UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 20212023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM             TO             .
Commission file number: 000-49796
COMPUTER PROGRAMS AND SYSTEMS, INC.TruBridge, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 74-3032373
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
54 St. Emanuel Street, Mobile, Alabama 36602
(Address of Principal Executive Offices) (Zip Code)
(251) 639-8100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $.001 per shareCPSITBRGThe NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    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. (Check one):
Large accelerated filer
¨

Accelerated filerý
Non-accelerated filer
¨  
Smaller reporting company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control of financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatement that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  x
The aggregate market value of common stock held by non-affiliates of the registrant at June 30, 20212023 was $407,759,614.$358,665,532.
As of March 14, 2022,11, 2024, the registrant had outstanding 14,621,90514,507,776 shares of its common stock.
DOCUMENTS INCORPORATED BY REFERENCE IN THIS FORM 10-K:
Portions of the definitive Proxy Statement for the 20222024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein.
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TABLE OF CONTENTS 
Item No.Item No. Page No.Item No. Page No.
PART I
PART I
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PART II
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9C.9C.9C.
PART III
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PART IVPART IVPART IV
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*Portions of the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein.
*Portions of the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein.
*Portions of the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein.

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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K 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 Annual 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. The following is a summary of the principal risks that could adversely affect our business, financial condition, results of operations and cash flows.
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
transition to a subscription-based recurring revenue model and modernization of our technology;
competition with companies that have greater financial, technical and marketing resources than we have;
potential future acquisitions that may be expensive, time consuming, and subject to other inherent risks;
our ability to attract and retain qualified client service and support personnel;
disruption from periodic restructuring of our sales force;
slower than anticipated development of the market for RCM services;
our potential inability to manage our growth in the new markets we may enter;
our operations could be significantly disrupted if we do not effectively implement a new enterprise resource planning software solution;
exposure to numerous and often conflicting laws, regulations, policies, standards or other requirements through our international business activities;
potential litigation against us;us and investigations;
our use of offshore third-party resources;
competitive and litigation risk related to the use of artificial intelligence;
Risks Related to Our Products and Services
potential failure to develop new products or enhance current products that keep pace with market demands;
exposure to claims if our products fail to provide accurate and timely information for clinical decision-making;
exposure to claims for breaches of security and viruses in our systems;
undetected errors or problems in new products or enhancements;
our potential inability to convince customers to migrate to current or future releases of our products;
failure to maintain our margins and service rates;
increase in the percentage of total revenues represented by service revenues, which have lower 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;

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Risks Related to Our Common Stock and Other General Risks
changes in and interpretations of financial accounting matters that govern the measurement of our performance;
the potential for our goodwill or intangible assets to become impaired;
quarterly fluctuations in our financial results due to various factors;
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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.changes; and
potential material adverse effects due to macroeconomic conditions.
For more information about the risks described above and other risks affecting us, see "Risk Factors" beginning on page 2522 of this Annual Report. We also caution investors that the forward-looking information described herein represents our outlook only as of this date, and we undertake no obligation to update or revise any forward-looking statements to reflect events or developments after the date of this Annual Report.
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PART I
ITEM 1.BUSINESS

Overview
CPSI
Founded in 1979, TruBridge, Inc. (“TruBridge” or the “Company”) is a leading provider of healthcare solutions and services for community hospitals, their clinics and other healthcare systemssystems. Previously named Computer Programs and post-acuteSystems, Inc., the Company changed its name to TruBridge, Inc. on March 4, 2024 in a Company-wide rebranding and legal entity consolidation. TruBridge is a trusted partner to more than 1,500 healthcare organizations with a broad range of technology-first solutions that address the unique needs and challenges of diverse communities, promoting equitable access to quality care facilities. Foundedand fostering positive outcomes. TruBridge has over four decades of experience in 1979, CPSI offers its productsconnecting providers, patients and services through six companies - Evident,communities with innovative data-driven solutions that create real value by supporting both the financial and clinical side of healthcare delivery. Our industry leading HFMA Peer Reviewed® suite of revenue cycle management (RCM) offerings combine unparalleled visibility and transparency to enhance productivity and support the financial health of healthcare organizations across all care settings. We support efficient patient care with electronic health record (EHR) product offerings that successfully integrate data between care settings. Above all, we believe in the power of community and encourage collaboration, connection, and empowerment with our customers. We clear the way for care.

The Company’s legal structure includes TruBridge, Inc., the parent company, with Viewgol, LLC ("Evident"Viewgol"), TruBridge, LLC ("TruBridge"), American HealthTech, Inc. ("AHT"), iNetXperts, Corp. d/b/a Get Real Health, ("Get Real Health"), TruCode LLC ("TruCode") and Healthcare Resource Group, Inc. ("HRG")., and Healthland Holding Inc. as its wholly-owned subsidiaries. The Company operates its business in three operating segments, which are also our reportable segments: RCM, EHR, and Patient Engagement. These segments contribute towards the combined companies are focused onfocus of 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:
Evident, which makes up our acute CareThe RCM reporting segment focuses on providing a complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider along with business management, consulting, managed IT services, analytics and business intelligence.
The 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 reportingThe Patient Engagement segment provides aoffers comprehensive post-acute care EHR solutionpatient engagement and related services for skilled nursing and assisted living facilities.
TruBridge, our third reporting segment, focuses on providing business management, consulting, and managed information technology ("IT") services along with its complete revenue cycle management ("RCM") solution for all care settings, regardless of their primary healthcare information solutions provider.
Get Real Health, included within our TruBridge segment, deliversempowerment technology solutions to improve patient outcomes and engagement strategies with care providers.
TruCode, included within our TruBridge segment, offers a cloud-based medical coding solution for hospitals of all sizes that improves productivity, accuracy and compliance, resulting in improved revenue cycle performance.
HRG, which was acquired on March 1, 2022 and will be included within our TruBridge segment, provides specialized RCM solutions for facilities of all sizes.
Our companies currently support acute care facilitiescommunity hospitals and post-acute care facilitiesother healthcare systems with a geographically diverse customerpatient mix primarily within the domestic community healthcare market. Our target market for our acute careRCM, EHR, and Patient Engagement solutions includes community hospitals with fewer than 200400 acute care beds. Our primary focus within this defined target market is on hospitals with fewer than 100 beds, which comprise approximatelyand their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. Approximately 98% ofof our acute care hospital EHR customer base. Our target market for our TruBridge services includes communitybase is comprised of hospitals with fewer than 600 acute care100 beds. The target market forAs of January 16, 2024, we have divested 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. EHR business, American HealthTech, Inc., to PointClickCare Technologies USA Corp. During 2021,2023, we generated revenues of $280.6$339.4 million from the sale of our products and services.

In October 2023, the Company closed its acquisition of Viewgol, LLC ("Viewgol"), a provider of ambulatory RCM analytics and complementary outsourcing services, for a purchase price is $36 million in cash, with an additional earnout of up to approximately $31.5 million based on achieving certain objectives post-closing.
See Note 18 to the consolidated financial statements included herein for additional information on our three reportable segments.
Industry Dynamics
The healthcare industry is the largest industry in the United States economy, comprising approximately 19.7%17.3% of the U.S. gross domestic product in 20202022 according to the Centers for Medicare and Medicaid Services ("CMS"). CMS estimates that national health spending is projected to grow at an average annual rate of 5.4% for 2019 through 20282031 and will reach $6.2$7.0 trillion in 2028.
The COVID-19 pandemic has resulted in historic challenges for hospitals and health systems and the communities they serve. Hospitals and health systems are navigating financial and operational pressures that include: the high costs associated with preparing for a surge of COVID-19 patients and resource-intensive treatment, added expense due to supply chain and labor market disruptions, and loss of revenue due to lower patient volumes for nonemergent care.2031.
Hospital expenditures grew by 6.4%2.2% to approximately $1.3$1.5 trillion in 2020, slightly faster2022, slower than the 6.3%4.5% growth rate in 2019.2021. According to the American Hospital Association’s AHA Hospital Statistics, 20212022 Edition, there are approximately 3,9004,600 community hospitals in the United States that are in our target market of hospitals with fewer than 200400 beds, with approximately 2,900 of those in our primary area of focus ofhaving fewer than 100 acute care beds. In addition, there is a market of small specialty hospitals that focus on discrete medical areas such as surgery, rehabilitation and long-term acute care.
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Notwithstanding the size and importance of theThe healthcare industry within the United States economy, the industry is constantly challenged by changing economic dynamics, increased regulation and pressure to improve the quality of healthcare.care. These challenges are particularly significant for the hospitals in our target market due tofactors create an environment of escalating costs of care which, because of their more limited financial and human resources and their dependencyheavy reliance on Medicare and Medicaid populations for a substantial portion of their revenue.programs, our hospital clients have limited ability to recover through reimbursement changes. However, we believe healthcare providers can successfully address these issues with the help of our advanced medical information systems, including our RCM solutions and our suite of complementary services. Specific examples of the challenges and opportunities facing healthcare providers include the following:
Changing Economic Dynamics
The economy of the healthcare industry although not immune to general macroeconomic conditions, is heavily impactedinfluenced by legislative and regulatory initiatives of the federal and state governments. These legislative and regulatory initiatives have a particularly significant impact on our customer base, as community hospitals typically generate a significant portion of their revenues from beneficiaries of the Medicare and Medicaid programs. Consequently, even small changes in these federal and state programs have a disproportionately largerdisproportionate effect on community hospitals as compared to larger facilities where greater portions of their revenues are typically generated from beneficiaries of private insurance programs.
Medicare and Medicaid funding and reimbursements fluctuate year to yearannually and, with theprojected growth in healthcare costs, will continue to be scrutinized as the federal and state governments attempt to control the costs and growth of the program. The Medicaid program, which is a federal/state program managed by the individual states and dependent in part on funding from the states, also continues to experience funding issues due to the increasing cost of healthcare and limited state revenues.
Mandatory cuts in federal spending resulting from the Budget Control Act of 2011 (the "Budget Control Act") became effective in March 2013. Although Medicaid is specifically exempted from the cuts mandated by the legislation, the Budget Control Act includes a reduction of up to 2% in federal Medicare spending, which has been achieved by reduced reimbursements to healthcare providers. Additionally, the Patient Protection and Affordable Care Act, more commonly referred to as the Affordable Care Act (the "ACA"), has put into effect a number of provisions designed to reduce Medicare and Medicaid program spending by significant amounts. As the federal government seeks in the future to further limit deficit spending in the future due to fiscal restraints, it will likely continue to cut entitlementplace constraints on healthcare spending programs such as Medicare and Medicaid matching grants, which will place further cost pressures on hospitals and other healthcare providers. Furthermore, federal and state budget shortfalls, exacerbated by the novel coronavirus ("COVID-19") pandemic, as described below, could lead to potential reductions in funding for Medicare and Medicaid. Further reductions in reimbursements from Medicare and Medicaidthese programs could lead to hospitals postponing expenditures on information technology.technology and may motivate hospitals to revisit long-held cost structures, which could positively impact demand for RCM and other services.
While legislative and regulatory initiatives are placing significant pressure on Medicare and Medicaidthe related reimbursements, our customer base of community hospitals isare also likely faced with increases inlikely increased demand for Medicare and Medicaid services. We expect that the demand for Medicare and Medicaid services will increase for the foreseeable future due to the growing number of people born during the post-World War II baby boom that are becoming eligible for Medicare benefits at age 65, as well as states electing to expand Medicaid coverage under the provisions of the ACA.Advantage enrollment in rural communities has grown by nearly 50% from 2019 through 2023. The challenges posed by this dual-threat of increased demand for Medicare and Medicaid services and downward pressure on reimbursements are further complicated by the shift away from volume-based reimbursement towards value-based reimbursement, linking reimbursement to quality measurements and outcomes.
Compounding the combined effects of a likely increase in demand for Medicare and Medicaid services and persistent pressure on related reimbursements, the The increasing prevalence of high deductible health plans and value-based reimbursement models is transforming domestic healthcare delivery into a more patient-centric experience. This transformation brings about new and increased data needs, resulting in additional regulatory demands for data that patients find useful in decision-making. These new regulatory demands increase regulatory risks and compliance burdens for CPSITruBridge and our clients, but also pose opportunities for CPSITruBridge to provide additional value-added products and services to our target market.

One such regulatory demand, the price transparency mandate, became effective in January 2021 for all U.S. hospitals. This mandate requires that hospitals publicly post, online and in a searchable, consumer-friendly manner, standard charge information for at least 300 shopable services, which gives patients the ability to compare payer-specific negotiated charges across healthcare settings. In response to this mandate, we announced in July 2020 the availability of a pricing transparency solution that gives patients the ability to shop for healthcare services based on price, supporting a more patient-driven healthcare experience. In mid-2021, CMS published additional commentary around price transparency requirements. Based on that additional commentary, we have continued to make additional enhancements to our price transparency solutions, specifically around the areas of payor-specific rates and the generation of patient estimates within the web based portal.
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To compete in the continually changing healthcare environment, providers are increasingly using technology in order to help maximize the efficiency of their business practices, to assist in enhancing patient care, and to maintain the privacy and security of patient information. Healthcare providers are placing increased demands on their information systems to accomplish these tasks. We believe that information systems must facilitate management of patient information across administrative, financial and clinical tasks. Information systemstasks and must also effectively interface with a variety of payor organizations within the increasingly complex reimbursement environment.
The American Recovery and Reinvestment Act of 2009
In 2009, the U.S. federal government enacted the American Recovery and Reinvestment Act (the "ARRA"“ARRA”), which included the Health Information Technology for Economic and Clinical Health Act ("HITECH"(“HITECH”). HITECH authorized the EHR incentive program, which provided significant incentive funding to physicians and hospitals that can prove they have adopted and are appropriately using technology such as our EHR solutions. The levelend result of the ARRA has been to which healthcare providers must prove they are effectively utilizing such solutions in order to qualify for these incentives is measured through an escalating criteria designated as "meaningful use."
Compliance withaccelerate the meaningful use rules accelerated the purchasesadoption of incremental applications by our existing clients. Consequently,EHR technology nationwide, significantly increasing industry-wide penetration rates and our penetration rates within our existing customer base for our current menu of applicationsapplications. As a result, the revenue opportunities for new customer additions have increased significantly under the ARRA, thereby significantly narrowing the marketgreatly diminished, as have our opportunities for add-on sales to existing clients in future years. As a result of the announcement from CMS on August 2, 2018 of a final rule changing the attestation period for 2019 and 2020 to any continuous 90-day period instead of the previously-required full year attestation period, hospitals had until October 1, 2019 to install compliant technology in order to meet the requirements of the program during 2019, compared to a deadline of January 1, 2019 under the previous rule. The stage three requirements of the meaningful use program (re-named "Promoting Interoperability" by such rule) provided a significant opportunity for add-on sales revenues during 2017 through 2019. The passing of the October 1, 2019 compliance deadline resulted in reduced MU3-related revenue opportunities throughout 2020 and 2021.customers.
Continued Push for Improved Patient Care
With the increased pressure to improve the quality of healthcare and reduce costs, there is a general shift towards value-based reimbursement, which increases the demand for information technology solutions for clinical decision support. This migration toward clinical decision support solutions is further supported by the ARRA.
In the face of decreasing revenue and increasing pressure to improve patient care, healthcare providers are in need of management tools and related services that (1) increase efficiency in the delivery of healthcare services, (2) reduce medical errors, (3) effectively track the cost of delivering services so that those costs can be properly managed and (4) increase the speed and rate of reimbursement. A hospital’s failure to adequately invest in a modern medical information system could result
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in fewer patient referrals, cost inefficiencies, lower than expected reimbursement, increased malpractice risk and possible regulatory infractions. Additionally, we believe that the industry will continue to increase its utilization of third party services that contribute to the achievement of these and other objectives necessary for success in the current environment. We believe these dynamics should allow for future revenue growth for both our information technology solutions and our complementary suite of services.
COVID-19 Pandemic
The healthcare industry remains atcontinues to deal with the forefrontlingering effects of the COVID-19 pandemic, with heroic efforts by healthcare providers on the frontlinesincluding financial disruptions and advances in technology and science bringing vaccines to market in an unprecedented timeframe.critical labor shortages. Looking beyond 2021,2023, we believe there will be continued pressure on hospital staffing, creating greater demand for automation and machine learning to allow staff to focus on patient care. Payors are experiencing staffing issues, similar to hospitals, which is causing delays in authorizations, denials and extended processing times for appeals. As a result of these issues and pressures, we expect ongoing and continued growth in demand for our RCM and related services.
The pandemic has also heightened patient interest and demand for digital engagement. While purchasing demand for digital patient engagement solutions in the pandemic couldUnited States has not yet fully materialized, we believe healthcare leaders will embrace the digital acceleration, identifying new channels to connect with patients and strengthen the patient experience over the next few years. Our digital front door technology helps create efficiencies and patient engagement that lead to an acceleration of macro trends already developing in the industry. For example, it is likely that the pandemic advances the role of the federal government as the top regulatorgreater patient connections and payor for healthcare and that financial distress resulting from the pandemic increases the pace ofimproved care. We also expect to see continued health system consolidations. Additionally, the quick pivot to virtual healthcare in response to the pandemic has increased consumer expectations, particularly around the convenience of telemedicine and digital health options.
This quick pivot to virtual healthcare accelerated the ongoing increasing demand for telemedicine solutions and services, with recent history suggesting an evolving reimbursement environment that is becoming more receptive to telemedicine with each passing year. In response to this trendcare policy legislation focused on patients, like pricing transparency and the necessity for virtual care imposed by the COVID-19 pandemic, we accelerated the product roadmap for Get Real Health’s Talk With Your Doc telehealth portal. The product was introduced for general release by April 2020 and was providedNo Surprises Act, which is intended to customers free of charge for the remainder of 2020 and throughout 2021.address unexpected gaps in insurance coverage that result in “surprise medical bills” when patients unknowingly obtain medical services (such as emergency services) from out-of-network providers.
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Strategy
Our objective isprimary objectives are to increase the market share of our TruBridgeRCM solutions and services, aggressively pursuemaintain a strong retention rate within our EHR client base while pursuing competitive and vulnerable EHR replacement opportunities, and differentiatefurther establish our products and services onposition as a client experience basis that enables us to sell a broader setleading provider of services into a loyal basepatient engagement solutions. The acquisition of clients thatViewgol, whose operations are our advocates. After partnering with a premium consulting firm to review our business and growth opportunities, 2021 marked the beginning of implementing a strategy to grow our core business while investing in new technologies and improving profitability. We arealmost entirely focused on the executionambulatory setting, creates additional market expansion opportunities, and diversifies our RCM business. These objectives are all in support of our transformation initiative that continues to guide our strategic efforts to achieve core growth, margin optimization, and tangible upside through digital innovation:corporate strategy, centered around the following components:
Core Growth: Growth
Our core growth initiatives include cross-selling TruBridgeRCM solutions and services into theour existing sizeable EHR client base and expanding TruBridgeour RCM market share with sales to new community hospitals and larger health systems,systems.
Over the course of our more than 45-year history, we have developed a significant customer base of community hospitals. This customer base is our most valuable asset, providing not only the critical mass necessary to scale our development, client support and pursuing competitiveservice resources to meet the evolving needs of our customers, but also serving as fertile ground for our cross-selling efforts for additional value-added solutions and services. Chief among our cross-sell opportunities is RCM, where we utilize our industry-leading RCM services and solutions to improve the financial health of our EHR takeaway opportunities.clients by improving cash flow metrics in the face of the myriad cost and reimbursement challenges facing healthcare organizations. Our operational expertise and technology tools provide proven results in improving claim acceptance rates, accelerating payments from third party payors, and increasing private pay collections.
Margin Optimization: Optimization
These efforts support the core growth efforts as we routinely seek, find and execute on initiatives that modernize our business, increasing our efficiency and resulting in cost savings, that we can then useand thereby allowing us to investreinvest in additional growth.growth opportunities and enabling better positioning on pricing elasticity.
Chief among our margin optimization initiatives are parallel workstreams dedicated to (1) standardizing and streamlining existing workflows by leveraging automation to improve both the accuracy and efficiency of our services, and (2) systematically leveraging offshore resources to mitigate the high costs and disruption risks associated with single-source talent markets. Talent availability has proven to be a significant challenge for our mostly-domestic customer base, and our nationwide reach does little to mitigate this nationwide dilemma. With talent scarcity a real risk and prospects for growth that require significant scale, the successful execution of our growth prospects requires both broadening our talent pool beyond the domestic market and ensuring talent resources are put to their highest and best use.
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Digital Innovation: Running parallelInnovation
In addition to our core growth and margin optimization initiatives is the upside, future growth component of our plan representinga focus on identifying new innovation and larger adjacency opportunities. The market drivers that fuel the pursuit of new innovation include an increased appetiteopportunities, driven by demand for patient engagement, industry insights, reporting and analytics technology.
TheAs today's patients and providers have a more collaborative approach to healthcare, industry is inour patient engagement offerings provide a secure ecosystem that supports home care, clinicians, and the midstpatients they serve by providing tools and analytics to provide a complete view of transitioningpatients' health and improve health outcomes. In addition to value-based reimbursement,supporting improved care, coordinationour patient engagement platform provides financial benefits to providers and interoperability. Ourhospital systems through increased revenue opportunities and digital transformation of workflows to fill staffing gaps. This platform gives healthcare providers the insights and tools they need to provide efficient, cost-effective care as they collaborate with today's growing population of engaged patients.
Underpinning each of the three components to our strategy is to position our services and solutions with community healthcare providers so that they are able to respond to these changes positively by enabling them to improve community health and connect providers and patients within the community and with other communities, while improving financial operations. We intend to leverage several strengths to accomplish this goal.
Market Share/Scale
Over the course of our more than 40 year history of providing valuable technology solutions and services to the acute care and post acute care environments, we have developed a significant customer base of community hospitals and skilled nursing facilities. This customer base is our most valuable asset, providing us with the critical mass necessary to scale our development, client support and service resources to meet the ever changing needs of our customers. In doing so, we solidify our position as a long-term partner with a proven track record in meeting the unique needs of community healthcare.
EHR Solutions Across the Care Continuum
Our EHR solutions address the entire continuum of care, with systems that address the three primary care settings: ambulatory care, inpatient acute care and post-acute care. This enables providers to coordinate patient care across the major settings where care is delivered. New payment models in both the government and private payer sectors are focused on payment for delivering quality outcomes and keeping patients well while still delivering financial efficiencies. These financial efficiencies are realized through the elimination of duplicate tests performed in different care settings, as well as providing timely access to clinical information from other care settings, when making diagnostic decisions. Having integrated solutions across the care continuum facilitates this process for providers and healthcare organizations.
Solutions and Services to Address Value-Based Reimbursement
With the continued emphasis on value-based reimbursement models, data analytics has become a critical tool for community healthcare providers to enable them to shift from reactive to proactive care delivery. We currently offer business intelligence as the first facet of a three-phase approach to analytics solutions, which we plan to expand to include predictive and prescriptive analytics. Because of the complexity inherent in data analytics, we will provide services to healthcare providers to assist them with certain aspects of data modeling and data analysis.
Interoperability
We currently provide integration across our ambulatory and inpatient EHR solutions. This integration was expanded to encompass our post-acute care EHR product in 2016. In addition, as a founding member of the CommonWell Health Alliance, we enable healthcare organizations to identify, confirm and link patient encounters across the CommonWell network. This translates into patient data that is not only shareable within communities but across communities as well.
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Focus on the Financial Health of Community Healthcare Providers
Given the ongoing transition to value-based reimbursement models, community healthcare providers are under more financial pressure than ever before, and financial health and stability is essential to their longevity and survival. Our accounts receivable management services incorporate proven workflow and processes as well as industry leading revenue cycle management tools. A new aspect of many current payment models is an increasing shift of the financial burden to the patient. Community hospitals typically underperform in private pay collections because of the nature of community healthcare but cannot afford to forego the patient portion of contributions. Through our private pay services, providers can bring in much needed private pay receipts without alienating the local community.
Our operational expertise and technology tools provide proven results in improving claim acceptance rates, accelerating payments from third party payers and increasing private pay collections. We also differentiate our services by working to maintain employment in the community by hiring displaced employees into TruBridge to continue their functional role under TruBridge program management.
Strategic Uses of Capital
2020 marked the culmination of a years-long evolution in the capital allocation strategy of CPSI, a strategy designed to afford the flexibility necessary to be adaptive and opportunistic with future capital allocationinvestment decisions. Such flexibility is necessary if we are to continue to bring timely products and services to a rapidly changing healthcare landscape, servinglandscape. We serve the needs of multiple stakeholder groups as customers benefit from the related products and services, our employees benefit from expanded opportunities for development, and our stockholders benefit from the increasing diversity in revenue sources. Specific components of this years-long evolution include:

Reducing our leverage profile, while increasing capital availability: From December 31, 2017 to December 31, 2021, our total bank debt decreased from $143.5 million to $100.4 million, while the amount available under our revolving credit facility has increased from $17.0 million to $79.0 million.

Refinancing our debt: In June 2020, we refinanced our outstanding indebtedness with the primary objectives of increasing the maximum borrowing capacity under the revolving credit facility from $50.0 million to $110.0 million and removing absolute-dollar limits on acquisition activity.

Announcing a share repurchase program, while simultaneously suspending all quarterly dividends: In September 2020, our Board of Directors approved a stock repurchase program under which the Company may repurchase up to $30.0 million of its outstanding shares of common stock over a two-year period. Concurrent with the approval of the stock repurchase program, the Board of Directors opted to indefinitely suspend all quarterly dividends. These joint actions allow CPSI to continue its commitment to returning capital to shareholders, while at the same time enhancing our flexibility to adapt to an ever-changing landscape of alternative uses of capital.

This evolution in CPSI's capital allocation strategy created the flexibility necessary to opportunistically pursue value-enhancing acquisitions, including the 2019 acquisition of Get Real Health, the May 2021 acquisition of TruCode, and the March 1, 2022 acquisition of HRG.
Explore Additional Revenue Streams that Complement Existing Markets, Solutions and Services
In the EHR space, we are selling our ambulatory EHR solutions on a standalone basis with a focus on communities that already have one of our EHR solutions installed in an acute care setting. Also, we are actively pursuing expansion of our inpatient EHR product into the Canadian market through our own direct efforts and collaboration with key Canadian technology providers. In the United States EHR market, we are targeting other types of providers who have lagged behind inpatient acute care in EHR adoption such as ambulatory surgery centers, behavioral health facilities and inpatient psychiatric hospitals. In the post-acute care market, we are now providing an EHR solution for assisted living facilities in conjunction with our own post-acute care EHR for skilled nursing operators. In the services business we will continue to look for opportunities to add or increase services resulting from changing market dynamics, availability of technology or operational expertise, or changes in regulatory requirements.
Our Products and Services
EvidentRCM
We offer RCM services which can be grouped into the following categories:
Revenue Cycle Management Products. Our RCM solutions empower providers and American HealthTech provide tailored IT solutions that effectively address the specific needs of smallcaregivers in hospitals, healthcare systems, clinics and midsize hospitals and their physician clinics, as well as skilled nursing facilitiesorganizations to accelerate their revenue cycle through a suite of all sizes acrosscomprehensive, web-based solutions designed to improve financial operations and staff productivity and increase reimbursement. Our RCM products include the U.S. Their broad offerings of software productsfollowing offerings:
Patient Liability Estimates. Improve patient satisfaction, maximize point-of-service collections, and services collect, process, retain,equip staff with the ability to provide transparent pricing with the Patient Liability Estimate module.
Eligibility Verification. Reduce claim denials and report data incarrier rejections by performing on-demand eligibility look-ups, assuring the primary functional areas of thesecare provided is covered.
Claim Scrubbing and Submission. A powerful claim management solution for submitting, validating, and processing a healthcare providers, from patient care to clinical processing to administrationfacility’s claims with ease and accounting. Due to their smaller operating budgets, community hospitals have limited financial and human resources to operate manual or inefficient information systems. However, these hospitals are expected to achieve the samewith a high quality of careedits.
Remittance Management. Remittance advice can be effortlessly gathered and regulatory compliance as larger hospitals, placingmanaged with the Electronic Remittance Advice Retrieval and Remittance Management modules, simplifying workflow and involvement.
Denial/Audit Management. Equips healthcare facilities with the tools necessary to combat denied and audited claims, assisting organizations in recovering lost revenue.
Contract Management. Allows healthcare facilities to take control over complex healthcare contracts by prospectively pricing every claim submitted to payers, retrospectively pricing every remittance to ensure proper payment was received, and modeling proposed contract terms during payer negotiations.
Revenue Cycle Management Services. Our RCM services span a healthcare enterprise’s revenue cycle and provide clients with a strong alternative to in-house operations. These services leverage our deep service and technology experience and are designed to allow clients to streamline their administrative staffing while improving operational efficiencies. Our RCM services include the following service offerings: Accounts Receivable Management, Private Pay Service, Medical Coding, Revenue Cycle Consulting, and other additional Insurance and Patient Billing Services.
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them in a particularly difficult operating environment. These pressures on the operating environments of community hospitals were increased with the passage of the ARRA in 2009 which, in additionConsulting and Business Management Services. Our consulting and business management services are designed to providing incentives tohelp healthcare providersorganizations by assessing their needs, setting goals, and creating an action plan to achieve meaningful usethose goals, and, if needed, implementing the action plan. Many of EHR, has resultedour professional consultants have decades of experience and all are skilled in lowered Medicare payment levels for healthcare providers that have yet to achieve meaningful use of EHR.
We believe that our acute care IT solutions meet these challenges facing community hospitals byadopting new technologies, redesigning processes, educating staff, and providing fully integrated, enterprise-wideinterim or on-going management services. Our consulting and ARRA-certified medical information systems and services that are compliant with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Further, through our wholly-owned subsidiaries, TruBridge, TruCode, Get Real Health and HRG, we offer business management consultingservices include the following service offerings: Consulting, Business Intelligence, Staffing, and Administrative.
Managed IT Services. Our managed IT services encoder and patient engagement solutions, along with full RCM solutions, thatprovide a range of services designed to meet the IT needs of community healthcare enterprises. The pace of technological change can be overwhelming. Our services allow our acute and post-acute care clients to outsource all or just a portion of their business office function. Consulting and other services help clients avoid some of the fixed costs of a business office and leverage our expertise and resources in helping them identify theiraffordably maintain an advanced IT objectives, define the best way toinfrastructure, meet thoseregulatory requirements, and managereduce risk. Our managed IT services include the resulting projectsfollowing service offerings: Cloud Services, Backup and associated technologies. As a result, we are capableRecovery, Collaboration and Connectivity, Security Services, Systems Management, and Help Desk.
Encoder Solutions. Our encoder technology and services support the hospital, consulting and payer markets. Our encoder solution is known for its knowledge-based coding methodology, which presents coding guidance and references at the point of providing a single-source solution to healthcare organizations, making us a partner in their initiativescoding, helping to improve operationscoding accuracy and medical care.productivity.
As a key component to providing complete solutions, we maintain strong partnerships with our clients through a variety of two-way communication channels, including our support teams, role-based user groups, client councils, client work groups, our annual National Client Conference and other organized events and venues that foster insightful and meaningful communication. By listening to our clients and staying abreast of market trends, we strive to provide the right healthcare solutions at the right time to help meet the specific business needs of acute and post-acute care organizations. Our business has continued to grow because we have successfully provided fully integrated, enterprise-wide information systems that allow community hospitals, their physician clinics and skilled nursing facilities to improve operating effectiveness, reduce costs and improve the quality of patient care.EHR
Acute Care Software Systems
Through our wholly-owned subsidiary, Evident, weWe offer healthcare IT solutions specifically designed to cater to the specific needs of community hospital organizations under the software solution platforms Thrive and Centriq.platform TruBridge EHR.
ThriveTruBridge EHR
With the formation of Evident in 2015 came the introduction of ourWithin TruBridge EHR, solution under the name Thrive, previously sold under the CPSI name, through which we offer a full array of software applications using one fully integrated system designed to streamline the flow of information to the primary functional areas of community hospitals using one fully integrated system.hospitals. We intend to continue to enhance our existing software applications and develop new applications as required by evolving industry standards and the changing needs of our clients. Pursuant to our client support agreements, we provide our clients with software enhancements and upgrades periodically on a when-and-if-available basis. See "Acute Care Support and Maintenance Services." These enhancements enable each client, regardless of its original installation date, to have the benefit of theour most advanced Evident products available. Evident'sOur software applications within Thrive:TruBridge EHR
provide automated processes that improve clinical workflow and support clinical decision-making;
allow healthcare providers to efficiently input and easily access the most current patient medical data in order to improve quality of care and patient safety;
integrate clinical, financial and patient information to promote efficient use of time and resources, while eliminating dependence on paper medical records;
provide tools that permit healthcare organizations to analyze past performance, model new plans for the future and measure and monitor the effectiveness of those plans;
provide for rapid and cost-effective implementation, whether through the installation of an in-house system or through our Software as a Service ("SaaS") services; and
increase the flow of information by replacing centralized data over which there is limited control with broad-based, secure access by clinical and administrative personnel to data relevant to their functional areas.
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Our software applications within ThriveTrubridge EHR are grouped for support purposes according to the following general functional categories described below:
Patient Management. Our patient management software enables a hospital to identify a patient at any point in the healthcare delivery system and to collect and maintain patient information throughout the entire process of patient care on an enterprise-wide basis. Thrive'sThe TruBridge EHR single database structure permits authorized hospital personnel to simultaneously access appropriate portions of a patient’s record from any point on the system. Our patient management software applications include: Registration, Patient Accounting, Health Information Management, Patient Index, Enterprise Wide Scheduling, Contract Management, and Quality Improvement.
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Financial Accounting. Our financial accounting software provides a variety of business office applications designed to efficiently track and coordinate information needed for managerial decision-making. Our financial accounting software applications include: Executive Information System, General Ledger, Accounts Payable, Payroll/Personnel, Time and Attendance, Electronic Direct Deposits, Human Resources, Budgeting, Fixed Assets, and Materials Management.
Clinical. Our clinical software automates record keeping and reporting for many clinical functions including laboratory, radiology, physical therapy, respiratory care and pharmacy. These products eliminate tedious paperwork, calculations and written documentation while allowing for easy retrieval of patient data and statistics. Our clinical software applications include: Laboratory Information Systems, Laboratory Instrument Interfaces, Radiology Information Systems, ImageLink Picture Archiving and Communication System (PACS), Physical Therapy and Respiratory Care, and Pharmacy.
Patient Care. Our patient care applications allow hospitals to create computerized "patient files" in place of the traditional paper file systems. This software enables physicians, nurses and other hospital staff to improve the quality of patient care through increased access to patient information, assistance with projected care requirements and feedback regarding patient needs. Our software also addresses current safety initiatives in the healthcare industry such as the transition from written prescriptions and physician orders to computerized physician order entry. Our patient care software applications include: Order Entry/Results Reporting, Point-of-Care System, Patient Acuity, ChartLink®, Computerized Physician Order Entry (CPOE), Medication Verification, Resident Assessment Instruments, Thrive Provider EHR, Outreach Client Access, Electronic Forms, Physician Documentation, and Emergency Department System.
Enterprise Applications. We provide software applications that support the products described above and are useful to all areas of the hospital. These applications include: ad hoc reporting, automatic batch and real-time system backups, an integrated fax system, archival data repository, document scanning and Microsoft Office integration, and an Application Portal.
Centriq
During 2018, the productsCentriq is a web-based acute-care EHR platform. We are discontinuing support and services formerly offered underof the Healthland logo, including Centriq, were brought into the Evident product family. The Centriq platform was brought to market in 2011 and is designed to be an intuitive user interfaceas of December 31, 2024. A large number of clients that is easy for clinicians to use and attractive to both patients and clinicians. Additionally, as a web-based platform, users are able to connectused Centriq have already migrated to the system from any device that is connected to the Internet. Ease of use combined with Centriq’s ability to centralize data from various care areas provide the end user with a powerful tool to view past and present patient information with ease. Each system or application offers a broad set of features and functionalities that can help clinics reduce costs, increase revenue, and improve administrative and clinical staff efficiency, all while enhancing patient care and safety. Key Centriq capabilities include:
Computerized Practitioner Order Entry ("CPOE"). The cornerstone of inpatientTruBridge EHR systems, CPOE promotes user adoption by including medication interaction alerts, access to relevant laboratory results, duplicate order checking, customizable order sets and protocols, and order templates containing pre-populated screens.platform.
Clinical Documentation. This system securely enables a patient’s caregivers to view the vital signs, intake-output values, progress notes, and nursing tasks that are entered into the patient’s EHR.
Emergency Department. This system expedites and simplifies registration, patient tracking, order management, assessments, and other activities in a fast-paced environment.
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Laboratory. This system automates routine tasks such as lab order processing and tracking, enabling the practitioner to focus on the results and ultimately better patient care.
Radiology. This application delivers faster turnaround times and enhanced communications among caregivers by automatically processing radiology orders, managing and tracking images, and generating reports.
Pharmacy. This application helps pharmacies manage all aspects of medication verification and dispensing, including order coordination, interaction checks, administration, and charging.
Financial Accounting. A hospital financial accounting management solution that helps community hospitals gain better insight and perspective on their costs.
Patient Management. An accounting system to better manage patient information and automate the hospital billing process.
Ambulatory Software Solutions. Enables clinicians to focus on providing high-quality patient care by streamlining the management of patient data.
Post-acute Care Software Systems
CPSI entered into the post-acute care market with the acquisition of AHT in January 2016. AHT, a leading provider of integrated solutions to the post-acute care industry, offers software solutions that promote data-driven clinical and financial outcomes for the customers they serve. AHT's comprehensive, long-term care management solutions include:
Care Management. This integrated offering helps manage the delivery of quality care, collect and report on resident information, and manage compliance risk. Core modules include: Work Center, Clinical, Smart Charting Order Administration (Point of Care), Quality Assurance, Therapy Tracking, Supplies Tracking, and Disease State Management.
Financial and Enterprise Management. This comprehensive set of financial solutions enables customers to improve cash flow and better manage costs. Core modules include: Accounts Payable, General Ledger, Payroll, Financial Management, Trust Funds, and Enterprise Management.
Acute Care Support and Maintenance Services
After EHR installation, we provide software application support, hardware maintenance, continuing education and related services pursuant to a support agreement using our collaborative support model. The following describes services provided to customers using Thrive and Centriq:the TruBridge EHR:

Total System Support. We believe the quality of continuing customer support is one of the most critical considerations in the selection of an information system provider. We provide hardware, technical and software support for all aspects of our system, which gives us the flexibility to take the necessary course of action to resolve any issue. Unlike our competitors who use third-party services for hardware and software support, we provide a single, convenient and efficient resource for all of our customers’ system support needs. In order to minimize the impact of a system problem, we train our customer service personnel to be technically proficient, courteous and prompt. Because a properly functioning information system is crucial to a hospital’s operations, our support teams are available 24 hours per day to assist customers with any problem that may arise. Customers can also use the Internet to directly access our support system.

National Client Conference. All of our customers have the opportunity to attend our annual National Client Conference. CPSITruBridge hosts this conference to provide our customers educational sessions, product demonstrations, and one-on-one time with application experts. The conference also allows important time for networking among customers and CPSITruBridge staff across all business platforms. As a result of the COVID-19 pandemic, our National Client ConferenceThe in-person conference was held virtually in 2020 and 2021. InOrlando, Florida from April 30 to May 2022, the3, 2023. The 2024 in-person conference returns to an in-person event.will be held during April in Las Vegas, Nevada.

Continuing Education. Effective learning tools are a key factor in successful EHR adoption and allowing clients to get the most out of a software investment. Therefore, ongoing learning and training is a cornerstone to our “total solution” and a key competitive differentiator. Our ongoing learning and training offerings also address some of the unique needs of community hospitals - limited resources and staff with cross-department
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responsibilities and budget and time constraints - all of which require a customized approach to learning and training. To meet these needs, Evident offerswe offer customers with online content that can be accessed at any time, scheduled online interactive classroom presentations, on-campus training at our facilities, in Mobile, Alabama and Minneapolis, Minnesota, educational sessions during user group conferences, and scheduled regional training sessions.

Software Releases. We are committed to providing our customers with software and technology solutions that will continue to meet their information system needs. To accomplish this purpose, we continually work to enhance and improve our application programs. As part of this effort, for each customer covered under our general support agreement, we provide software updates as they become available at no additional cost. We design these enhancements to be seamlessly integrated into each customer’s existing system. The benefit of these enhancements is that each customer, regardless of its original installation date, uses the most advanced software available. Through this process, we can keep our customers up-to-date with the latest operational innovations in the healthcare industry as well as with changing governmental regulatory requirements. Another benefit of this "one system" concept is that our customer service teams can be more effective in responding to customer needs because they maintain a complete understanding of and familiarity with the one system that all customers use.

Purchasing a new information technology system requires the expenditure of a substantial amount of capital and other resources, and many customers are concerned that these systems will become obsolete as technology changes. Our periodic product updates eliminate our customers’ concerns about system obsolescence. We believe providing this benefit is a strong incentive for potential customers to select our products over the products of our competitors.

Hardware Replacement. As part of our general support agreements, we are also committed to promptly replacing malfunctioning system hardware in order to minimize the effect of operational interruptions. By offering replacements of all hardware used in our system, we believe we are better able to meet and address all of the information technology needs of our customers.

Cloud Electronic Health Record (Cloud EHR). We offer Cloud EHR services to customers via remote access telecommunications. Cloud EHR is a "Software as a Service" (or "SaaS")SaaS configuration and is in essence a monthly subscription to access and use application software maintained by CPSITruBridge in a cloud environment for a monthly fee.environment. Under this configuration, a customer is able to obtain access to an advanced EHR without a significant initial capital outlay. We store and maintain all Cloud EHR customers’ critical patient and administrative data using TruBridge Cloud Computing Services.data. These customers access this information remotely through direct telecommunications connections.

Forms and Supplies. In addition to our support services, we offer our customers the standard and customized forms that they need for their patient and financial records, as well as the supplies necessary to support the operation of their server and peripheral equipment. Furnishing these forms and supplies helps us to achieve our objective of being a one-source solution for a hospital’s complete healthcare information system requirements.

Public Cloud Infrastructure – In 2021, we formed a strategic partnership with Microsoft for Azure cloud hosting and infrastructure services, with the end-goal of migrating all existing internal and client data to Azure’s public cloud and utilizing the related infrastructure solutions to enhance both internal and client-facing processes and services. The eventual migration to Azure, which began during 2022 and continued through 2023, will benefit customers by removing the burden of maintaining their own on-premise infrastructure while the underlying applications will operate with higher availability and stability, reducing unexpected downtime. This modernized infrastructure will open the door to future innovations and data access as well.
Post-acute Care Software Systems, Support and Maintenance Services
AHT’sThe Company entered into the post-acute care market with the acquisition of American HealthTech, Inc. ("AHT") in January 2016. Our comprehensive, long-term care management solutions in 2023 included care management and integrated solution set isfinancial and enterprise management, backed by ongoing training and support by AHT to ensure that clients can maximize their software investment. This is demonstrated by:
Experienced and Dedicated Support Representatives. Seasoned experts assigned to each client site that not only understand the challenges in theOur post-acute care industry, but know how to best address them. This includes proactive education on the key regulatory changesEHR business line was comprised solely of AHT and requirements before they impact business operations.
Client Portal and Training. Instant, on-line access to the most up-to-date industry information impacting long-term care, plus a vast arraywas disposed of product training opportunities.
Client Enhancement Council. Access to a community of peers along with a robust set of resources and knowledge to help clients get the most out of their AHT investment.in January 2024.
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Annual Client Symposium. An opportunity for clients to share best practices, gain industry insight on key topics impacting post-acute care providers, network with peers,Patient Engagement
Our patient engagement offering is a comprehensive digital front door platform that both improves outcomes and learn more about current and future AHT product and service offerings.
TruBridge
We offer complementary servicespromotes patient engagement through TruBridge, our wholly-owned subsidiary, which can be grouped into the following categories:tools:
Revenue Cycle Management ProductsInstantPHR. TruBridge RCM solutions empower providers and caregivers in hospitals, healthcare systems and skilled nursing organizations to accelerate their revenue cycle through a suite of comprehensive, web-based solutionsOur interactive portal is designed to improve financial operationsserve all patient populations and staff productivityhealth organizations' needs. Ideal for chronic disease management, maintaining wellness goals, and increase reimbursement. Our RCM products include the following offerings:
Patient Liability Estimates. Improve patient satisfaction, maximize point-of-service collections,meeting federal mandates, this solution is flexible enough to grow and equip staff with the ability to provide transparent pricing with the Patient Liability Estimate ("PLE") module.
Eligibility Verification. Reduce claim denials and carrier rejections by performing on-demand eligibility look-ups, assuring the care provided is covered.
Claim Scrubbing and Submission. A powerful claim management solution for submitting, validating, and processing a healthcare facility’s claims with ease and with a high quality of edits.
Remittance Management. Remittance advicechange as industry trends dictate. InstantPHR can be effortlessly gatheredintegrated into nearly any existing EHR system to improve care and managed with the Electronic Remittance Advice ("ERA") Retrievaloutcomes for individuals and Remittance Management modules, simplifying workflow and involvement.
Denial/Audit Management. Equips healthcare facilities with the tools necessary to combat denied and audited claims, assisting organizations in recovering lost revenue.
Contract Management. Allows healthcare facilities to take control over complex healthcare contracts by prospectively pricing every claim submitted to payers, retrospectively pricing every remittance to ensure proper payment was received, and modeling proposed contract terms during payer negotiations.professionals alike.
Revenue Cycle Management ServicesCHBase. Our RCM services, including those of recently-acquired HRG, span a healthcare enterprise’s revenue cycleThis powerful tool funnels data from multiple sources into one platform. Patients have the ability to contribute data from their favorite apps and provide clientshome health devices and combine it with a strong alternativeclinical data from providers. This combined data can then be pulled into patient-oriented health applications or population health management and customer analytics. This process makes data comprehensive and relevant, thus maximizing its value to in-house operations. These services leverage our deep servicethe entire care circle. Additionally, innovators have the capability to create, develop and technology experienceconnect other systems and are designed to allow clients to streamline their administrative staffing while improving operational efficiencies. Our RCM services includeapplications through the following service offerings: Accounts Receivable Management, Private Pay Service, Medical Coding, Revenue Cycle Consulting, and other additional Insurance and Patient Billing Services.
Consulting and Business Management Services. Our consulting and business management services are designed to help healthcare organizations by assessing their needs, setting goals, and creating an action plan to achieve those goals, and, if needed, implementing the action plan. Many of our professional consultants possess decades of experience and all are skilled in adopting new technologies, redesigning processes, educating staff, and providing interim or on-going management services. Our consulting and business management services include the following service offerings: Consulting, Business Intelligence, Staffing, and Administrative.
Managed IT Services. Our managed IT services provide a range of services designed to meet the IT needs of community healthcare enterprises. The pace of technological change can be overwhelming. Our services allow clients to affordably maintain an advanced IT infrastructure, meet regulatory requirements, and reduce risk. Our managed IT services include the following service offerings: Cloud Services, Backup and Recovery, Collaboration and Connectivity, Security Services, Systems Management, and Help Desk.
Patient Engagement. In May 2019, the Company closed its acquisition of Get Real Health. Get Real Health delivers patient engagement and empowerment technology solutions to improve patient outcomes and engagement strategies with care providers.
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Encoder Solutions. The Company entered the encoder market with the acquisition of TruCode in May 2021. TruCode develops, sells and supports encoder technology for the hospital, consulting and payer markets. TruCode is known for its knowledge-based coding methodology, which presents coding guidance and references at the point of coding, helping to improve coding accuracy and productivity.CHBase APIs.
For additional details on our products, service, and support offerings, visit www.evident.com (Evident), www.healthtech.net (AHT), www.trubridge.com (TruBridge) www.getrealhealth.com (Get Real Health), www.trucode.com (TruCode), and www.hrgpros.com (HRG).www.trubridge.com.
For the results of operations by segment, refer to Note 18 of the consolidated financial statements included herein.
Software Development
The healthcare information technology industry is characterized by rapid technological change requiring us to continually make investments to update, enhance and improve our products and services. Software development costs are accounted for in accordance with ASC 350-40, Internal-Use SoftwareSoftwar. We capitalize incurred labor costs fore. Under ASC 350-40, 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 developmentpreliminary project activities and post-implementation and maintenance activities are expensed as incurred. We estimate the useful life of our capitalized software and amortize its valuecapitalize direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over that estimated life, which is estimated to be five years. IfWe test for impairment whenever events or changes in circumstances that could impact recoverability occur.
Total product development expenses included in our consolidated results of operations were approximately $37.2 million, $31.9 million and $32.8 million during 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 features are placed in service.
years ended December 31, 2023, 2022 and 2021, respectively. We capitalized software development costs of approximately $9.4$23.1 million, $19.1 million and $3.3$9.4 million during the years ended December 31, 20212023, 2022 and 2020, respectively, with no such costs capitalized during 2019. In addition, these investments have resulted in total expenditures related to our Product Development Services division of approximately $30.4 million, $33.5 million, and $36.9 million during the years ended December 31, 2021, 2020 and 2019, respectively.
See Note 5 to the consolidated financial statements included herein for additional information on software development costs.

Product ManagementStrategy

Through working withWe have built an enterprise-wide center of excellence for both our customersproduct and our internal stakeholders, Product Management has successfully identified many meaningful opportunities during 2020 and 2021. These opportunities have been in alignment with our Single Solution producttechnology strategy. This strategy creates solutions that are focused on workflowsorganization utilizes market research and our users' experiences. We utilize our customer councils (Provider, Nursing, Chief Financial Officerinterviews with clients, patients and Client Advisory) to prioritize these workflows. Workflow centric solutions allow us to address the most pressing needs our customers are facing and deliver solutions in a way that minimizes disruption and amplifies adoption. Over the past few years, we have invested in product infrastructure through application programming interfaces ("API") developmenthealthcare subject matter experts, as well as extensive data normalization efforts. These efforts have been instrumental in development of new products and have allowed ussurrounding our solutions to make significant progress supporting our strategy. These are foundational instruments that accelerate the pace of innovation.
Over the past 18 months, several meaningful partnerships have been established. These partnerships include MediComp, Qliqsoft, MediSolv, Vienna Advantage, Galen Healthcare and NovaRAD. The continued investment inensure our technology platform is increasing the speed of delivery of new products and creating a marketplace of choice formeeting our customers.client’s needs.
Accessibility, scalability and usability areserve as our critical product pillars. Thepillars, with recent investments in web basedmodern user experiences and improved workflows designed to address all three. For example:
Through data normalization efforts and the creation of both a unified clinical interoperability solution with our TruBridge Unify product technology and a modern data lakehouse solution for financial insights through TruBridge Analytics, we have addressed all threeaccelerated the pace of these pillars. Single Solutions thatinnovation, allowing our customers to recognize this value.
By deploying solutions such as robotic process automation, we continuously strive to optimize user workflows for our clinical and financial solutions, increasing efficiencies and delivering modern user experiences.
By investing in new patient engagement and communication solutions, we have been identifiedimproved staff, provider and brought to marketpatient interactions and increased patient participation in 2021 include Communications Center, Thrive Web Client, Patient Connect, Notes, Patient Data Console, 3R and FMS, each of which supports a wide spectrum of user personas and industry specific workflows.
Product Management has introduced a significant initiative to proactively understand user behaviors and product adoption. We are actively implementing a User Analytics platform on all CPSI cloud software platforms to collect and interpret user data into actionable information without added development time in order to continually improve user experiences, influence product roadmaps and provide meaningful insights.their healthcare experience.
System Implementation and Training
Conversion Services. When a client purchases or leases one of our systems, we convert their existing data to the new system. Our knowledge of hospital data processing, in conjunction with extensive in-house technical expertise, allows us to accomplish
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this task in a cost effective manner. When we install a new system, the data conversion has already occurred so that the system
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is immediately operational. Our goal is for each client to be productive on day one in order to eliminate time and money wasted on the costly and inefficient task of maintaining the same data on parallel systems. Our services also relieve the hospital staff of the time-consuming burden of data conversion. The conversion process is the initial phase of our long-term partnership and overall client experience.
Training. In order to integrate the new system and to ensure its success, we spend approximately sixteen weeks providing individualized training remotely and on-site at the go-live. We provide hardware and software application training for all hospital users, including staff members and healthcare providers, during all hospital shifts. We employ nurses, medical technicians, and providers along with our technical training staff in order to help us communicate more effectively with our clients during the training process. This training phase is also part of the overall client experience that is provided to all of our clients.
Clients, Sales and Marketing
Target Markets
The target market for our RCM product and services extends beyond hospitals of less than 100 beds, where we have historically focused our EHR efforts. We are acutely focused on our vision of selling our RCM solution to both our existing customer base, as well as to hospitals of 400 beds or under in the United States. There are approximately 4,600 of these hospitals with fewer than 400 beds.
Our strategy to grow our RCM business is centered around leveraging our established sales relationships within our substantial EHR customer base in order to cross sell RCM services. In addition, we target hospitals that use competitor EHRs and upmarket larger hospitals and health systems that manage their RCM operations in-house. The hospitals are under increasing financial pressure caused by fluctuating patient volumes, increasing self-pay accounts, and the lingering impact of the COVID-19 pandemic.
A core initiative to our growth plan is to maintain a strong retention rate across our EHR base and pursue conservative growth of new EHR clients, as they are critical to driving cross-sales of our RCM solutions. We target hospitals under 100 beds in the United States that we believe are currently using a vendor that we have determined is vulnerable based on a variety of factors. Our goal in the ambulatory market is to aggressively target physician practices in those communities where the local hospital is a current TruBridge client.
The target market for our acute care EHR systems consists of community hospitals with fewer than 200 acute care beds, with a primary focus on hospitals with fewer than 100 acute care beds. In the United States, there are approximately 3,9003,800 community hospitals with fewer than 200 acute care beds, with approximately 2,900 of these having fewer than 100 acute care beds. In addition, we market our products to small specialty hospitals in the United States that focus on discrete medical areas such as behavioral health, surgery, rehabilitation and long-term acute care. Approximately 98% of our existing acute care clients are hospitals with fewer than 100 acute care beds, while approximately 99%beds.
Our patient engagement efforts continue to focus on growing the number of ourregistered patient users with existing acute care clients are hospitals with fewer than 200 acute care beds
The target market for our post-acute care EHR solution consists of approximately 15,500 long-term care and skilled nursing facilities in the United States. In addition, through a strategic relationship with Medtelligent, we are able tointernational market an EHR for assisted living facilities creating add-on sales opportunities in our direct client base and new sales opportunities acrosswhile also initiating penetration of the broader senior livingdomestic market.
The expanded We target market for our TruBridge services consists of small to mid-size hospitals in the United States. There are approximately 4,850 of these hospitals with fewer than 500 beds. In addition, we are now marketing our TruBridge services to post-acute care facilities, of which there are approximately 15,500 in the United States.
Our strategy to grow our TruBridge business is centered around leveraging our established sales relationships within our substantial acute and post-acute EHR base in order to cross sell TruBridge services. In addition, we target hospitalsU.S. that use competitor EHRs, including upmarket larger hospitals and health systems that manage their RCM operations in-house under increasing financial pressure due to fluctuating patient volumes, increasing self-pay accountssupport multiple EHRs and the impactdata sources around affiliated providers and practices. The target market for our domestic launch is acute care EHR systems of the COVID-19 pandemic.
A core initiative to our growth plan is to maintaincommunity hospitals that are part of a healthy retention rate across our EHR base and pursue conservative growth of new EHR clients, as they are critical to driving cross-sales with TruBridge. To obtain conservative growth of new EHR clients, we (1) target those hospitals under 100 beds inhospital system. In the United States, there are approximately 3,400 community hospitals that we believe are currently using a vendor that we have determined is vulnerable basedfall into this category. The target market for our engagement solution also includes government healthcare and health information exchanges focused on a variety of factors and (2) target English speaking countries outside the U.S. through active marketing efforts and establishing strategic business relationships. Our goalleveraging technology to drive efficient care delivery in the ambulatory market isaddition to aggressively target physician practices in those communities where the local hospital is a current CPSI client.
Our goal in the post-acute care market is to continue to target both individual facilities as well as larger multi-facility corporate entities. In addition, we intend to extend our penetration into the post-acute care market by offering an assisted living facility EHR solution that we believe will broaden the appeal of our solutions to those operators who offer multiple care settings in their organizations.citizen portal initiatives.
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The following table presents our revenues generated from clients located within the U.S. ("Domestic") and all foreign countries, in total ("International").
Year ended December 31, Year ended December 31,
(In thousands)(In thousands)202120202019(In thousands)202320222021
Sales revenues:Sales revenues:
DomesticDomestic$274,521 $257,883 $270,966 
Domestic
Domestic
International(1)
International(1)
6,108 6,605 3,668 
$
$280,629 $264,488 $274,634 
(1) International sales revenues are related to the Caribbean nation of St. Maarten, the islands of Turks and Caicos, Canada, England, Australia, the United Arab Emirates and the Netherlands.
(1) International sales revenues are related to the Caribbean nation of St. Maarten, the islands of Turks and Caicos, the British Overseas Territory of Anguilla, Canada, England, Australia, the United Arab Emirates and the Netherlands.
(1) International sales revenues are related to the Caribbean nation of St. Maarten, the islands of Turks and Caicos, the British Overseas Territory of Anguilla, Canada, England, Australia, the United Arab Emirates and the Netherlands.
(1) International sales revenues are related to the Caribbean nation of St. Maarten, the islands of Turks and Caicos, the British Overseas Territory of Anguilla, Canada, England, Australia, the United Arab Emirates and the Netherlands.
Sales Staff
We have dedicated sales organizations in all three business lines: acute care EHR, post-acute careunits: RCM, EHR, and business management, consulting and managed IT services.patient engagement. Many of our sales personnel are hired from within the Company and have previous experience in client support roles. We believe this experience positions them to more effectively sell our products and services within our target markets. We have also added some talent from outside the Company, creating a depth of experience we believe will enhance the effectiveness of the teams. Our sales organizations are generally divided into four areas: sales management, new client sales, existing client sales and sales support staff. New client sales staff are typically organized based on geographic territories, though we also have sales personnel that focus on national accounts in our post-acute care EHR business due to the number of national chain operators in that market.territories. Our sales representatives who sell to existing clients have assigned clients within their territory, which is also geographically based. Some sales representatives in our services areas are assigned specifically to cross-sell services into our acute care EHR and post-acute care EHR client bases.base. A significant portion of the compensation for all sales personnel is commission based except for administrative support staff is commission based.staff.
Marketing Strategy
Our corporate marketing strategy positions CPSITruBridge as a healthcare solutions company serving communitythat supports providers in their efforts to deliver the best care possible for their communities. Through a suite of innovation products, collaborative services and tools, we help clients eliminate the financial and operational obstacles holding them back and lay the foundation for lasting success. We are a healthcare organizations through our family of healthcare information technology companies.
Our EHR softwaresolutions company and services address providers acrosswe clear the care continuum, with a primary focus on the community healthcare market. We believe our ability to serve ambulatory, acute and post-acute care settings with our products will be especially appealing as new reimbursement models force the coordination of care by healthcare providers. Our ability to connect patients to care providers within their community and across communities through our own products and interoperability development, including our membership in the CommonWell Health Alliance, sets us apart from other competitors in our market. Our goal is to position ourselves as partners to community healthcare providers as they move to a more proactive care model based on the use of data analytics and patient engagement tools.way for care.
With regard to business management, consulting and managed IT services,our RCM solutions, we will continue to leverage our proven track record of success in accounts receivable management and private pay collections for community healthcare providers. With the increasing complexity of reimbursement requirements and a global shift in healthcare towards an increase in patient financial responsibility, the ability of our services business to bring expertise and best practice operational efficiencies to bear is a significant competitive advantage. In consulting services, the added complexity brought about by the transition to the ICD-10 code set, a standard transaction code set for diagnostic purposes under HIPAA, has created a significant demand for our coding services. Our strategy is to leverage anycross sell our RCM solutions into our loyal EHR customer base as we prioritize strengthening our client relationships. At the same time, we target the 400 bed and less hospital market outside of our EHR client network, which hospitals have a need to improve revenue cycles and address staffing issues.
Our EHR software and services address providers across the care continuum, with a primary focus on the community healthcare market. Our ability to connect patients to care providers within their community and across communities through our own products and interoperability development, including our membership in the CommonWell Health Alliance, sets us apart from other competitors in our market. Our goal is to position ourselves as partners to community healthcare providers as they move to a more proactive care model based on the use of data analytics and patient engagement whethertools.
Our strategy to grow our patient engagement business IT or consulting, into opportunitiesis centered around leveraging our established customer relationships within our substantial partner ecosystem for continued sales around licensing and professional services. In addition, we target hospitals that use competitor EHRs, including upmarket larger hospitals and health systems that support multiple EHRs and data sources around affiliated providers and practices. A core initiative to cross-sell other servicesour growth plan is to the client.maintain a strong retention rate of this client base and pursue rapid growth of new clients domestically.
Backlog
Backlog consists of revenues we reasonably expect to recognize over the next twelve months under existing contracts. The revenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support and maintenance and TruBridgeRCM services. As of December 31, 2021,2023, we had a twelve-month backlog of approximately $5$9 million in
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connection with non-recurring system purchases and approximately $281$328 million in connection with recurring payments under support and maintenance and TruBridgeRCM services. As of December 31, 2020,2022, we had a twelve-month backlog of approximately $10$6 million in connection with non-recurring system purchases and approximately $242$322 million in connection with recurring payments under support and maintenance and TruBridgeRCM services.
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Competition
The market for our products and services is competitive, and we expect additional competition from established and emerging companies in the future. Our market is characterized by rapidly changing technology, global shifts in the healthcare system, evolving user needs and impactful regulatory and reimbursement changes. We believe the principal competitive factors that hospitals, clinics and post-acute care providers consider when choosing between us and our competitors are:
perceived level of product and system security;
product features, functionality and performance;
range of services offered;
level of client service and satisfaction;
ease of integration and speed of implementation;
product price;
cost of services offered;
results of services engagements;
knowledge of the healthcare industry;
training provided;
sales and marketing efforts; and
company reputation.
We believe that we compete favorably with our competitors on these factors. Our principal competitors for RCM solutions include RelayHealth Corp, SSI Group, LLC, Quadax Inc., Change Healthcare Holdings, Inc., Availity, LLC, Waystar Technologies, Inc., and Navicure, Inc. Our principal competitors in the business management, consulting and managed IT services market are Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble Health Partners, and nThrive, Inc. These companies all focus on providing services to the healthcare market, and the services they offer are comparable in scope to the competing services we offer. Secondary competitors in the RCM space include ARx LLC, Citadel Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. The primary competitors for our encoder solutions include 3M, Nuance and Optum.
Our principal competitors in the acute care EHR market are Oracle Cerner Corporation, Medical Information Technology, Inc. ("Meditech"), and MEDHOST, Inc. These companies compete with us directly in our target market of small and midsize hospitals. They offer comparable products and systems that are comparable to our system and address the needs of hospitals in the markets we serve.
Our secondary competitors in the acute care EHR market include Allscripts Healthcare Solutions, Inc.N. Harris Computer Corporation and Epic Systems Corporation. These companies are significantly larger than we are, and they typically sell their products and services to larger hospitals outside of our target market. However, they will sometimes compete with us directly or, more commonly, when a larger health system who uses a system from one of these companies will offer it to a smaller hospital as part of a merger or alliance.
We also face competition from providers of practice management systems, general decision support and database systems and other segment-specific applications. Any of these companies as well as other technology or healthcare companies could decide at any time to specifically target hospitals within our target market.
Our principal competitors in the post-acute care EHRpatient engagement market are PointClickCare Corporation and MatrixCare, Inc. These companies compete with us directly in our target market of long-term post-acute care facilities. They offer products and systems that are comparable to our system and address the needs of long-term care providers.
Our principal competitors in the business management, consulting and managed IT services (which includes the services of recently-acquired HRG) market are Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble Health Partners, and nThrive, Inc. All of these companies provide one or more of the services we offer, with their primary focus being on business management services. The services they offer are comparable in scope to the competing services we offer. These companies all focus on providing services to the healthcare market. Secondary competitors include ARx LLC, Citadel Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. Our principle competitors for RCM solutions include RelayHealth Corp, SSI Group, LLC, Quadax Inc., Change Healthcare Holdings, Inc., Availity, LLC, and Navicure, Inc. Get Real Health's primary competitors include Relay Health, Get Well Network/Healthloop, Apollo Care Connect, Bridge Patient Portal, eClinicalWorks Patient Portal, Influence Health, and InteliChart. TruCode's primary competitors include 3M, Nuance and Optum.
Actual or perceived security breaches of our systems could harm the market perception of our products and services which could impact our retention of existing clients and ability to acquire prospective clients.
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Health Information Security and Privacy Practices
The Health Insurance Portability and Accountability Act of 1996 ("HIPAA"(“HIPAA”) is a federal law governing the use, disclosure, transmission and storage of certain individually identifiable health information, referred to as "protected health information," and that was enacted for the purpose of, among other things, protecting the privacy and security of protected health information. As directed by HIPAA, the Department of Health and Human Services (the "DHHS") has promulgated standards and rules for certain electronic health transactions, code sets, data security, unique identification numbers and privacy of protected health information. HIPAA and the standards promulgated by DHHS apply to certain health plans, healthcare clearinghouses and healthcare providers (referred to as "covered entities"), which includes our hospital and post-acute care clients. The Health Information Technology for Economic and Clinical Health Act (the "HITECH Act") and its implementing regulations published in January 2013 (the "HITECH Act") significantly expand HIPAA by extending privacy and security standards to "business associates" of healthcare providers that are covered entities. Under the HITECH Act, business associates are required to establish administrative, physical and technical safeguards and are subject to direct penalties for violations. Certain of our services frequently entailrequire us actingto act as a healthcare clearinghouse and/or in the capacity of a business associate to the hospitals and post-acute care clients that we serve. As a result, we are covered by the patient privacy and security standards of HIPAA and subject to oversight by DHHS. We believe that we have taken all necessary steps to comply with HIPAA, as it applies to us as a business associate, but it is important to note that DHHS could, at any time in the future, adopt new rules or modify existing rules in a manner that could require us to change our systems or operations.
Protecting individually identifiable health information and other sensitive data is a critical and essential function of CPSI’sTruBridge’s operations and its software solutions. A variety of industry-standard approaches that meet or exceed regulatory requirements such as HIPAA and HITECH are employed. In order to avoid unauthorized access for the life span of this data, diverse methods of identification, authentication, authorization and encryption are utilized at various points throughout the operating system, application software and hardware. These methods and processes are shared amongst servers and other end-user devices and are complemented by change management processes and tools, which allow the software change control cycle to be a formal, defined process.
In addition to HIPAA, many states have enacted patient confidentiality laws that protect against the unauthorized disclosure of confidential medical information, with many others adopting or considering further legislation in this area, including privacy safeguards, security standards, and data security breach notification requirements. Such state laws, if more stringent than HIPAA requirements, are not preempted by the federal requirements, and we must comply with them even though they may be subject to different interpretations by various courts and other governmental authorities. For example, the California Confidentiality of Medical Information Act has several standards that go beyond those set forth under HIPAA and its regulations.
The collection, use, storage, disclosure, transfer, or other processing of any personal data regarding individuals in the European Union, including personal health data, is subject to the European Union’s General Data Protection Directive (“GDPR”), which became effective onin May 25, 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union, including the United States, and permits data protection authorities to impose large penalties for violations of the GDPR, including potential fines of up to €20 million or 4% of annual global revenues, whichever is greater. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR.
Managing Cybersecurity Risks
Our business operations, including the provision of the products and services described above, involve the compilation and transmission of confidential information, including patient health information. We have included security features in our systems that are intended to protect the privacy and integrity of this information, but our systems may be vulnerable to security breaches, viruses, programming errors and other similar disruptive problems.
The Board of Directors is responsible for exercising oversight of management’s identification of, and planning for, the material risks facing the Company, and we believe our policies and procedures are adequate to ensure that relevant information about cybersecurity risks and incidents is appropriately reported and disclosed. During 2020, the Board authorized the formation of an Innovation and Technology Committee comprised of members of the Board. This Committee’s responsibilities include, but are not limited to, more closely monitoring and collaborating with the Company’s Governance, Risk & Compliance (“GRC”) Committee. The purpose of the GRC is to assist the Board in fulfilling its oversight responsibility with respect to the Company's risk management, ethics programs, and information security/privacy programs. The oversight responsibility of the GRC includes, but is not limited to, planning and conducting audits, conducting investigations, assuring compliance with relevant laws, and ensuring compliance with the Company's Code of Conduct and Business Ethics and related policies. The GRC consists of a cross functional leadership team including the Chief Technology Officer, Corporate Information Security Officer, Chief Innovation Officer, Senior Vice President of TruBridge, Corporate Compliance Officer, Corporate General Counsel, and Chief Financial Officer.
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Additionally, we appointed a Security Operations Center ("SOC") Director to oversee a number of initiatives designed to improve our cybersecurity protection, readiness and response. The Company partnered with a third party to provide Security as a Service ("SECaaS") to assist our internal SOC in reducing the likelihood and impact of a cybersecurity attack. The SOC oversees penetration testing, vulnerability scanning, intrusion prevention, endpoint and insider threat detection, log management and other cybersecurity-related projects. The Company consulted with third parties in 2017 and 2018 to conduct an evaluation of our cybersecurity risks. The Company also consulted with third parties to achieve ISO 27001 certification related to information security management, which was achieved during 2020. Finally, all users employed by or contracted to the Company are required to complete annual cybersecurity education and training, which includes identifying suspicious emails, internet threats, telecommunication threats and ransomware.
Although a portion of our workforce has returned to in-office environments following guidelines established by the Centers for Disease Control and Prevention, the successful expansion of work-from-home arrangements during the COVID-19 pandemic, in terms of employee productivity and satisfaction, has resulted in many of these arrangements becoming permanent. As such, we anticipate that our go-forward workforce will be more heavily distributed to remote work environments, and we will continue to focus on not introducing vulnerabilities into our technology systems..
Intellectual Property
We regard some aspects of our internal operations, software and documentation as proprietary, and rely primarily on a combination of contract and trade secret laws to protect our proprietary information. We believe, because of the rapid pace of technological change in the computer software industry, trade secret and copyright protection is less significant than factors such as the knowledge, ability and experience of our employees, frequent software product enhancements and the timeliness and quality of our support services. The source code for our proprietary software is protected as a trade secret. We enter into confidentiality or license agreements with our vendors, consultants and clients, and control access to and distribution of our software, documentation and other proprietary information. We cannot guarantee that these protections will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology.
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The Company endeavors to protect its intellectual property rights and maintain certain trademarks, trade names, service marks and other intellectual property rights, including Clear the Way for Care, TruBridge, MyCareCorner, and others. Trademark and service mark registrations must generally be renewed every five to ten years and we renew the registration of trademarks that we deem to have continuing value to our business.
We do not believe our software products or other CPSITruBridge proprietary rights infringe on the property rights of third parties. However, we cannot guarantee that third parties will not assert infringement claims against us with respect to current or future software products or that any such assertion may not require us to enter into royalty arrangements or result in costly litigation.
Material Government Regulations

Our business operations are subject to various federal, state and international laws, and our products and services are governed by a number of rules and regulations. For example, we are affected by the following regulations:

As discussed above, the HIPAA security and privacy standards affect our claims transmission services, since those services must be structured and provided in a way that supports our clients’ HIPAA compliance obligations, and GDPR is applicable to certain of our activities conducted from an establishment in the EU and our operations that are targeting clients and activities within the EU.

The United States Food and Drug Administration (the “FDA”) has determined that certain of our solutions, such as our ImageLink® product, are medical devices that are actively regulated under the Federal Food, Drug and Cosmetic Act, as amended.

The use of our solutions by physicians for electronic prescribing and electronic routing of prescriptions via the Surescripts network to pharmacies is governed by federal and state laws. States have differing regulations that govern the electronic transmission of certain prescriptions and prescription requirements.

Although there is no assurance that existing or future government laws, rules and other regulations applicable to our operations, products or services will not have a material adverse effect on our capital expenditures, results of operations and competitive position, we do not currently anticipate materially increased expenditures in response to government regulations or future material impacts to our results or competitiveness. These regulations and related risks are described in more detail below under “Risk Factors” beginning on page 25 of this Annual Report.
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Human Capital
As of December 31, 2021,2023, we had approximately 2,0003,219 employees. Most of our employees are remote, with the substantial majority of which areremaining employees located at our offices in Alabama, Mississippi, Pennsylvania, Washington, and Minnesota. None of our employees are covered by a collective bargaining agreement or are represented by a labor union with respect to his or her employment with us. We have not experienced any work stoppages and we consider our relations with our employees to be good.
We seek to be an employer of choice to attract, develop, and retain top talent in order to deliver a one-of-a-kind service and toexperience while fully leverageleveraging the strengths of our workforce to exceed customer expectations and meet our growth objectives. By improving the employee satisfaction, retention, and engagement,experience, we also improve ourthe ability to support our customers and protect the long-term interests of our stockholders. To that end, we strive to foster an engaged, diverse, inclusive, safe, purpose-driven culture where employees have equitable opportunities foran opportunity to achieve professional success.
COVID-19 Response
As the impact of COVID-19 continues to evolve, so have our processes. In true CPSI spirit, our talented leaders and employees focused their attention on keeping each other, our families, and our clients safe; supporting our clients’ vital missions; and protecting our business.
CPSI has continued to monitor correspondence from the Centers for Disease Control and Prevention ("CDC") and other federal and state agencies for developments and updated guidance on COVID-19. While we continue to follow the guidance of public health agencies, CPSI launched an internal employee taskforce to monitor COVID-19 developments. Their focus is to build internal strategies designed to protect our employees and our customers, and to highlight areas of critical importance to support the execution of business outcomes. The taskforce is comprised of cross-functional business leaders that evaluate changing risks and respond appropriately through employee communication design and policy updates.
Out of sincere commitment to and concern for our employees, their families and communities, CPSI took several actions to outwardly display our corporate responsibility for a safe and healthy workforce and to mitigate disruptions to business operations, such as: hosted on-site vaccine clinics for employees and their families, offered paid-time off to receive the COVID-19 vaccinations, held an employee vaccine incentive drawing, and other virtual employee engagement communications.
We are continuing to monitor and address COVID-19’s ongoing effects on our employees and their families, our clients, and the healthcare communities which we support.
Diversity, Equity and Inclusion
We are committed to creating a welcoming and inclusive environment, where everyone is inspired to be the best they can be and feels empowered to openly express opinions and ideas that help drive innovation, progress, and excellence. We eagerly promote our relentless commitment to creating an inclusive and respectful culture across our family of companies. We are steadfast in our responsibility to embrace the diversity of all people and demonstrate our values – collaborative, dependable, proactive, empathetic and agile - with an unwavering focus on those essential to the Company achieving sustainable and meaningful growth. We have a long-standing commitment to equal employment opportunity ("EEO"), as evidenced by the Company’s EEO policy.
As part of our commitment the Company launched our Inclusion, Diversity, Equity Alliance ("Team IDEA") in 2020, an employee-led council with executive sponsorship that is focused on strengthening company-wide engagement on diversity, equity and inclusion, providing learning opportunities for our employees, and helping to identify areas for improvement and monitor progress against these initiatives. In 2021,The mission of the Team IDEA executed on three initiatives: engaged employees through a series of monthly Diversity Equity and Inclusion ("DEI") awareness topics with unique activitiesCouncil is to promote a comprehensiveand champion diversity, inclusion, equity, and global understanding throughout TruBridge to enable employee learning experience, launched aengagement and strong business performance. The council members do this by sharing their diverse perspectives and advising management to help shape and implement TruBridge’s DEI Employee Survey,strategy. We are steadfast in our responsibility to embrace the diversity of all people and deployed policy updates that provide a greater sense of inclusiveness.

demonstrate our values – embracing the fun, daring to explore, getting after greatness, doing the right thing, and putting people first – with an unwavering focus on those essential to TruBridge achieving sustainable and meaningful growth.
Now, more than ever, we are committed to listening with open hearts and leading with empathy — toward each other, toward our customers and toward our healthcare communities. We continue to invite our people leaders, board, clients, and community leaders, along with our chief people officer, to advise us along this journey.
Compensation and Benefits
We compensate employees with competitive wages and benefit and wellness programs designed to meet employee needs. Our compensation program is designed to recognize our employees' contributions to service excellence and business results. We use a combination
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of fixed and variable pay including base salary, bonus, commissions and merit increases which vary across the Company. In addition, as part of our incentive plan for executives and certain employees, we provide share basedstock-based compensation to attract, retain and motivate our key leaders. For further information concerning our equity incentive plans, see Note 9, Stock-based Compensation and Equity.
As the success of our employees is fundamentally connected to the well beingwell-being of our people, our healthcarebenefit and benefitwellness programs focus on threefour key pillars: physical, emotional, financial, and financialsocial well-being. We offer a wide array of benefits including comprehensive health and welfare insurances that reflect a 401(K)74% participation rate. Included is a 401(k) plan with employer-match, generous time-off, company paid maternityshort term disability, basic life insurance, parental leave policy that pays 6 weeks to those adding to their family, identity theft insurance, and financial planning support. We provide emotional well-being services
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through our medical carrier, Neuro580, and associated Employee Assistance Program. In addition, ourOur financial education tools offer employees resources to reach their personal financial goals.In addition, our newly added Pay it Forward (ETO donation) program has gathered donations from 179 employees totaling over 6,000 hours of donated time.This program has helped 86 employees by granting them time off during personal or family medical crises.
We continue to partner with our employees, including our people leaders to understand how we can better support their health and wellness while allowing them to be their true and authentic selves at work every day.
Development
Our goal is to create opportunities for employeepromote the growth development, education and training, includingof our people through the provision of opportunities to cultivate talent, measurement of performance in their current role, and identifyidentification of candidates for new roles from within the Company. We striveIn 2023 we did this through (1) a focus on developing our leaders, (2) increasing our people’s access to ensure thatquality content, and (3) improving the overall experience we haveprovide to our learners. Accelerate 2.0 pushed the right leaders in placefirst 105 People Leaders through a customized Leadership Development program guiding them on how to drive our strategic initiatives not only today but also intolead themselves, the future. We are committed to a safe workplace and an ethical environment in which employees are respected in a culture of belonging and dignity and in which they can continually develop their skills and expertise to advance their careers.
We also believe that ongoing performance feedback encourages greater engagement in our business, and improved individual performance. Each year,the Company. We upgraded our content library to enable our employees participate inaccess to over 30,000 new modules from over 150 publishers across a variety of core themes. Through automation and governance revisions we increased the accuracy of our Performance Development Programlearning data and reduced barriers between our people and the opportunities they seek.
To gauge an individual's ability to impact growth, we began installation of a performance architecture that summarizes key accomplishments forbetter ties individual financial reward to the precedingindividual’s contribution towards our present and future success as a Company. This includes setting goals throughout the year, establishes newallowing people to evaluate progress against those goals, and identifies critical capabilities for development. We encourage managersgaining feedback from our people leaders. Inherent in the execution of this process is an aim to solicitrecognize differentiation in individual performance levels and share supportive 360-degree feedback, further strengthening the focusincentivize accordingly. The balance of perspective on teamworkshort and team success.long-term performance paired with individualized compensation is intended to promote sustained evolution and retention of our talent base.
Employee Recruitment
Our key talent philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep understanding among our employee base of our business, vision, products, services and clients among our employee base, while adding new employees and ideas in support of our continuous improvement mindset. AsWe continue to focus on working in a direct result of the operational COVID-19 pandemic adjustments made to the organization during 2020, the opportunity became available to offer more work from home positions, whereas before, they would have been conducted from within an office space. Leveraging work collaboration tools and other technologies, the ability to hirepredominantly remote employees has supportedenvironment, which supports our efforts to growexpand our internal talent and welcome employees from diverse backgrounds and geographies, creating deeper team collaboration and a more engaging client experience. Our recruitment team uses internal and external resources to recruit diverse, highly skilled and talented workers, and we encourage employee referrals for open positions. The acquisition of Viewgol will bring a global perspective to hiring in 2024. Expanding our global footprint will assist in diversifying our talent sources to scale our people practices.
Communication and Engagement
Given the geographic diversity of our workforce, we use multiple modalities in our communication efforts. Our email and the employee hotline have been bolstered by the inclusion of all-employee texting and weekly all-employee communications. Other efforts include live teleconference all-employee meetings hosted by a variety of our leaders. Additionally, leaders participate in monthly business updates that facilitate awareness of current business initiatives, progress and results. These meetings encourage cross-functional collaboration and help ensure that our teams are not working in silos. These efforts have led tosupported our ability to deliver a more consistent message across all of our constituencies and thereby improve employee engagement.
Material Government Regulations

Our business operations are subject to various federal, state and international laws, and our products and services are governed by a number of rules and regulations. For example, we are affected by the following regulations:

As discussed above, the HIPAA security and privacy standards affect our claims transmission services, since those services must be structured and provided in a way that supports our clients’ HIPAA compliance obligations, and GDPR is applicable to certain of our activities conducted from an establishment in the EU and our operations that are targeting clients and activities within the EU.

The United States Food and Drug Administration (the “FDA”) has determined that certain of our solutions, such as our ImageLink® and Blood Administration ® products, are medical devices that are actively regulated under the Federal Food, Drug and Cosmetic Act, as amended.

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The use of our solutions by physicians for electronic prescribing and electronic routing of prescriptions via the Surescripts network to pharmacies is governed by federal and state laws. States have differing regulations that govern the electronic transmission of certain prescriptions and prescription requirements.

The federal Anti-Kickback Statute (“AKS”) (See 42 U.S.C. § 1320a-7b) is a criminal statute that prohibits the exchange (or offer to exchange), of anything of value, in an effort to induce (or reward) the referral of business reimbursable by federal health care programs. The CMS has stated that kickbacks have led to overutilization and increased costs of healthcare services, corruption of medical decision making, steering patients away from valid services or therapies and unfair, non-competitive service delivery. Certain of our products and services may be reimbursed by federal healthcare programs such that referrals of business for such products and services may implicate, or have the appearance of implicating, the AKS. Examples of prohibited kickbacks include receiving financial incentives such as discounts or gifts for referrals. Possible penalties for violating the AKS include fines of up to $25,000 per violation, up to five years in jail, and exclusion from Medicare and Medicaid care program business.

Although there is no assurance that existing or future government laws, rules and other regulations applicable to our operations, products or services will not have a material adverse effect on our capital expenditures, results of operations and competitive position, we do not currently anticipate materially increased expenditures in response to government regulations or future material impacts to our results or competitiveness. These regulations and related risks are described in more detail below under “Risk Factors” beginning on page 22 of this Annual Report.
Executive Officers
The executive officers of CPSI serve at the pleasure of the Board of Directors. Set forth below is a list of the current executive officers of CPSITruBridge and a brief explanation of each individual’s principal employment during the last five years.
J. Boyd DouglasChristopher L. FowlerPresident and Chief Executive Officer. J. Boyd Douglas,Christopher L. Fowler, age 55, has served48, was appointed as our President and Chief Executive Officer, since May 2006. He was first elected asand a director in March 2002.member of the Board of Directors on July 1, 2022. Mr. DouglasFowler began his career with usTruBridge in August 1988May 2000 as a Software Support Representative and later as a manager of Financial Software Support Representative.Services. From May 1990August 2004 until November 1994,March 2008, Mr. DouglasFowler served as Manager of Electronic Billing,Assistant Director and from December 1994 until July 1999, he held the position of Director of ProgrammingBusiness Management Services. From July 1999 until May 2006, Mr. DouglasFowler served as our ExecutiveTruBridge’s Vice President and– Business Management Services from March 2008 until the formation of TruBridge in January 2018, after which time he served as its President.He then served as Chief Operating Officer.Officer of the Company from November 2015 through June 2022.
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David A. DyeChief GrowthOperating Officer. David A. Dye, age 52,54, was appointed as our Chief GrowthOperating Officer in November 2015, havingon October 10, 2022. Mr. Dye previously served as our Chief Growth Officer since November 2015 and Chief Financial Officer, Secretary and Treasurer from June 2010 until November 2015. Mr. Dye served as our President and Chief Executive Officer from July 1999 to May 2006. He was first elected as a director in March 2002 and served as our Chairman of the Board from May 2006 until April 2019. Mr. Dye began his career with CPSITruBridge in May 1990 as a Financial Software Support Representative and served in various capacities until July 1999. Mr. Dye served as a director of Bulow Biotech Prosthetics, LLC, a company headquartered in Nashville, Tennessee that operates prosthetic clinics in the Southeastern United States, from July 2006 until October 2018.
Christopher L. FowlerVinay BassiChief Operating Officer and President (TruBridge). Christopher L. Fowler, age 46, was appointed as our Chief Operating Officer in November 2015 and has served as the President of TruBridge since its formation in January 2013. Prior to the formation of TruBridge, Mr. Fowler served as CPSI’s Vice President - Business Management Services, beginning in March 2008. Mr. Fowler began his career with CPSI in May 2000 as a Software Support Representative and later as a manager of Financial Software Services. From August 2004 until March 2008, Mr. Fowler served as Assistant Director and Director of Business Management Services.
Matt J. ChamblessChief Financial Officer, Secretary and Treasurer.Matt J. Chambless, Vinay Bassi, age 41,53, was appointed as our Chief Financial Officer, Secretary and Treasurer in November 2015, having previously served as our Director of Financial Reporting from March 2012 until November 2015.January 1, 2024. Prior to joining CPSI,TruBridge, Mr. ChamblessBassi served as Chief Financial Officer for the Accounting Manager for Northside Hospital System from May 2011 until March 2012Audience Measurement division at Nielsen Holdings plc and as an audit professional, including an Audit Manager, for Grant Thornton, LLP from August 2004 to May 2011.
Robert D. HinckleSenior Vice President–Client Services. Robert D. Hinckle, age 52, served as our Vice President - Software Services from October 2004 until January 2013held various finance and has served as our Senior Vice President - Client Services since January 2013. Since beginning his career with CPSI in 1995 as a Financial Software Support Representative, Mr. Hinckle has worked in variouscorporate development positions in our Software Services Division, including Team Manager, Assistant Director and Director of that division.
Amaris A. McComas - Chief People Officer. Amaris A. McComas, age 39, was appointed as our Chief People Officer in May 2021.company since 2016. Prior to joining CPSI, Ms. McComas servedNielsen in 2016, Mr. Bassi worked in corporate development at Avaya Inc. from 2004 to 2016. He began his career as the Head of HR Transformationan Auditor at PricewaterhouseCoopers LLP and Strategy for Equitable from January 2020 until April 2021. She also held various HR leadership rolesspent time at Teachers InsuranceStandard and Annuity Association of America ("TIAA") from August 2016 until January 2020, including Senior Director of Talent Acquisition, Head of TalentPoor's and Learning for TIAA Bank, and Senior HR Business Partner for the Office of the CFO.Citigroup.
Dawn M. Severance - Senior Vice President ofChief Sales (TruBridge).Officer. Dawn M. Severance, age 52,54, was appointed as our Chief Sales Officer in November 2022 after serving as Senior Vice President of Sales for TruBridge insince January 2021. Ms. Severance joined CPSITruBridge as part of the Healthland acquisition in 2016 where she served as Vice President of Sales. From 2002 until 2016, sheMs. Severance served in various roles within Healthland, including Implementation and Application Specialist before moving into Account Management and Sales.
J. Patrick Murphy - Senioras Regional Vice President (TruBridge).of Sales for TruBridge from 2016 to May 2019 and as Vice President of Sales for TruBridge from May 2019 to January 2021.
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Kevin Plessner - General Counsel. J. Patrick Murphy, FHFMA, MBA,Kevin Plessner, age 49,41, was appointed as our Senior Vice President (TruBridge)General Counsel in January 2021.2022. Mr. Murphy began his career with CPSIPlessner joined TruBridge as part of the Get Real Health acquisition in 2011 as a Director of Consulting Services and2019. He served as a Senior Director of Consulting ServicesGeneral Counsel at Get Real Health from October 20172013 until March 2018 followed by Vice President - Business Services from March 2018 until January 2021.the 2019 acquisition, at which point he became Corporate Counsel at TruBridge.
Claire H. StephensWes D. Cronkite - Senior Vice President (AHT).Chief Technology and Innovation Officer. Claire H. Stephens,Wes D. Cronkite, age 45,41, was appointed as our Chief Innovation Officer in May 2021 and then was appointed Chief Technology and Innovation Officer in November 2022. Prior to joining TruBridge, Mr. Cronkite served as Senior Vice President (AHT) in October 2020. Ms. Stephens served asof Innovation at BrightSpring Health from August 2018 until April 2021. He also held various healthcare technology leadership roles at nThrive (formerly MedAssets) from March 2010 through August 2019, including Senior Vice President of Client Services for AHT from March 2014 until October 2020. Since beginning her career with AHT in February 2000 as a software implementation representative, Ms. Stephens served in various positions in Client Services, including Senior Services RepresentativeInternal Analytics, Vice President of Strategic Initiatives, and Staff Training Manager,Vice President of System Strategy and served as the Director of Client Services from 2005 until March 2014.Operations.
Company Web Site
The Company maintains a web site at http://www.cpsi.com.www.trubridge.com. The Company makes available on its web site, free of charge, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as it is reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. The Company is not including the information contained on or available through its web site as a part of, or incorporating such information into, this Annual Report on Form 10-K.
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ITEM 1A.RISK FACTORS
These are not the only risks and uncertainties that we face. Our business, financial condition, operating results, and stock price can be materially and adversely affected by a number of factors, whether currently known or unknown, including, but not limited to, those described below. Any one or more of such factors could directly or indirectly cause our actual financial condition and operating results to vary materially from our past or anticipated future financial condition or operating results.
RISKS RELATED TO OUR INDUSTRY
The impact of the ongoing COVID-19 pandemic and related economic disruptions have materially affected our revenue and could materially affect our gross margin and income, as well as our financial position and/or liquidity.
Beginning in March 2020, the global pandemic related to the novel coronavirus COVID-19 began to impact the global economy and our results of operations. Because of the size and breadth of this pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. Risks presented by the ongoing effects of COVID-19 include the following:
Revenues, Gross Margin, and Income. The impact of COVID-19 on our community hospital client base, and the related decrease in patient volumes, have negatively impacted, and will continue to negatively impact, our variable revenues, gross margins and income driven by collection volume. Additionally, new EHR system installations have been, and will continue to be, negatively impacted by restrictive travel and social distancing protocols. The Company began to experience these impacts in March 2020, which increased in significance in the second quarter of 2020 before gradually improving over the remainder of 2020 and 2021. However, uncertainty remains with respect to the pace of economic recovery, as well as the potential for resurgences in transmission of COVID-19 and related business closures due to the emergence of virus variants and vaccine hesitancy and refusal among various populations. In addition, although we have experienced no notable disruption to our operating cash flows through the date of this report, we currently expect that the aforementioned limitations on travel and decreased client patient volumes will ultimately result in decreased cash collections from our customers as long as these conditions persist. For further discussion, see “Failure to maintain our margins and services rates for implementation services could have a material adverse effect on our operating performance and financial conditions”.
Adverse Legislative and/or Regulatory Action. Federal, state and local government actions to address and contain the impact of COVID-19 have adversely affected and may continue to adversely affect us. For further discussion, see “There is significant uncertainty in the healthcare industry, both as a result of recently enacted legislation and changing government regulation, which may have a material adverse impact on the businesses of our hospital clients and ultimately on our business, financial condition and results of operations”.
Operational Disruptions and Heightened Cybersecurity Risks. Our operations could be disrupted if key members of our senior management or a significant percentage of our workforce or the workforce of our client community hospitals are unable to work because of illness, government directives or otherwise. Having shifted to remote working arrangements, we also face a heightened risk of cybersecurity attacks or data security incidents and are more dependent on the internet and telecommunications access and capabilities. For further discussion, see “Breaches of security and viruses in our systems could result in client claims against us and harm to our reputation causing us to incur expenses and/or lose clients”.
The extent to which the COVID-19 pandemic will impact our financial condition and results of operations will depend on future developments, which are highly uncertain and difficult to predict, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, the speed at which vaccines are deployed and their effectiveness against COVID-19 variants and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may experience material adverse impacts to our business as a result of the global or U.S. economic impact and any recession that has occurred or may occur in the future.
Additionally, concerns over the economic impact of the COVID-19 pandemic have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact our stock price and may adversely impact our ability to access capital, at all or on reasonable terms. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described herein.
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There are a limited number of hospitals in our target market. Saturation or consolidation in the healthcare industry could result in the loss of existing clients, a reduction in our potential client base and downward pressure on the prices of our products and services.
The limited number of hospitals with fewer than 200 acute care beds in our general target market for our acute care product and service offerings has resulted in an ever narrowing market for new system installations and add-on sales which could materially and adversely impact our business, financial condition and operating results.
Our primary objectives are to increase the market share of our TruBridgeRCM services, aggressively pursue competitive and vulnerable EHR replacement opportunities, and differentiate our products and services on a client experience basis that enables us to sell a broader set of services into a loyal base of clients that are our advocates. Although we have formulated strategic responses for capitalizing on each of the identified opportunities, there is no guarantee that such responses will ultimately prove successful. Additionally, to the extent that these opportunities fail to develop or develop more slowly than expected, our business, financial condition and operating results could be materially and adversely impacted.
Furthermore, many healthcare providers have consolidated to create larger healthcare delivery enterprises with greater market power. If this consolidation continues, we could lose existing clients and could experience a decrease in the number of potential purchasers of our products and services. The loss of existing and potential clients due to industry consolidation could cause our revenue growth rate to decline.
Economic, market and other factors may cause a decline in spending for information technology and services by our current and prospective clients which may result in less demand for our products, lower prices and, consequently, lower revenues and a lower revenue growth rate.
The purchase of our information system involves a significant financial commitment by our clients. At the same time, the healthcare industry faces significant financial pressures that could adversely affect overall spending on healthcare information technology and services. For example, the COVID-induced recession, combined with actual and potential further reductions in federal and state funding for Medicare and Medicaid, has caused hospitals to reduce, eliminate or postpone information technology related and other spending. To the extent spending for healthcare information technology and services declines or increases slower than we anticipate, demand for our products and services, as well as the prices we charge, could be adversely affected. Accordingly, we cannot assure you that we will be able to increase or maintain our revenues or our revenue growth rate.
There is significant uncertainty in the healthcare industry, both as a result of recently enacted legislation and changing government regulation, which may have a material adverse impact on the businesses of our hospital clients and ultimately on our business, financial condition and results of operations.
The healthcare industry is subject to changing political, economic and regulatory influences that may affect the procurement processes and operation of healthcare facilities, including our hospital clients. During the past decade, the healthcare industry has been subject to increased legislation and regulation of, among other things, reimbursement rates, payment programs, information technology programs and certain capital expenditures (collectively, the "Health Reform Laws").
The Health Reform Laws contain various provisions which impact us and our clients. Some of these provisions have a positive impact, by expanding the use of electronic health records in certain federal programs, for example, while others, such as reductions in reimbursement for certain types of providers, have a negative impact due to fewer available resources. The continued increase in fraud and abuse penalties is expected to adversely affect participants in the healthcare sector, including us.
Among other things, the Health Reform Laws provide for the expansion of Medicaid eligibility, mandate material changes to the delivery of healthcare services and reduce the reimbursement paid for such services in order to generate savings in the Medicare program. The Health Reform Laws also modify certain payment systems to encourage more cost-effective, quality-based care and a reduction of inefficiencies and waste, including through various tools to address fraud and abuse.
The Health Reform Laws will continue to affect hospitals differently depending upon the populations they serve and their payor mix. Our target market of community hospitals typically serve higher uninsured populations than larger urban hospitals and rely
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more heavily on Medicare and Medicaid for reimbursement. It remains to be seen whether the increase in the insured population for community hospitals will be sufficient to offset actual and proposed additional cuts in Medicare and Medicaid reimbursements contained in the Health Reform Laws.
The Health Reform Laws are leading to significant changes in the healthcare system, but the full impact of the legislation and of further statutory and regulatory actions to reform healthcare on our business is unknown. As a result, there can be no assurances
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that the legislation will not adversely impact either our operational results or the manner in which we operate our business. We believe some healthcare industry participants have reduced their investments or postponed investment decisions, including investments in our solutions and services.
Cost-containment measures instituted by healthcare providers as a result of regulatory reform or otherwise could result in a reduced allocation of capital funds. Such a reduction could have an adverse effect on our ability to sell our systems and related services. Although the Biden administration promises to prioritize public health by fortifying and expanding implementation of such laws and legislation, we cannot predict what effect, if any, such additional proposals or healthcare reforms might have on our business, financial condition and results of operations.
As existing regulations mature and become better defined, we anticipate that these regulations will continue to directly affect certain of our products and services, but we cannot fully predict the effect at this time. We have taken steps to modify our products, services and internal practices as necessary to facilitate our compliance with the regulations, but there can be no assurance that we will be able to do so in a timely or complete manner. Achieving compliance with these regulations could be costly and distract management’s attention and divert other company resources, and any noncompliance by us could result in civil and criminal penalties.
The healthcare industry is heavily regulated at the local, state and federal levels. Our failure to comply with regulatory requirements could create liability for us, result in adverse publicity and negatively affect our business.
The healthcare industry is heavily regulated and is constantly evolving due to the changing political, legislative and regulatory landscapes. In some instances, the impact of these regulations on our business is direct to the extent that we are subject to these laws and regulations ourselves. However, these regulations also impact our business indirectly as, in a number of circumstances, our solutions, devices and services must be capable of being used by our clients in a way that complies with those laws and regulations, even though we may not be directly regulated by the specific healthcare laws and regulations. There is a significant number of wide-ranging regulations, including regulations in the areas of healthcare fraud, e-prescribing, claims processing and transmission, medical devices, the security and privacy of patient data, the ARRA meaningful use program, patient access rights and interoperability standards, that may be directly or indirectly applicable to our operations and relationships or the business practices of our clients. Specific areas that are subject to increased regulation include, but are not limited to, the following:
Healthcare Fraud. Federal and state governments continue to enhance regulation of and increase their scrutiny over practices potentially involving healthcare fraud, waste and abuse by healthcare providers whose services are reimbursed by Medicare, Medicaid and other government healthcare programs. Our healthcare provider clients are subject to laws and regulations regarding fraud and abuse that, among other things, prohibit the direct or indirect payment or receipt of any remuneration for patient referrals, or arranging for or recommending referrals or other business paid for in whole or in part by these federal or state healthcare programs. Federal enforcement personnel have substantial funding, powers and remedies to pursue suspected or perceived fraud and abuse. The effect of this government regulation on our clients is difficult to predict. Many of the regulations applicable to our clients and that may be applicable to us, including those relating to marketing incentives offered in connection with medical device sales may be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could broaden their applicability to us or require our clients to make changes in their operations or the way in which they deal with us. If such laws and regulations are determined to be applicable to us and if we fail to comply with any applicable laws and regulations, we could be subject to civil and criminal penalties, sanctions or other liabilities, including exclusion from government healthcare programs, which could have a material adverse effect on our business, results of operations and financial condition. Even an unsuccessful challenge by a regulatory or prosecutorial authority of our activities could result in adverse publicity, could require a costly response from us and could adversely affect our business, results of operations and financial condition.
E-Prescribing. The use of our solutions by physicians for electronic prescribing and electronic routing of prescriptions via the Surescripts network to pharmacies is governed by federal and state laws. States have differing regulations that govern the electronic transmission of certain prescriptions and prescription requirements. Standards adopted by the National Council for Prescription Drug Programs and regulations adopted by the Centers for Medicare and Medicaid Services ("CMS")CMS related to "EPrescribing and the Prescription Drug Program" set forth implementation standards for the transmission of electronic prescriptions. These standards are detailed and broad, and
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cover not only routing transactions between prescribers and pharmacies, but also electronic eligibility, formulary and benefits inquiries. In general, regulations in this area can be burdensome and evolve regularly, meaning that any potential benefits to our clients from utilizing such solutions and services may be superseded by a newly-promulgated regulation that adversely affects our business model. Our efforts to provide solutions that enable our clients to comply with these regulations could be time consuming and expensive.
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Claims Processing and Transmission. Our system electronically transmits medical claims by physicians to patients’ payors for immediate approval and reimbursement. In addition, we offer business management services that include the manual and electronic processing and submission of medical claims by healthcare providers to patients’ payors for approval and reimbursement. Federal and state laws provide that it is a violation for any person to submit, or cause to be submitted, a claim to any payor, including, without limitation, Medicare, Medicaid and all private health plans and managed care plans, seeking payment for any service or product that overbills or bills for items that have not been provided to the patient. We have in place policies and procedures that we believe assure that all claims that are transmitted by our system and through our services are accurate and complete, provided that the information given to us by our clients is also accurate and complete. If, however, we do not follow those procedures and policies, or they are not sufficient to prevent inaccurate claims from being submitted, we could be subject to substantial liability including, but not limited to, civil and criminal liability. Additionally, any such failure of our billing and collection services to comply with these laws and regulations could adversely affect demand for our services and could force us to expend significant capital, research and development, and other resources to address the failure.
Where we are permitted to do so, we calculate charges for our billing and collection services based on a percentage of the collections that our clients receive as a result of our services. To the extent that violations or liability for violations of these laws and regulations require intent, it may be alleged that this percentage calculation provides us or our employees with incentive to commit or overlook fraud or abuse in connection with submission and payment of reimbursement claims. CMS has stated that it is concerned that percentage-based billing services may encourage billing companies to commit or to overlook fraudulent or abusive practices.
A portion of our business involves billing Medicare claims on behalf of our clients. In an effort to combat fraudulent Medicare claims, the federal government offers rewards for reporting of Medicare fraud which could encourage others to subject us to a charge of fraudulent claims, including charges that are ultimately proved to be without merit.
As discussed below, the HIPAA security and privacy standards also affect our claims transmission services, since those services must be structured and provided in a way that supports our clients’ HIPAA compliance obligations.
Regulation of Medical Devices. The United States Food and Drug Administration (the "FDA")FDA has determined that certain of our solutions, such as our ImageLink® product,and Blood Administration® products, are medical devices that are actively regulated under the Federal Food, Drug and Cosmetic Act, as amended. If other of our solutions are deemed to be actively regulated medical devices by the FDA, we could be subject to extensive requirements governing pre- and post-marketing activities including registration of the applicable manufacturing facility and software and hardware products, application of detailed record-keeping and manufacturing standards, application of the medical device excise tax, and FDA approval or clearance prior to marketing. Complying with these medical device regulations is time consuming and expensive, and our marketing and other sales activities could be subject to unanticipated and significant delays. Further, it is possible that the FDA may become more active in regulating software and medical devices that are used in the healthcare industry. If we are unable to obtain the required regulatory approvals for any such software or medical devices, our short- to long-term business plans for these solutions or medical devices could be delayed or canceled and we could face FDA refusal to grant pre-market clearance or approval of products; withdrawal of existing clearances and approvals; fines, injunctions or civil penalties; recalls or product corrections; production suspensions; and criminal prosecution. FDA regulation of our products could increase our operating costs, delay or prevent the marketing of new or existing products, and adversely affect our revenue growth.
Security and Privacy of Patient Information. Federal, state and local laws regulate the privacy and security of patient records and the circumstances under which those records may be released. These regulations govern both the disclosure and use of confidential patient medical record information and require the users of such information to implement specified security and privacy measures. United States regulations currently in place governing electronic health data transmissions continue to evolve and are often unclear and difficult to apply.
In the United States, HIPAA regulations require national standards for some types of electronic health information transactions and the data elements used in those transactions, security standards to ensure the integrity and confidentiality of health information, and standards to protect the privacy of individually identifiable health information. Covered entities under HIPAA, which include healthcare organizations such as our clients, and our claims processing, transmission and submission services, are required to comply with the privacy standards, transaction regulations and security regulations. Moreover, HITECH and
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associated regulatory requirements extend many of the HIPAA obligations, formerly imposed only upon covered entities, to business associates as well. As a business associate of our clients who are covered entities, we are in most instances already contractually required to ensure compliance with the HIPAA regulations as they pertain to the handling of covered client data. However, the extension of these HIPAA obligations to business associates by law has created a direct liability risk related to the privacy and security of individually identifiable health information.
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Evolving HIPAA and HITECH-related laws or regulations could restrict the ability of our clients to obtain, use or disseminate patient information. This could adversely affect demand for our solutions and devices if they are not re-designed in a timely manner in order to meet the requirements of any new interpretations or regulations that seek to protect the privacy and security of patient data or enable our clients to execute new or modified healthcare transactions. We may need to expend additional capital and software development and other resources to modify our solutions to address these evolving data security and privacy issues. Furthermore, our failure to maintain the confidentiality of sensitive personal information in accordance with the applicable regulatory requirements could damage our reputation and expose us to claims, fines and penalties.
Federal and state statutes and regulations have granted broad enforcement powers to regulatory agencies to investigate and enforce compliance with these privacy and security laws and regulations. Federal and state enforcement personnel have substantial funding, powers and remedies to pursue suspected or perceived violations. If we fail to comply with any applicable laws or regulations, we could be subject to civil penalties, sanctions or other liability. Enforcement investigations, even if meritless, could have a negative impact on our reputation, cause us to lose existing clients or limit our ability to attract new clients.
ARRA Meaningful Use Program. The ARRA initially required "meaningful use of certified electronic health record technology" by healthcare providers by 2015 in order to receive limited incentive payments and to avoid related reduced reimbursement rates for Medicare claims. Related standards and specifications are subject to interpretation by the entities designated to certify such technology. While a combination of our solutions has been certified as meeting stage one, stage two, and stage three standards for certified electronic health record technology, the regulatory standards to achieve certification will continue to evolve over time. We may incur increased development costs and delays in delivering solutions if we need to upgrade our software or healthcare devices to be in compliance with these varying and evolving standards. In addition, further delays in interpreting these standards may result in postponement or cancellation of our clients’ decisions to purchase our software solutions. If our software solutions are not compliant with these evolving standards, our market position and sales could be impaired and we may have to invest significantly in changes to our software solutions.
Interoperability Standards. Our clients are concerned with and often require that our software and systems be interoperable with other third party healthcare information technology systems. Market forces or governmental or regulatory authorities could create software interoperability standards that would apply to our software and systems, and if our software and systems are not consistent with those standards, we could be forced to incur substantial additional development costs. For example, the HITECH Act contains interoperability standards that healthcare providers are required to adhere to in order to receive stimulus funds from the federal government under the ARRA. Compliance with these and related standards is becoming a competitive requirement and, although a combination of our solutions has been certified as meeting all such required interoperability standards to date, maintaining such compliance with these varying and evolving rules may result in increased development costs and delays in upgrading our client software and systems. To the extent these rules are narrowly construed, subsequently changed or supplemented, or that we are delayed in achieving certification under these evolving rules for applicable products, our clients may postpone or cancel their decisions to purchase or implement our software and systems.
As it relates specifically to interoperability, we are a member of CommonWell Health Alliance ("CommonWell"), a not-for-profit trade association comprised of healthcare information technology vendors devoted to the notion that patient data should be safely, securely and immediately available to patients and healthcare providers to support better care delivery, regardless of where that care occurs. CommonWell is committed to fostering standards that make this possible, and to having healthcare information technology companies embed these capabilities natively and cost effectively into their EHR systems. Despite our membership in CommonWell, there is no guarantee that we will successfully manage the interoperability of our software and systems with third-party health IT providers.
Patient Access Rights. In March 2020, the Office of National Coordinator for Health Information Technology ("ONC") of the U.S. Department of Health and Human Services ("HHS") released the "21st Century Cures Act: Interoperablity, Information Blocking, and the ONC Health IT Certification Program, Final Rule." The rule implements several of the key interoperability provisions included in the 21st Century Cures Act. Specifically, it calls on developers of certified EHRs and health IT products to adopt standardized APIs, which will help allow individuals to securely and easily access structured and unstructured EHI formats using smartphones and other mobile devices. This provision and others included in the final rule create a potentially lengthy list of certification and maintenance of certification requirements that developers of EHRs and other health IT products
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have to meet in order to maintain approved federal government certification status. Meeting and maintaining this certification status could require additional development costs.

The ONC rule also implements the information blocking provisions of the 21st Century Cures Act, including identifying reasonable and necessary activities that do not constitute information blocking. Under the 21st Century Cures Act, the HHS has the regulatory authority to investigate and assess civil monetary penalties of up to $1,000,000 against health IT developers and/
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or providers found to be guilty of "information blocking." This new oversight and authority to investigate claims of information blocking creates significant risks for us and our clients and could potentially create substantial new compliance costs. The
HHS may impose penalties for information blocking that has occurred after September 1, 2023, and the ONC and the HHS proposed a rule on November 1, 2023 listing certain disincentives for actors that conduct information blocking.
Standards for Submission of Healthcare Claims. Effective October 2015, CMS mandated the use of newrequires all providers, payors, clearinghouses and billing services to utilize patient codes for reporting medical diagnosis and inpatient procedures, referred to as the ICD-10 codes. CMS requires all providers, payors, clearinghouses and billing services to utilize these ICD-10 codes when submitting claims for payment. ICD-10 codes affect medical diagnosis and inpatient procedure coding for everyone covered by HIPAA, not just those who submit Medicare or Medicaid claims. Claims for services must use ICD-10 codes for medical diagnosis and inpatient procedures or they will not be paid. While we have successfully implemented the use of ICD-10 codes within our products and services since their initial mandate in 2015, the possibility exists for similar future mandates by CMS. If our products and services do not accommodate CMS mandates at any future date, clients may cease to use those products and services that are not compliant and may choose alternative vendors and products that are compliant. This could adversely impact future revenues.
RISKS RELATED TO OUR BUSINESS
Our strategy to transition to a subscription-based recurring revenue model and continued modernization of our technology may adversely affect our near-term revenue growth and results of operations.
As we transition more of our offerings to leverage cloud technologies, we may incur disruption and be less competitive as we transition existing clients to new product offerings, which could impact revenue and profitability. We believe we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position, and oftentimes, successful investments require several years before generating significant revenue. We expect our ongoing shift from a software license model to a subscription-based services revenue model to create a recurring revenue stream that is more predictable. The transition, however, creates changes related to the timing of revenue recognition compared to historical patterns. We also incur certain expenses associated with the infrastructures of our cloud-based offerings in advance of our ability to recognize the revenues associated with these offerings, which may adversely affect our near-term reported revenues, results of operations, and cash flows. A decline in renewals of recurring revenue offerings in any period may not be immediately reflected in our results for that period but may result in a decline in our revenue and results of operations in future periods.
Competition with companies that have greater financial, technical and marketing resources than we have could result in a loss of clients and/or a lowering of prices for our products, causing a decrease in our revenues and/or market share.
Our principal competitors in the business management, consulting and managed IT services market are Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble Health Partners, and nThrive, Inc. All of these companies provide one or more of the services we offer, with their primary focus being on providing business management services to the healthcare market. The services they offer are comparable in scope to the competing services we offer. Secondary competitors include ARx LLC, Citadel Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. Our principal competitors for RCM solutions include RelayHealth Corp, SSI Group, LLC, Quadax Inc., Change Healthcare Holdings, Inc., Availity, LLC, and Navicure, Inc. TruCode's primary competitors include 3M, Nuance and Optum.
Our principal competitors in the acute EHR market are Cerner Corporation, Medical Information Technology, Inc. ("Meditech"), and MEDHOST, Inc. These companies compete with us directly in our target market of small and midsize hospitals. They offer products and systems that are comparable to our solutions and address the needs of hospitals in the markets we serve.
Our secondary competitors in the acute care EHR market include Allscripts Healthcare Solutions, Inc.N. Harris Computer Corporation and Epic Systems Corporation. These companies are significantly larger than we are, and they typically sell their products and services to larger hospitals outside of our target market. However, they will sometimes compete with us directly or, more commonly, a larger health system who uses a system provided by one of these competitors will offer it to a smaller hospital as part of a merger or alliance.
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We also face competition from providers of practice management systems, general decision support and database systems, and other segment-specific applications. Any of these companies, as well as other technology or healthcare companies could decide at any time to specifically target hospitals within our target market.
Our principal competitors in the post-acute care EHRpatient engagement market are PointClickCare Corporation and MatrixCare, Inc. These companies compete with us directly in our target market of long-term post-acute care facilities. They offer products and systems that are comparable to our system and address the needs of long-term care providers.
Our principal competitors in the business management, consulting and managed IT services (which includes the services of recently-acquired HRG) market are Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble Health Partners, and nThrive, Inc. All of these companies provide one or more of the services we offer, with their primary focus being on business management services. The services they offer are comparable in scope to the competing services we offer. These companies all focus on providing services to the healthcare market. Secondary competitors include ARx LLC, Citadel Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. Our principle competitors for RCM solutions include RelayHealth Corp, SSI Group, LLC, Quadax Inc., Change Healthcare Holdings, Inc., Availity, LLC, and Navicure, Inc. Get Real Health's primary competitors include Relay Health, Get Well Network/Healthloop, Apollo Care Connect, Bridge Patient Portal, eClinicalWorks Patient Portal, Influence Health, and InteliChart. TruCode's primary competitors include 3M, Nuance and Optum.
A number of existing and potential competitors are more established than we are and have greater name recognition and financial, technical and marketing resources. Products of our competitors may have better performance, lower prices and broader market acceptance than our products. We expect increased competition that could cause us to lose clients, lower our prices to remain competitive and, consequently, experience lower revenues, revenue growth and profit margins.
We recently completed the acquisitions of TruCode, HRG and HRG,Viewgol, and we may engage in future acquisitions. Such strategic acquisitions may be expensive, time consuming, and subject to other inherent risks which may jeopardize our ability to realize anticipated benefits.
We may acquire additional businesses, technologies and products if we determine that these additional businesses, technologies and products are likely to serve our strategic goals. Acquisitions have inherent risks, which may have a material adverse effect on our business, financial condition, operating results or prospects, including, but not limited to the following:
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significant acquisition and integration costs;
failure to achieve projected synergies and performance targets;
potentially dilutive issuances of our securities, the incurrence of debt and contingent liabilities and amortization expenses related to intangible assets with indefinite useful lives, which could adversely affect our results of operations and financial condition;
using cash as acquisition currency may adversely affect interest or investment income, which may in turn adversely affect our earnings and/or earnings per share;
difficulty in fully or effectively integrating the acquired technologies, software products, services, business practices or personnel, which would prevent us from realizing the intended benefits of the acquisition;
failure to maintain uniform standard controls, policies and procedures across acquired businesses;
difficulty in predicting and responding to issues related to product transition such as development, distribution and client support;
the possible adverse effect of such acquisitions on existing relationships with third party partners and suppliers of technologies and services;
the possibility that staff or clients of the acquired companies might not accept new ownership and may transition to different technologies or attempt to renegotiate contract terms or relationships, including maintenance or support agreements;
the assumption of known and unknown liabilities;
the possibility that the due diligence process in any such acquisition may not completely identify material issues associated with product quality, product architecture, product development, intellectual property issues, key personnel issues or legal and financial contingencies, including any deficiencies in internal controls and procedures and the costs associated with remedying such deficiencies;
difficulty in entering geographic and/or business markets in which we have no or limited prior experience;
diversion of management’s attention from other business concerns; and
the possibility that acquired assets become impaired, requiring us to take a charge to earnings which could be significant.
A failure to successfully integrate acquired businesses or technology in a timely manner could, for any of these reasons, have an adverse effect on our financial condition and results of operations. As a result, we may not be able to realize the expected
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benefits that we seek to achieve from the acquisitions, which could also affect our ability to service our debt obligations. In addition, we may be required to spend additional time or money on integration that otherwise would be spent on the development and expansion of our business.
If we are unable to attract and retain qualified client service and support personnel, our business and operating results will suffer.
Our client service and support is a key component of our business. Most of our hospital clients have small information technology staffs, and they depend on us to service and support their systems. Future difficulty in attracting, training and retaining capable client service and support personnel could cause a decrease in the overall quality of our client service and support. That decrease would have a negative effect on client satisfaction which could cause us to lose existing clients and could have an adverse effect on our new client sales. The loss of clients due to inadequate client service and support would negatively impact our ability to continue to grow our business.
We periodically have restructured our sales force, which can be disruptive.
We continue to rely heavily on our direct sales force. Periodically, we have restructured or made other adjustments to our sales force in response to factors such as product changes, geographical coverage and other internal considerations. Change in the structures of the sales force and sales force management can result in temporary lack of focus and reduced productivity that may affect revenues in one or more quarters. Future restructuring of our sales force could occur, and if so we may again
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experience the adverse transition issues associated with such restructuring.
The markets for our RCM service offering may develop more slowly than we expect.
Our success depends, in part, on the willingness of healthcare organizations to implement integrated solutions for the areas in which we provide services. Some organizations may be reluctant or unwilling to implement our solutions for a number of reasons, including failure to perceive the need for improved revenue cycle operations, lack of knowledge about the potential benefits our solutions provide, concerns over the cost of using an external solution, or as a result of investments or planned investments in internally developed solutions, choosing to continue to rely on their own internal resources.
If we are unable to manage our growth in the new markets we may enter, our business and financial results could suffer.
Our future financial results will depend in part on our ability to profitably manage our business in new markets that we may enter. We are engaging in the strategic identification of, and competition for, growth and expansion opportunities in new markets or offerings. In order to successfully execute on these future initiatives, we will need to, among other things, manage changing business conditions and develop expertise in areas outside of our business's traditional core competencies. Difficulties in managing future growth in new markets could have a significant negative impact on our business, financial condition and results of operations.
We are currently in the process of implementing a new enterprise resource planning (“ERP”) software solution. If we do not effectively implement this project, or any future associated updates, our operations could be significantly disrupted.
We are in the process of implementing of a new ERP software solution. This project requires us to migrate and reconfigure all of our current system processes, transactions, data and controls to a new cloud-based platform and is expected to have a significant impact on our business processes, sales pipeline management, customer relationship management, financial reporting, information systems and internal controls. This implementation process is expected to require significant change management, meaningful investment in capital and personnel resources and coordination of software and system providers and internal business teams. We may experience difficulties as we manage these changes and transition to this new ERP solution, including loss or corruption of data, delayed sales, delayed financial reporting, decreases in productivity as our personnel implement and become familiar with the new systems and processes, unanticipated expenses (including increased costs of implementation and costs of conducting business) and lost revenue. Once implemented, this cloud-based ERP solution will be eligible for periodic updates from the vendor. Although we will conduct design validations and user testing, these updates may cause delays in transacting our business due to system challenges, limitations in functionality, inadequate change management or process deficiencies in the production and use of the system. Difficulties in implementing this new ERP solution or the related quarterly updates could disrupt our operations, divert management’s attention from key strategic initiatives and have an adverse effect on our results of operations, financial condition and cash flows.
Our international business activities and processes expose us to numerous and often conflicting laws, regulations, policies, standards or other requirements, and to risks that could harm our business, financial condition and results of operations.
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Our subsidiary, Get Real Health, sells patient engagement technology to hospital systems and government agencies in Canada, Australia, England, the United Arab Emirates and the Netherlands, directly and through resellers, and Evident haswe have had limited sales of EHR software to government agencies in Canada and the Caribbean. Our subsidiary, Viewgol, provides RCM analytics and complementary outsourcing services in India. Our business in these countries is subject to numerous risks inherent in international business operations. Among others, these risks include:
data protection and privacy regulations regarding access by government authorities to customer, partner, or employee data;
data residency requirements (the requirement to store certain data only in and, in some cases, also to access such data only from within a certain jurisdiction);
conflict and overlap among tax regimes;
possible tax constraints impeding business operations in certain countries;
expenses associated with the localization of our products and compliance with local regulatory requirements;
discriminatory or conflicting fiscal policies;
operational difficulties in countries with a high corruption perception index;
difficulties enforcing intellectual property and contractual rights in certain jurisdictions;
country-specific software certification requirements;
the difficulty of managing and staffing our international operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
differing labor and employment regulations, especially where foreign labor laws are more advantageous to employees as compared to the U.S.;
compliance with various industry standards; and
market volatilities or workforce restrictions due to changing laws and regulations resulting from political decisions (e.g. Brexit, government elections).
As we expand into new countries and markets, these risks could intensify. The application of the respective local laws and regulations to our business is sometimes unclear, subject to change over time, and often conflicting among jurisdictions. Additionally, these laws and government approaches to enforcement are continuing to change and evolve, just as our products and services continually evolve. Compliance with these varying laws and regulations could involve significant costs or require changes in products or business practices. Non-compliance could result in the imposition of penalties or cessation of orders due to alleged non-compliant activity. We do not believe we have engaged in any activities sanctionable under these laws and regulations, but governmental authorities could use considerable discretion in applying these statutes and any imposition of sanctions against us could be material. One or more of these factors could have an adverse effect on our operations globally or in one or more countries or regions, which could have an adverse effect on our business, financial condition and results of operations.
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We face the risks and uncertainties that are associated with investigations and litigation against us, which may adversely impact our marketing, distract management and have a negative impact upon our business, results of operations and financial condition.
We face the risks associated with litigation concerning the operation of our business. For example, companies in our industry, including many of our competitors, have been subject to litigation based on allegations of patent infringement or other violations of intellectual property rights. In particular, patent holding companies often engage in litigation to seek to monetize patents that they have obtained. As the number of competitors, patents and patent holding companies in our industry increases, the functionality of our products and services expands, and we enter into new geographies and markets, the number of intellectual property rights-related actions against us is likely to continue to increase. The uncertainty associated with substantial unresolved litigation may have an adverse effect on our business. In particular, such litigation could impair our relationships with existing clients and our ability to obtain new clients. Defending such litigation may result in a diversion of management's time and attention away from business operations, which could have an adverse effect on our business, results of operations and financial condition. Such litigation may also have the effect of discouraging potential acquirers from bidding for us or reducing the consideration such acquirers would otherwise be willing to pay in connection with an acquisition.
There can be no assurance that such litigation will not result in liability in excess of our insurance coverage, that our insurance will cover such claims or that appropriate insurance will continue to be available to us in the future at commercially reasonable rates.
WeInvestigations may lead to future requests for information and ultimately the assertion of claims or the commencement of legal proceedings against us, which themselves may lead to material fines, penalties or other material liabilities. In addition, our responses to these and any future requests require time and effort, which can result in additional cost to us. Given the highly-regulated nature of our industry, we have been and may, from time to time, be subject to subpoenas, requests for information, or investigations from various government agencies.
Our use of offshore third-party partners in India, Panama, the Philippines and Kenya thatlabor resources could expose us to risks that could have a material adverse effect on our operating costs.
Our reliance on an international workforce exposes us to business disruptions caused by the political and economic environment in those regions. Terrorist attacks and acts of violence or war may directly affect our workforce or contribute to general instability. Our global business services operations require us to comply with local laws and regulatory requirements, which are complex and of which we may not always be aware, and expose us to foreign currency exchange rate risk. Our global business services operations may also subject us to trade restrictions, reduced or inadequate protection for intellectual property rights, security breaches, and public health events, including the COVID-19 pandemic and other factors which may adversely affect our business. Negative developments in any of these areas could increase our operating costs or otherwise harm our business. In addition, local laws and customs in countries in which we contract with third-party partners may differ from those in the U.S. For example, it may be a local custom for businesses to engage in practices that are prohibited by our internal policies and procedures or U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act ("FCPA"). The FCPA generally prohibits U.S. companies from giving or offering money, gifts, or anything of value to a foreign official to obtain or retain business and requires businesses to make and keep accurate books and records and a system of internal accounting controls. We cannot guarantee that our employees, contractors, and agents will comply with all of our FCPA compliance policies and procedures. If we or our employees, contractors, or agents fail to comply with the requirements of the FCPA or similar legislation, government authorities in the U.S. and elsewhere could seek to impose civil or criminal fines and penalties which could have a material adverse effect on our business, operating results, and financial condition.
Offshore outsourcing is a politically sensitive topic in the U.S. For example, various organizations and public figures in the United States have expressed concern about a perceived association between offshore outsourcing providers and the loss of jobs in the U.S. Current or prospective customers may elect to perform such RCM services themselves or may be discouraged from transferring these services from onshore to offshore providers to avoid negative perceptions that may be associated with using an offshore provider. Any slowdown or reversal of existing industry trends towards offshore outsourcing, and the resulting need to relocate aspects of our services from our global business services operations to the U.S., where operating costs are higher, would increase the cost of delivering our services.
We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively with others in adopting artificial intelligence.
We utilize artificial intelligence, including generative artificial intelligence, machine learning, and similar tools and technologies that collect, aggregate, analyze, or generate data or other materials or content (collectively, “AI”) in connection with our business. There are significant risks involved in using AI and no assurance can be provided that our use of AI will
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enhance our products or services, produce the intended results, or keep pace with our competitors. For example, AI algorithms may be flawed, insufficient, of poor quality, rely upon incorrect or inaccurate data, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable; AI has been known to produce false or “hallucinatory” inferences or outputs; our use of AI can present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges; and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions, including those incorporated in our products and services. If the AI tools that we use are deficient, inaccurate, or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. If we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, we also may incur liability through the violation of applicable laws and regulations, third-party intellectual property, data privacy, or other rights, or contracts to which we are a party.
In addition, AI regulation is rapidly evolving worldwide as legislators and regulators increasingly focus on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, data privacy and security, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, data privacy, and security laws and regulations to AI or are considering general legal frameworks for AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational, or technological risks that may arise relating to the use of AI.
RISKS RELATED TO OUR PRODUCTS AND SERVICES
Our failure to develop new products or enhance current products in response to market demands could adversely impact our competitive position and require substantial capital resources to correct.
The needs of hospitals in our target market are subject to rapid change due to government regulation, trends in clinical care practices and technological advancements. As a result of these changes, our products may quickly become obsolete or less competitive. New product introductions and enhancements by our competitors that more effectively or timely respond to changing industry needs may weaken our competitive position.
We continually redesign and enhance our products to incorporate new technologies and adapt our products to ever-changing hardware and software platforms. Often we face difficult choices regarding which new technologies to adopt. If we fail to anticipate or respond adequately to technological advancements, or experience significant delays in product development or introduction, our competitive position could be negatively affected. Moreover, our failure to offer products acceptable to our target market could require us to make significant capital investments and incur higher operating costs to redesign our products, which could negatively affect our financial condition and operating results.
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Our products assist clinical decision-making and related care by capturing, maintaining and reporting relevant patient data. If our products fail to provide accurate and timely information, our clients could assert claims against us that could result in substantial cost to us, harm our reputation in the industry and cause demand for our products to decline.
We provide products that assist clinical decision-making and related care by capturing, maintaining and reporting relevant patient data. Our products could fail or produce inaccurate results due to a variety of reasons, including unexpected service disruptions, mechanical error, product flaws, faulty installation and/or human error during the initial data conversion. If our products fail to provide accurate and timely information, clients and/or patients could sue us to hold us responsible for losses they incur from these errors. These lawsuits, regardless of merit or outcome, could result in substantial cost to us, divert management’s attention from operations and decrease market acceptance of our products. We attempt to limit by contract our liability for damages arising from negligence, errors or mistakes. Despite this precaution, such contract provisions may not be enforceable or may not otherwise protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors or omissions. However, this coverage may not be sufficient to cover one or more large claims against us or otherwise continue to be available on terms acceptable to us. In addition, the insurer could disclaim coverage as to any future claim.
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Breaches of security and viruses in our systems could result in client claims against us and harm to our reputation causing us to incur expenses and/or lose clients.
In the course of our business operations, we compile and transmit confidential information, including patient health information. We have included security features in our systems that are intended to protect the privacy and integrity of this information. Despite the existence of these security features, our system may experience break-ins and similar disruptive problems that could jeopardize the security of information stored in and transmitted through the information technology networks of our clients. In addition, the other systems with which we may interface, such as the Internet and related systems, may be vulnerable to security breaches, viruses, programming errors or similar disruptive problems. Based on the size of our company, the industry in which we operate, and the overall percentage of impacted companies in the same or similar industry, it is probable there will be attempts to breach our security. Healthcare information has become a prime target for attackers based on the value of the information and, therefore, has the potential to increase the risk of us experiencing a cyber attack.
Our systems have experienced various immaterial breaches in the past, including ransomware, denial-of-service, malware, and phishing. Also, our business partners have experienced security breaches, which is disruptive for our customers. While these events have not had an adverse impact on our business or financial condition, security breaches such as these could have a material adverse effect on our financial condition, as, (a) clients could sue us for breaches of security involving our system due to the sensitivity of the medical information we compile and transmit; (b) actual or perceived security breaches in our system could harm the market perception of our products which could cause us to lose existing and prospective clients; and (c) the effect of security breaches and related issues could disrupt our ability to perform certain key business functions and could potentially reduce demand for our products and services. Accordingly, we have expended significant resources toward establishing and enhancing the security of our related infrastructures and we have enhanced our cybersecurity risk management program and disclosure controls and procedures, as discussed under "Business - Our Products and Services." However, no assurance can be given that these efforts will be sufficient to protect against a breach or other cybersecurity incident. Also, maintaining and enhancing our infrastructure security may require us to expend significant capital in the future.
Our networks have been, and likely will continue to be, subject to Distributed Denial of Service ("DDoS") attacks. Recent industry experience has demonstrated that DDoS attacks continue to grow in size and sophistication and have the ability to widely disrupt services. In recent years, the size of DDoS attacks has grown rapidly. While we have adopted mitigation techniques, procedures and strategies to defend against DDoS attacks, there can be no assurance that we will be able to defend against every attack, especially as the attacks increase in size and sophistication. Any attack, even if only partially successful, could disrupt our networks, increase response time, negatively impact our ability to meet our service level obligations, and generally impede our ability to provide reliable service to our customers and the broader internet community.
Recently, there have been reports of disruptions in billing and data systems in healthcare (e.g., the cybersecurity incident affecting Change Healthcare). Such cybersecurity events which materially disrupt the healthcare system upon which our business relies could adversely affect our business if such disruption is widespread and continues for an extended period of time. Cyber incidents could also include the use of AI to launch more automated, targeted and coordinated attacks on targets.
New products that we introduce or enhancements to our existing products may contain undetected errors or problems that could affect client satisfaction and cause a decrease in revenues.
Highly complex software products such as ours sometimes contain undetected errors or failures when first introduced or when updates and new versions are released. Tests of our products may not detect bugs or errors because it is difficult to simulate our clients’ wide variety of computing environments. Despite extensive testing, from time to time we have discovered defects or errors in our products. Defects or errors discovered in our products could cause delays in product introductions and shipments and unexpected service disruptions, result in increased costs and diversion of development resources, require design modifications, decrease market acceptance or client satisfaction with our products, cause a loss of revenue, result in legal actions by our clients and cause increased insurance costs.
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We may not be successful in convincing customers to migrate to current or future releases of our products, which may lead to reduced services and maintenance revenues and less future business from existing customers.
Our customers may not be willing to incur the costs or invest the resources necessary to complete upgrades to current or future releases of our products. This may lead to our loss of services and maintenance revenues and future business from customers that continue to operate prior versions of our products or choose to no longer use our products.
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Failure to maintain our margins and service rates for implementation services could have a material adverse effect on our operating performance and financial condition.
A significant portion of our revenues is derived from implementation services. If we fail to scope our implementation projects correctly, our services margins may suffer. We bill for implementation services predominately on an hourly or daily basis (time and materials) and sometimes under fixed price contracts, and we generally recognize revenue from those services as we perform the work. If we are not able to maintain the current service rates for our time and materials implementation services, without corresponding cost reductions, or if the percentage of fixed price contracts increases and we underestimate the costs of our fixed price contracts, our operating performance may suffer. The rates we charge for our implementation services depend on a number of factors, including the following:
perceptions of our ability to add value through our implementation services;
complexity of services performed;
competition;
pricing policies of our competitors and of systems integrators;
the use of globally sourced, lower-cost service delivery capabilities within our industry; and
economic, political and market conditions.
Services revenues carry lower gross margins than license revenues and an overall increase in services revenues as a percentage of total revenues could have an adverse impact on our business.
Because our service revenues have lower gross margins than do our license revenues, an increase in the percentage of total revenues represented by service revenues could have a detrimental impact on our overall gross margins and could adversely affect operating results.
We may be subject to liability in the event we provide inaccurate claims data to payors.
We offer electronic claims submission services as part of our business management services. While we have implemented certain product features designed to maximize the accuracy and completeness of claims submissions, these features may not be sufficient to prevent inaccurate claims data from being submitted to payors. Should inaccurate claims data be submitted to payors, we may be subject to liability claims.
We may experience liability claims arising out of the licensing of our software and provision of services.
Our agreements normally contain provisions designed to limit our exposure to potential liability claims and generally exclude consequential and other forms of extraordinary damages. However, these provisions could be rendered ineffective, invalid or unenforceable by unfavorable judicial decisions or by federal, state, local or foreign laws or ordinances. For example, we may not be able to avoid or limit liability for disputes relating to product performance or the provision of services. If a claim against us were to be successful, we may be required to incur significant expense and pay substantial damages, including consequential or punitive damages, which could have a material adverse effect on our business, operating results and financial condition. Even if we prevail in contesting such a claim, the accompanying publicity could adversely affect the demand for our products and services.
We also rely on certain technology that we license from third parties, including software that is integrated with our internally developed software. Although these third parties generally indemnify us against claims that their technology infringes on the proprietary rights of others, such indemnification is not always available for all types of intellectual property. Often such third-party indemnifiers are not well capitalized and may not be able to indemnify us in the event that their technology infringes on the proprietary rights of others. As a result, we may face substantial exposure if technology we license from a third party
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infringes on another party’s proprietary rights. Defending such infringement claims, regardless of their validity, could result in significant cost and diversion of resources.
We are dependent on our licenses of rights, products and services from third parties, disruptions of which may cause us to discontinue, delay or reduce product shipments.
We are increasingly dependent upon licenses for some of the technology used in our products as well as other products and services from third-party vendors, and the costs of these licenses have increased in recent years. Most of these arrangements can
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be continued/renewed only by mutual consent and may be terminated for any number of reasons. We may not be able to continue using the technology, products or services made available to us under these arrangements on commercially reasonable terms or at all. As a result, we may have to discontinue, delay or reduce product shipments or services provided until we can obtain equivalent technology or services. Most of our third-party licenses are non-exclusive. Our competitors may obtain the right to use any of the business elements covered by these arrangements and use these elements to compete directly with us. In addition, if our vendors choose to discontinue providing their technology, products or services in the future or are unsuccessful in their continued research and development efforts, we may not be able to modify or adapt our own products. The operation of our products would be impaired if errors occur in third party technology or content that we incorporate, and we may incur additional costs to repair or replace the defective technology or content. It may be difficult for us to correct any errors in third party products because the products are not within our control.
Because we believe that proprietary rights are material to our success, misappropriation of these rights could limit our ability to compete effectively and adversely affect our financial condition.
We are heavily dependent on the maintenance and protection of our intellectual property and we rely largely on a combination of confidentiality provisions in our client agreements, employee nondisclosure agreements, trademark and trade secret laws and other measures to protect our intellectual property. Additionally, our software is not patented or copyrighted. Although we attempt to control access to our intellectual property, unauthorized persons may attempt to copy or otherwise use our intellectual property. There can be no assurance that the legal protections and precautions we take will be adequate to prevent misappropriation of our technology or that competitors will not independently develop technologies equivalent or superior to ours. Monitoring unauthorized use of our intellectual property is difficult, and the steps we have taken may not prevent unauthorized use. If our competitors gain access to our intellectual property, our competitive position in the industry could be damaged. An inability to compete effectively could cause us to lose existing and potential clients and experience lower revenues, revenue growth and profit margins. Third parties could obtain patents that may require us to negotiate licenses to conduct our business, and the required licenses may not be available on reasonable terms or at all. We also rely on nondisclosure agreements with certain employees, and we cannot be certain that these agreements will not be breached or that we will have adequate remedies for any breach.
If we are deemed to infringe on the intellectual property rights of third parties, we could incur unanticipated expense and be prevented from providing our products and services if we cannot obtain licenses to these rights on commercially acceptable terms.
We do not believe that our operations or products infringe on the intellectual property rights of others. However, there can be no assurance that others will not assert infringement or trade secret claims against us with respect to our current or future products. Many participants in the technology industry have an increasing number of patents and patent applications and have frequently demonstrated a readiness to take legal action based on allegations of patent and other intellectual property infringement. Further, as the number and functionality of our products increase, we believe we may become increasingly subject to the risk of infringement claims. If infringement claims are brought against us, these assertions could distract management. We may have to spend a significant amount of money and time to defend or settle those claims. In addition, claims against third parties from which we purchase software could adversely affect our ability to access third-party software for our systems.
If we were found to infringe on the intellectual property rights of others, we could be forced to pay significant license fees or damages for infringement. If we were unable to obtain licenses to these rights on commercially acceptable terms, we would be required to discontinue the sale of our products that contain the infringing technology. Our clients would also be required to discontinue the use of those products. We are unable to insure against this risk on an economically feasible basis. Even if we were to prevail in an infringement lawsuit, the accompanying publicity could adversely impact the demand for our products. Under some circumstances, we agree to indemnify our clients for some types of infringement claims that may arise from the use of our products.
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Interruptions in our power supply and/or telecommunications capabilities could disrupt our operations, cause us to lose revenues and/or increase our expenses.
We currently have backup generators to be used as alternative sources of power in the event of a loss of power to our facilities. If these generators were to fail during any power outage, we would be temporarily unable to continue operations at our facilities. This would have adverse consequences for our clients who depend on us for system support, business management, and managed IT and professional services. Any such interruption in operations at our facilities could damage our reputation, harm our ability to retain existing clients and obtain new clients, and result in lost revenue and increased insurance and other operating costs.
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We also have clients for whom we store and maintain computer servers containing critical patient and administrative data. Those clients access this data remotely through telecommunications lines. If our power generators fail during any power outage or if our telecommunications lines are severed or impaired for any reason, those clients would be unable to access their mission critical data causing an interruption in their operations. In such event our remote access clients and/or their patients could seek to hold us responsible for any losses. We would also potentially lose those clients, and our reputation could be harmed.
RISKS RELATED TO OUR INDEBTEDNESS
Volatility in and disruption to the global capital and credit markets and tightened lending standards may adversely affect our ability to access credit in the future, the cost of any credit obtained in the future, and the financial soundness of our clients and our business.
Domestic and international events have frequently resulted in volatility and disruption to the global capital and credit markets, often adversely affecting the availability, terms and cost of credit. Although we believe that our operating cash flow and financial assets will give us the ability to meet our financing needs for the foreseeable future, there can be no assurance that the volatility and disruption in the global capital and credit markets will not impair our liquidity or increase the costs of any future borrowing.
Our business could also be negatively impacted to the extent that our hospital clients continue to face tight capital and credit markets and other disruptions resulting from the COVID-related economic recessiondeteriorating macroeconomic conditions or cuts in Medicare and Medicaid funding. Hospitals may modify, delay or cancel plans to purchase our software systems or services. Additionally, if hospitals’ operating and financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, they may not be able to pay, or may delay payment of, accounts receivable owed to us. Any inability of clients to pay us for our products and services may adversely affect our earnings and cash flow.
Tightened lending standards and the absence of third-party credit has resulted in many of our hospital clients seeking financing arrangements from us to purchase our software systems and services. These financing arrangements impact our short-term operating cash flow and cash available. Should the requests for these financing arrangements continue or increase, our business could be negatively impacted by our inability to finance these arrangements. In addition, the absence of credit could negatively impact our existing financing receivables should our clients with financing arrangements be unable to meet their obligations.

Our substantial indebtedness may adversely affect our available cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.
As of December 31, 2021,2023, we had approximately $100.4$199.6 million in principal amount of indebtedness, which includes $69.4$63.9 million under our term loan facility and $31.0$135.7 million borrowed under our revolving credit facility. We also had $79.0$24.3 million of unused commitments under our revolving credit facility as of December 31, 2021. Our acquisition of HRG on March 1, 2022, was funded by an additional $48 million borrowing under our revolving credit facility. As a result, our total indebtedness increased to approximately $148.4 million, with total amounts borrowed under our revolving credit facility increasing to $79 million and related unused commitments decreasing to $31 million.2023.
Our substantial indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Our substantial indebtedness, combined with our other financial obligations and contractual commitments, could have important consequences. For example, it could:
make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default under such instruments;
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make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
place us at a competitive disadvantage compared to our competitors that are less highly leveraged and therefore able to take advantage of opportunities that our indebtedness prevents us from exploiting; and
limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes.
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Any of the above listed factors could have a material adverse effect on our business, prospects, results of operations and financial condition. Furthermore, our interest expense could increase if interest rates increase because our debt bears interest at floating rates, which could adversely affect our cash flows. If we do not have sufficient earnings to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, none of which we can guarantee we will be able to do.
In addition, the credit agreement governing our term loan facility and revolving credit facility contains restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. See "The terms of the credit agreement governing our term loan facility and revolving credit facility may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions."
Despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial leverage.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future, including secured indebtedness. Although the credit agreement governing our term loan facility and revolving credit facility contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to our or our subsidiaries’ current debt levels, the related risks that we face would be increased.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could have a material adverse effect on our business, prospects, results of operations and financial condition.
Our ability to pay interest on and principal of our debt obligations principally depends upon our operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments.
If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or capital expenditures or seeking to raise additional capital. Our ability to restructure or refinance our debt, if at all, will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt instruments may restrict us from adopting some of these alternatives. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance our obligations at all or on commercially reasonable terms, could affect our ability to satisfy our debt obligations and have a material adverse effect on our business, prospects, results of operations and financial condition.
The terms of the credit agreement governing our term loan facility and revolving credit facility may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.
Our term loan facility and revolving credit facility contain, and any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating restrictions, including restrictions on our ability to engage in acts that may be in our best long-term interests.
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The credit agreement governing our term loan facility and revolving credit facility includes covenants restricting, among other things, our ability to:
incur additional debt;
incur liens and encumbrances;
pay dividends on our equity securities or payments to redeem, repurchase or retire our equity securities;
enter into restrictive agreements;
make investments, loans and acquisitions;
merge or consolidate with any other person;
dispose of assets;
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enter into sale and leaseback transactions;
engage in transactions with our affiliates; and
materially alter the business we conduct.

The operating restrictions and covenants in these debt agreements and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. The credit agreement requires compliance with a consolidated net leverage ratio test and a fixed charge coverage ratio test. In addition,On March 10, 2023, the calculation of the fixed charge coverage ratio was amended to specifically exclude from the definition of fixed charges the Company's share repurchases conducted during the third and fourth quarters of 2022. As of September 30, 2023, we were not in compliance with the fixed charge coverage ratio required by the credit agreement. On November 8, 2023, the Company and the subsidiary guarantors entered into a Waiver with Regions Bank, as administrative agent, and various other lenders, which provided for a waiver of this failure as an event of default. Similarly, we were not in compliance with this ratio as of December 31, 2023, and we received another waiver of this failure as an event of default pursuant to the Fourth Amendment to the credit agreement requires prepayment ofentered into by the outstanding indebtedness thereunder if we have certain excess cash flow, as described therein. The credit agreement requiresparties on February 29, 2024. Any failure by us to mandatorily prepaycomply with this or another covenant in the term loan facility and amounts borrowed under the revolving credit facilityfuture may result in an event of default. There can be no assurance that we will be able to continue to comply with net cash proceeds from certain financing and other transactions. Additionally, the credit agreement requires repayment of the facilities with 50% of excess cash flow (minus certain specified other payments), subjectthis covenant or obtain amendments to elimination if our consolidated net leverage ratio is less thanavoid future covenant violations, or equal to 2.50 to 1.00. that such amendments will be available on commercially acceptable terms.
Our ability to comply with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could require us to seek waivers or amendments of covenants, alternative sources of financing or reductions in expenditures. In addition, the outstanding indebtedness under our term loan facility and revolving credit facility is, subject to certain exceptions, secured by security interests in substantially all of our and the subsidiary guarantors’ tangible and intangible assets (subject to certain exceptions). A breach of any of the restrictive covenants in the credit agreement governing our term loan facility and revolving credit facility would result in a default, and our lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, or enforce and foreclose on their security interest and liquidate some or all of such pledged assets. The lenders under our term loan facility and revolving credit facility also have the right in these circumstances to terminate any commitments they have to provide further borrowings.
RISKS RELATED TO OUR COMMON STOCK AND OTHER GENERAL RISKS
We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance, one or more of which could adversely affect our business, financial condition, cash flows, revenue and results of operations.
Based on our reading and interpretations of relevant guidance, principles or concepts issued by, among other authorities, the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and the Securities and Exchange Commission, we believe revenue received pursuant to our current sales and licensing contract terms and business arrangements have been properly recognized. However, there continue to be issued interpretations and guidance for applying the relevant standards to a wide range of sales and licensing contract terms and business arrangements that are prevalent in the software industry. Future interpretations or changes by the regulators of existing accounting standards, including Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, or changes in our business practices could result in changes in our revenue recognition and/or other accounting policies and practices that could adversely affect our business, financial condition, cash flows, revenue and results of operations.
We may be required to record aadditional significant chargecharges to earnings if our goodwill or intangible assets become impaired.
We are required under U.S. generally accepted accounting principles ("U.S. GAAP") to test our goodwill for impairment annually or more frequently if indicators for potential impairment exist. Indicators that are considered include significant
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changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry, or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. In addition, we periodically review our intangible assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets may not be recoverable include slower growth rates, the loss of significant clients, or divestiture of a business or asset for less than its carrying value. We may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined. For example, weWe recorded a goodwill impairment charge of $28.0$35.9 million in the fourth quarter of 2017 relating to2023, $21.9 million of which was associated with our Post-acute Carecare EHR reporting unit, $6.4 million of which consists soleywas associated
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with our Acute care EHR reporting unit and $7.6 million of American HealthTech, which we acquired in January 2016 as part ofwas associated with our acquisition of HHI. ThisPatient Engagement reporting unit. These impairment chargecharges had a significant negative effect on our consolidated net income for the year ended December 31, 2017.2023. We subsequently sold our Post-acute care EHR business in January 2024. The Company is currently finalizing the accounting for the sale but does not expect a material gain or loss to be recorded in 2024 since the related asset impairments were recorded in 2023.
Exclusive of our Post-acute care EHR reporting unit, which was disposed of in January 2024, we have remaining goodwill of $171.9 million as of December 31, 2023. Any future impairment charges could have a material adverse impact on our results of operations. There are inherent uncertainties in management's estimates, judgments and assumptions used in assessing recoverability of goodwill and intangible assets. Any changes in key assumptions, including failure to meet business plans, a deterioration in the market, or other unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in an impairment charge.
The unpredictability of our quarterly operating results may cause us to fail to meet revenues or earnings expectations which could cause the price of our common stock to fluctuate or decline.
There is no assurance that consistent quarterly growth in our business will occur. Our quarterly revenues may fluctuate and may be difficult to forecast for a variety of reasons. For example, prospective clients often take significant time evaluating our system and related services before making a purchase decision. Moreover, a prospective client who has placed an order for our system could decide to cancel that order or postpone installation of the ordered system. If a prospective client delays or cancels a scheduled system installation during any quarter, we may not be able to schedule a substitute system installation during that quarter. The amount of revenues that would have been generated from that installation will be postponed or lost. The possibility of delays or cancellations of scheduled system installations could cause our quarterly revenues to fluctuate.
The following factors may also affect demand for our products and services and cause our quarterly revenues to fluctuate:
changes in client budgets and purchasing priorities;
the ability of our clients to obtain financing for the purchase of our products;
the financial stability of our clients;
the specific mix of software, hardware and services in orders from clients;
the timing of new product announcements and product introductions by us and our competitors;
market acceptance of new products, product enhancements and services from us and our competitors;
product and price competition;
our success in expanding our sales and marketing programs;
the availability and cost of system components;
delay of revenue recognition to future quarters due to an increase in the sales of our remote access SaaS services;
the length of sales cycles and installation processes;
changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board or other rulemaking bodies;
accounting policies concerning the timing of recognition of revenue;
personnel changes; and
general market and economic factors.
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Variations in our quarterly revenues may adversely affect our operating results. In each fiscal quarter, our expense levels, operating costs and hiring plans are based on projections of future revenues and are relatively fixed. Because a significant percentage of our expenses are relatively fixed, a variation in the timing of systems sales, implementations and installations can cause significant variations in operating results from quarter to quarter. As a result, we believe that interim period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future
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performance. Further, our historical operating results are not necessarily indicative of future performance for any particular period.
Due to all of the foregoing factors, it is possible that our operating results may be below the expectations of securities analysts and investors. In such event, the price of our common stock would likely be adversely affected.
Our common stock price has periodically experienced significant volatility, which could result in substantial losses for investors purchasing shares of our common stock and in litigation against us.
Volatility may be caused by a number of factors including but not limited to:
actual or anticipated quarterly variations in operating results;
rumors about our performance, software solutions, or merger and acquisition activity;
changes in expectations of future financial performance or changes in estimates of securities analysts;
governmental regulatory action;
healthcare reform measures;
client relationship developments;
purchases or sales of Company stock;
changes occurring in the markets in general;
macroeconomic conditions, both nationally and internationally; and
other factors, many of which are beyond our control.
Furthermore, the stock market in general, and the market for software, healthcare and high technology companies in particular, has experienced significant volatility in recent years that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of actual operating performance.
Moreover, in the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and divert management’s attention and resources.
If we fail to maintain effective internal control over financial reporting, this may adversely affect investor confidence in our company and, as a result, the value of our common stock.
We are required under Section 404 of the Sarbanes-Oxley Act to furnish a report by management on the effectiveness of our internal control over financial reporting and to include a report by our independent auditors attesting to such effectiveness. Any failure by us to maintain effective internal control over financial reporting could adversely affect our ability to report accurately our financial condition or results of operations.
As reported in our Quarterly Report on Form 10-Q for the period ended September 30, 2023, we identified a material weakness in our internal control over financial reporting in the third quarter of 2023, as our controls over debt covenant monitoring and compliance were not operating with sufficient precision and timeliness. As of December 31, 2023, this weakness had been remediated with more robust and timely review controls over the related covenant calculations.
If we are unable to maintain effective internal control over financial reporting, or if our independent auditors determine that we have aany additional material weaknessweaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SECSecurities and Exchange Commission (“SEC”) or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, also could restrict our future access to the capital markets.
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We do not have employment or non-competition agreements with most of our key personnel, and their departure could harm our future success.
Our future success depends to a significant extent on the leadership and performance of our chief executive officer and other executive officers. We do not have employment or non-competition agreements with any of our executive officers. Therefore, they may terminate their employment with us at any time and may compete against us. The loss of the services of any of our executive officers could have a material adverse effect on our business, financial condition and results of operations.
As a result of the inherent limitations in our internal control over financial reporting, misstatements due to error or fraud may occur and not be detected.
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports we file with or submit to the SEC under the Securities Exchange Act of 1934 (“Exchange Act”) is accumulated and communicated to management and recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls.
Most of our facilities are located in an area vulnerable to hurricanes and tropical storms, and the occurrence of a severe hurricane, similar storm or other natural disaster could cause damage to our facilities and equipment, which could require us to cease or limit our operations.
A significant portion of our facilities and employees are located within 30 miles of the coast of the Gulf of Mexico. Our facilities are vulnerable to significant damage or destruction from hurricanes and tropical storms. Such disasters may become more frequent and/or severe as the result of climate change. We are also vulnerable to damage from other types of disasters, including tornadoes, fires, floods and similar events. If any disaster were to occur, our ability to conduct business at our facilities could be seriously impaired or completely destroyed. This would have adverse consequences for our clients who depend on us for system support or business management, consulting and managed IT services. Also, the servers of clients who use our remote access services could be damaged or destroyed in any such disaster. This would have potentially devastating consequences to those clients. Although we have an emergency recovery plan, including back-up systems in remote locations, there can be no assurance that this plan will effectively prevent the interruption of our business due to a natural disaster. Furthermore, the insurance we maintain may not be adequate to cover our losses resulting from any natural disaster or other business interruption. Moreover, we could be affected by climate change and other environmental issues to the extent such issues adversely affect the general economy, adversely impact our supply chain or increase the costs of supplies needed for our operations, or otherwise result in disruptions impacting the communities in which our facilities are located.
We are exposed to market risk related to interest rate changes.
We are exposed to market risk related to changes in interest rates as a result of the floating interest rates applicable to the outstanding debt under our term loan facility and revolving credit facility. The interest rate for the outstanding debt under our term loan facility and revolving credit facility as of December 31, 20212023 was 2.75%8.48%. Borrowings underEach of our term loan facility and revolving credit facilityfacilities continues to bear interest at a base rate a LIBOR rate, or a combination of the two, as elected by us, plusper annum equal to an applicable margin. Themargin plus, at our option, either (1) the Adjusted Secured Overnight Financing Rate ("SOFR") rate for the relevant interest period, subject to a floor of 0.50%, (2) an alternate base rate is determined by reference to the greatestgreater of (a) the prime lending rate of Regions, Bank, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month LIBORSOFR rate, subject to the aforementioned floor, plus one percent per annum.annum, or (3) a combination of (1) and (2). The LIBORapplicable margin for SOFR loans and the letter of credit fee ranges from 1.8% to 3.0%. The applicable margin for base rate is determined by referenceloans ranges from 0.8% to the interest rate for dollar deposits2.0%, in the London interbank market for the interest period relevant to such borrowings, adjusted as set forth in the credit agreement. There is no capeach case based on the maximum interest rate for borrowings under our term loan facility and revolving credit facility.Company's consolidated net leverage ratio. A one hundred basis point change in interest rate on our borrowings outstanding as of December 31, 20212023 would result in a change in interest expense of approximately $1.0$2.0 million annually.
The Intercontinental Exchange Benchmark Administration has announced its intention
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Macroeconomic conditions could have a materially adverse impact on our business, financial condition, or results of operations.
In recent months, record levels of inflation have resulted in significant volatility and disruptions in the global economy. In response to cease publication of allrising inflation, central banks, including the United States Dollar LIBORFederal Reserve, have tightened their monetary policies and raised interest rates, after June 30, 2023. No consensus currently existsand such measures may continue if there is a period of sustained heightened inflation. Higher interest rates and volatility in financial markets could lead to additional economic uncertainty or recession. Increased inflation rates have increased our and our suppliers’ operating costs, including labor costs. There is no assurance that we will be able to promptly increase our pricing to offset our increased costs in a higher inflationary environment, or that our operations will not be materially impacted by rising inflation and its broader effect on the markets in which we operate in the future. Impacts from inflationary pressures could be more pronounced and materially adversely impact aspects of our business where revenue streams and costs commitments are linked to contractual agreements that extend into the future, as we may not be able to what benchmark ratequickly or rates may become accepted alternativeseasily adjust pricing, reduce costs, or implement countermeasures. We are unable to LIBOR. We cannot currently predict the effectimpact of efforts by central banks and federal, state, and local governments to combat elevated levels of inflation. If their efforts to create downward pressure on inflation are too aggressive, they may lead to a recession. Alternatively, if they are insufficient or are not sustained long enough to bring inflation to lower, more acceptable levels, our customers’ ability or willingness to spend on healthcare information technology may be impacted for a prolonged period of time. If a recession occurs, economies weaken, or inflationary trends continue, our business and operating results could be materially adversely affected.
Moreover, a potential U.S. federal government shutdown resulting from budgetary decisions, a prolonged continuing resolution, breach of the discontinuation of,federal debt ceiling, or other changes to, LIBORa potential U.S. sovereign default and the uncertainty surrounding the 2024 U.S. presidential election may increase uncertainty and volatility in the global economy and financial markets. Weak economic conditions or any establishment of alternative reference rates. Thesignificant uncertainty regarding the futurestability of LIBOR, as well as the transition from LIBORfinancial markets related to any alternative reference ratestock market volatility, inflation, recession, changes in tariffs, trade agreements or rates,governmental fiscal, monetary and tax policies, among others, could have adverse impacts on floating rate obligationsadversely impact our business, financial condition and other financial instruments that currently use LIBOR as a benchmark rate, including our credit facilities with Regions Bank. There is no guarantee that a shift from LIBOR to a new reference rate will not result in increases to our borrowing costs.operating results.
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ITEM 1B.UNRESOLVED STAFF COMMENTS
None.

ITEM 1C.CYBERSECURITY
Our business operations, including the provision of the products and services described above, involve the compilation and transmission of confidential information, including patient health information. We also collect and store other sensitive data such as credit card, insurance, and other information. We have included security features in our systems that are intended to protect the privacy and integrity of this information, but our systems may be vulnerable to security breaches, viruses, programming errors and other similar disruptive problems.
The Board of Directors is responsible for exercising oversight of management’s identification of, and planning for, the material risks facing the Company, and we believe our risk management policies and procedures are adequate to ensure that relevant information about cybersecurity risks and incidents is appropriately reported and disclosed. In October 2017, the Board authorized the formation of a Cybersecurity Committee, which is now known as the Governance, Risk & Compliance (“GRC”) Committee. Our cybersecurity risk management process, which are discussed in greater detail below, are led by the GRC Committee. The GRC Committee is currently comprised of the Chief Technology and Innovation Officer, Chief Financial Officer, General Manager of TruBridge, General Manager of EHR, General Manager of Patient Engagement, Corporate Security Officer, and General Counsel and Corporate Compliance Officer. The GRC Committee generally meets weekly, and has a formal meeting quarterly, to discuss the primary security and compliance-related risks currently facing the Company, including cybersecurity risks. The General Counsel and Corporate Compliance Officer then provides updates to the Board at each regular quarterly meeting. Annually, the full Board participates in cybersecurity training and discusses the internal incident management process with the GRC Committee.
In October 2020, the Board created the Innovation and Technology Committee to aid the Board in its duties to assess and oversee the management of risks in the areas of information technology, information and data security, cybersecurity, disaster recovery, data privacy and business continuity. This committee oversees the GRC Committee’s activities relating to information technology and cybersecurity matters, and seeks to enhance communication and coordination of efforts between the Board and management in these areas. The members of the Innovation and Technology Committee monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of and participation in the cybersecurity risk management process described below, including the operation of our incident response plan.
Additionally, we have a Security Operations Center ("SOC") to oversee several initiatives designed to improve our cybersecurity protection, readiness and response. The Company partnered with a third party to provide Security as a Service ("SECaaS") to assist our internal SOC in reducing the likelihood and impact of a cybersecurity attack. The SOC oversees penetration testing, vulnerability scanning, intrusion prevention, endpoint and insider threat detection, log management and other cybersecurity-related projects. The Company also consulted with third parties to achieve ISO 27001 certification related to information security management, which was achieved starting in 2020 and maintained every year since.
Our SOC team members have over 35 years of combined work experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs, and developing and overseeing programs and policies related to various areas, including incident response, eDiscovery, forensic investigations, log analysis, malware analysis, risk management, physical security, and enterprise security operations, as well as several relevant degrees and certifications, including Masters degrees in Cybersecurity and Information Assurance, Bachelors degrees in Information Technology, BS Information Systems and Cybersecurity, Certified Information Systems Security Professional, Certified Ethical Hacker, Computer Hacking Forensic Investigator, A+, Network+, Security+, MS Sentinel, a Degree in forensic science and others being worked on. Prior work experience, knowledge, skills, or background for the SOC team include: law enforcement, DoD contractor work in cybersecurity, heavy involvement in numerous large scale intrusion investigations, published author of an Intrusion Analysis book, presentations at numerous conferences focused on cybersecurity, hundreds of forensic analysis cases, prior employment by other companies as cybersecurity/SOC analysts, and continuous on the job training
We have a cybersecurity-specific risk assessment process, which helps identify our cybersecurity threat risks by comparing our process to industry standards and best practices standards set by the National Institute of Standards and Technology (“NIST”) and the International Organization for Standardization (“ISO”),as well as by engaging experts to attempt to infiltrate our
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information systems, as such term is defined in Item 106(a) of Regulation S-K. Our cybersecurity program includes controls designed to identify, protect against, detect, respond to and recover from information and cybersecurity incidents, as such term is defined in Item 106(a) of Regulation S-K, and to provide for the availability of critical data and systems and to maintain regulatory compliance. These controls include the following activities:

a.closely monitor emerging data protection laws and implement changes to our processes designed to comply;
b.conduct annual customer data handling and use requirements training for all our employees;
c.conduct annual cybersecurity management and incident training for employees involved in our systems and processes that handle sensitive data;
d.conduct regular phishing email simulations for all employees and all contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats;
e.through policy, practice and contract (as applicable), require employees, as well as third-parties who provide services on our behalf, to protect customer information and data;
f.run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies;
g.leverage the NIST and ISO incident handling frameworks to help us identify, protect, detect, respond, and recover when there is an actual or potential cybersecurity incident; and
h.maintain multiple layers of controls, including embedding security into our technology investments.
We perform periodic internal and third-party assessments to test our cybersecurity controls and regularly evaluate our policies and procedures surrounding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity or personal data breaches, and we perform periodic internal and third-party assessments to test our controls and to help us identify areas for continued focus, improvement, and/or compliance. An example of the assessment we use is the ISO 27001 assessment that was implemented started in 2020. Our team is continually evaluating our technology vendors and tools to ensure that we are managing evolving threats to the best of our ability.
Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those in our supply chain or who have access to our customer and employee data or our systems. Third-party risks are included within our enterprise risk management program, as well as our cybersecurity-specific risk identification program, both of which are discussed above. In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers. We perform diligence on third-parties that have access to our systems, data or facilities that house such systems or data, and continually monitor cybersecurity threat risks identified through such diligence. Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits, which we conduct as appropriate. Finally, all users employed by or contracted to the Company are required to complete annual cybersecurity education and training, which includes identifying suspicious emails, internet threats, telecommunication threats and ransomware.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Breaches of security and viruses in our systems could result in client claims against us and harm to our reputation causing us to incur expenses and/or lose clientsincluded as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K,which disclosure is incorporated by reference herein. Although we maintain cybersecurity insurance to reduce potential financial losses that may stem from cybersecurity incidents, the costs related to cybersecurity threats or disruptions may not be full insured.

ITEM 2.PROPERTIES
On April 5, 2021, the Company relocated its principal executive office pursuant to a sublease for 20,093 square feet of office space in downtown Mobile, Alabama. Our corporate campus is located on approximately 16.5 acres in Mobile, Alabama and includes approximately 135,500 square feet of office space. Our main campus building consists of approximately 66,000 square feet of office and warehouse space. We also have eleven additional smaller campus buildings consisting of approximately 6,000 square feet of office space each and an additional campus building consisting of approximately 3,500 square feet. The Company also owns 11.3 acres of undeveloped real property adjacent to our corporate campus.
We lease the remainder of our facilities in various locations in the United States, including: Mobile, Alabama; Pottsville, Pennsylvania; Glenwood, Minnesota; Marshall, Minnesota; Plymouth, Minnesota; Ridgeland, Mississippi; Spokane, Washington and Rockville, Maryland. The terms of the
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se
these leases generally range in length from one to twelve years, and all of the leases contain options to incrementally extend the lease period.
During 2021, we had one lease which expired and the Company did not renew: Monroe, Louisiana. Additionally, on July 28, 2021,2023, the Company terminated its lease agreement for approximately 45,00012,500 square feet of office space in Fairhope, Alabama. In 2022, we have two leases that are set to expire: Pottsville, Pennsylvania and Marshall,Plymouth, Minnesota. The Company intends to renew the lease for Pottsville, Pennsylvania and let the Marshall, Minnesota lease expire in the normal course.

ITEM 3.LEGAL PROCEEDINGS
From time to time, we arehave been and may again become involved in routine litigation that ariseslegal proceedings arising in the ordinary course of our business. We are not currently involved inpresently a party to any claims outside the ordinary courselitigation or legal proceedings that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, that are material to ouroperating results, financial condition or results of operations.cash flows. See Note 16 – Commitments and Contingencies included in the notes to our audited financial statements included elsewhere in the Annual Report on Form 10-K.

ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for CPSITruBridge Common Stock
As of March 14, 2022,11, 2024, there were approximately 88 registered77 registered holders of our common stock, as provided to us by our transfer agent. This number does not include the number of beneficial owners whose shares are held in "street"“street” names by broker-dealers and other institutions who hold shares on behalf of their clients. As of March 14, 2022,11, 2024, there were 14,621,90514,507,776 shares of common stock outstanding.
CPSI’sTruBridge’s common stock is listed on the NASDAQ Global Select Market under the symbol "CPSI."TBRG." Prior to March 4, 2024, TruBridge's common stock was listed under the symbol “CPSI.”
Dividends
On November 2, 2017, the Company announced that our Board of Directors adopted a fixed dividend policy for the payment of quarterly dividends, and on September 4, 2020, our Board of Directors opted to indefinitely suspend all quarterly dividends. The indefinite suspension of quarterly dividends was concurrent with the authorization of a stock repurchase program, aligning with the Company's capital allocation strategy that prioritizes flexibility to allow for more opportunistic uses of capital. Our Board of Directors will take into account such matters as general business conditions, capital needs, our financial results, available liquidity and such other factors as our Board of Directors may deem relevant in future dividend declarations. Additionally, the terms of our Credit Agreement restrict our ability to pay dividends.dividends and make share repurchases. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Liquidity and Capital Resources-Credit Agreement” included herein.
Purchases of Equity Securities
The following table summarizes our repurchase of equity securities during the three months ended December 31, 2021:2023:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (a)
October 1, 2021 - October 31, 2021— $— — $28,184,550 
November 1, 2021 - November 30, 20213,134 $29.68 3,134 $28,091,544 
December 1, 2021 - December 31, 2021— $— — $28,091,544 
Total3,134 $29.68 3,134 
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (a)
October 1, 2023 - October 31, 2023— $— — $16,471,896 
November 1, 2023 - November 30, 2023— $— — $16,471,896 
December 1, 2023 - December 31, 2023— $— — $16,471,896 
Total— $— — 

(a)On September 4, 2020, our Board of Directors approved a stock repurchase program under which we may 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.


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ITEM 6.[Reserved]

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with the "Selected Financial Data" and our financial statements and the related notes included elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those set forth under "Risk Factors" and elsewhere in this Annual Report.
Background
CPSI is a leading providerDuring much of healthcarethe Company's history, our strategy, operations, and financial results have been largely associated with developments in the electronic health record ("EHR") industry. With the rapid maturity of the EHR industry and the increasing prevalence of and demand for outsourced revenue cycle management ("RCM") services and complementary solutions, we've seen our strategy, operations, and servicesfinancial results naturally evolve to become more heavily associated with RCM, with RCM revenues comprising 57% of our consolidated revenue for community hospitals2023. In recognition of this significant shift in strategic focus, Computer Programs and other healthcare systems and post-acute care facilities. Founded in 1979, CPSI offersSystems, Inc. changed its products and services through six companies -corporate name to TruBridge, Inc. on March 4, 2024. Contemporaneous with this name change, the former wholly-owned subsidiaries Evident, LLC, ("Evident"), American HealthTech, Inc. ("AHT"), TruBridge, LLC, and TruCode, LLC were merged into the parent company, while the former wholly-owned subsidiary Rycan Technologies, Inc. was merged into its parent and another wholly-owned subsidiary, Healthland Holding Inc. With these changes, the Company's remaining legal structure includes TruBridge, Inc., the parent company, with Viewgol, LLC ("TruBridge"Viewgol"), iNetXperts, Corp. d/b/a Get Real Health, ("Get Real Health"), TruCode LLC ("TruCode") and Healthcare Resource Group, Inc. ("HRG"). These, and Healthland Holding Inc. as its wholly-owned subsidiaries.
Founded in 1979, TruBridge is a leading provider of healthcare services and solutions for community hospitals, their clinics and other healthcare systems. Our combined companies are focused on improvinghelping improve the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our clients. customers.
The individual contributions of each of these companiesCompany operates its business in three operating segments, which are also our reportable segments: RCM, EHR, and Patient Engagement. These reporting segments contribute towards thisthe combined focus areof improving the health of the communities we serve as follows:
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.
TruBridge, our thirdThe RCM reporting segment focuses on providing business management, consulting, and managed IT services along with itsa complete revenue cycle management ("RCM")RCM solution for all care settings, regardless of their primary healthcare information solutions provider.
Get Real Health, included withinThe EHR segment provides comprehensive acute care EHR solutions and related services for community hospitals and their physician clinics. Prior to our TruBridgesale of American HealthTech, Inc. in January 2024, our EHR segment deliversalso provided post-acute care EHR solutions and related services for skilled nursing and assisted living facilities.
The Patient Engagement segment offers comprehensive patient engagement and empowerment 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 integrity specialists and auditors the flexibility to code according to their knowledge, preferences and experience.
HRG, which was acquired on March 1, 2022 and will be included within our TruBridge segment, provides specialized RCM solutions for facilities of all sizes.
Our companies currently support acute care facilitiescommunity hospitals and post-acute care facilitiesother healthcare systems with a geographically diverse customerpatient mix within the domestic community healthcare market. Our target market for our acute careRCM, EHR, and Patient Engagement solutions includes community hospitals with fewer than 200400 acute care beds. Our primary focus within this defined target market is on hospitals with fewer than 100 beds which comprise approximatelyand their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. 98% of our acute care hospital EHR client base. The target market for our post-acute care solutions consistscustomer base is comprised of approximately 15,500 skilled nursing facilities that are either independently owned or part of a larger management group with multiple facilities. Our target market for our TruBridge services includes community hospitals with fewer than 600 acute care100 beds.
See Note 18 to the 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 TruBridgeRCM services into our existing EHR customer base, expanding TruBridgeRCM 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. During 2020, we engaged a top-tier international consulting firm to assess our core growth strategy, with the outcome of this eight-week engagement being the
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confirmation of our current core strategy and the identification of other innovative potential growthcompetitive EHR takeaway opportunities. We may also seek to grow through acquisitions of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals.
The opportunityOur growth strategy is heavily dependent on our ability to cross-sell TruBridgeRCM services is greatest withinto our Acute Care EHR customer base. As such, retention of our existing Acute Care EHR customers is a key component of our long-term growth strategy by protecting this base of potential TruBridgeRCM 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. Historically,Since 2019, these retention rates hadhave consistently remained in the mid-to-high 90th percentile ranges. However, fiscal years 2017 through 2019 sawSpecifically, we achieved retention rates decreaseof 98.2% and 94.9% in 2021 and 2022, respectively, decreasing to the low 90th percentile ranges due92.1% in 2023, as EHR product consolidation has led to among other factors, (i) post-acquisitionan increase in attrition from our non-flagship products (retention for our flagship EHR product was approximately 95.2% in 2023). We have increased customer concerns regardingretention 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 long-term commitment to the Centriq platform, acquired in January 2016, (ii) an intensified competitive market, primarily due to aggressive pricing and marketing by a highly disruptive new entrant into the Acute Care EHR marketplace, and (iii) the announced sunset of the Classic platform, also acquired in January 2016. During 2020 and 2021, retention rates returned to the mid-to-high 90th percentile ranges, as (i) the lingering effects of the Centriq acquisition continue to abate, (ii) the competitive environment continues to normalize as the aforementioned disruptive new entrant into this market has since departed the market altogether, and (iii) the Classic platform was sunset in the fourth quarter of 2019, with all related customers having either changed EHR vendors or migrated to one of our remaining EHR solutions.products.
As we pursue meaningful long-term revenue growth by leveraging TruBridgeRCM 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 TruBridgeRCM services beyond our EHR customer base.
While the combination of revenue growth and operating leverage resultsis expected to result 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” ("SaaS") 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.
EHR 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
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“SaaS” “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.
Although the
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The overwhelming majority of our historical EHR installations have been under a perpetual license model, the dramatic shift inbut new customer preferences todemand has dramatically shifted towards a SaaS license model began during 2019, with 43%in the past several years. SaaS license models made up only 12% of the year'sannual new acute care EHR installations being performed in a SaaS model, compared2018, increasing to only 12% in 2018. This shift in customer preference toward the SaaS license model has since continued, with SaaS installations representing approximately 68% of new acute care EHR installations100% during 20202022 and 63% during 2021.2023. These SaaS offerings are becoming increasingly attractive to our clients because this configuration allows them to obtain access to advanced software products without a significant initial capital outlay. We expect this trend to continue for the foreseeable future, with the resulting impact on the Company’s financial statements being reduced system salesEHR revenues in the period of installation in exchange for increased recurring periodic revenues (reflected in system sales and supportEHR revenues) over the term of the SaaS arrangement. This naturally places downward pressure on short-term revenue growth and profitability metrics, but benefits long-term revenue growth and profitability which, in our view, is consistent with our goal of delivering long-term shareholder value.
For customers electing to purchase our technology solutions under a traditional perpetual license, we have historically made financing arrangements available on a case-by-case basis, depending on the various aspects of the proposed contract and customer attributes. These financing arrangements continue to comprisehave 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. During 2018, total financing receivables increased dramatically and had a significant impact on operating cash flows. This increase in financing arrangements was primarily due to two reasons. First, meaningful use stage 3 (“MU3”) installations are primarily financed through short-term payment plans and demand for such installations increased significantly in late 2017. Second, competitor financing options, primarily through accounts receivable management collections and Cloud EHR arrangements, have applied pressure to reduce initial customer capital investment requirements for new EHR installations, leading to the offering of long-term lease options. In 2019, we experienced a modest reduction in total financing receivables due to the natural exhaustion of the MU3 opportunity and theThe aforementioned dramatic shift in license preferencescustomer preference towards SaaS arrangements has significantly reduced the formerfrequency of which alsonew 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 positive impact to operating cash flows. A more substantial reduction in total financing receivables occurred in 2020, with an even greater reduction during 2021.2023.
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
The aforementioned engagement during 2020 with a top-tier international consulting firm to assess ourOur core growth strategy included an element geared towardsincludes margin optimization by identifying opportunities to further improve our cost structure. The end result was a margin optimization plan centered around executionstructure by executing against initiatives related to organizational realignment, expanded use of offshore partnershipsresources and the use of automation to increase the efficiency and value of our associates' efforts.
Regarding theInitial organizational realignment on February 1,efforts began during 2021, when 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 is a component of a broader strategic review of the Company's operations that is intended to more effectively align our resources with business priorities. Substantially allOther related initiatives include our ongoing implementation of the employees impacted by the reductionScaled Agile Framework® throughout our EHR product development, implementation and support functions to enhance cohesion, time-to-market and customer satisfaction. This framework is a set of organization and workflow patterns intended to guide enterprises in force exited the Company in the first quarterscaling lean and agile practices and promote alignment, collaboration, and delivery across large numbers of 2021, with the last of the impacted employees exiting in the third quarter. 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 expects to realize approximately $3.9 million in annual savings compared to prior expense levels.agile teams.
The remaining margin optimization initiatives of enhanced leveragingexpanded utilization of offshore partnershipsresources and automation have commenced and, to date, have provided meaningful efficiencies to our operations, particularly within TruBridge.RCM. As a service organization, TruBridge'sRCM's cost structure is heavily dependent upon human capital, subjecting TruBridgeit 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. pandemic and has compelled the Company to make compensation adjustments that are outside of historical norms. Prior to our October 2023 acquisition of Viewgol, we were solely reliant upon third-party partnerships for offshore resources, increasing both the execution risk of this initiative and the related cost of scaling this labor force. With Viewgol as a subsidiary, we have greatly enhanced our control over the resource availability for this initiative and we expect to achieve meaningful per-unit cost efficiencies. However, in the near-term, we expect to see additional pressure on margins due to the integration and ramp-up of Viewgol.
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,RCM profitability, 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 has led to, and could lead to, erosion of margins.
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Labor Capitalization2023 Financial Overview
DuringIn the secondfourth quarter of 2021, our ongoing monitoring activities associated2022, the Company made a number of changes to its organizational structure and management system to align the Company's operating model to its strategic initiatives. With these changes the Company revised its reportable segments to RCM, EHR, and Patient Engagement, but this realignment of the Company's reportable segments did not impact its consolidated financial statements. Throughout this discussion, prior-year results have been recast to conform 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 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.
COVID-19
The continuing impacts of COVID-19 and related economic conditions on the Company’s results are highly uncertain and outside the Company’s control. The scope, duration and magnitude of the direct and indirect effects of COVID-19 continue to evolve in ways that are difficult or impossible to anticipate.
At the outset of the COVID-19 pandemic, community hospital patient volumes in the United States and other countries around the world rapidly deteriorated, negatively impacting the revenues, gross margins, and income of our TruBridge service offerings. Although these patient volumes have since largely recovered, the persistence of the pandemic and the unprecedented nature of the resulting challenges it has imposed on national and global healthcare and economic systems make the path to complete recovery uncertain for community hospitals and may negatively impact the future financial performance of our TruBridge services. Additionally, new EHR system installations have been, and may continue to be, negatively impacted by restrictive travel and social distancing protocols. The Company began to experience these impacts in March 2020, which increased in significance during the second quarter of 2020 before gradually improving over the remainder of 2020 and 2021. However, uncertainty remains with respect to the pace of economic recovery, as well as the potential for resurgence in transmission of COVID-19 and related business closures due to the emergence of virus variants and vaccine hesitancy and refusal among various populations.
The Company expects the negative impacts of the pandemic to continue for the foreseeable future, but the degree of the impact will depend on the ability of our community hospital clients to return to normal operations and patient volume. We believe that COVID-19 has impacted, and will continue to impact, our business results in the following additional areas:reportable segments noted above.
Bookings – A decline in new business and add-on bookings as certain client purchasing decisions and projects are delayed to focus on treating patients, procuring necessary medical supplies, and managing their organization through this crisis. This decline in bookings eventually results in reduced backlog and lower subsequent revenue.
TruBridge revenues - Decreased levels of patient volume within our community hospital client base negatively impact our revenues for our TruBridge service offerings as the overwhelming majority of TruBridge revenues are directly or indirectly correlated with client patient volumes. This decline in revenues has a negative impact on gross margins and income. Although TruBridge revenues have improved significantly from their pandemic-caused lows, we cannot predict the potential negative impacts any COVID-19 resurgence will have on patient volumes and the resulting revenues.
Associate productivity – A decline in associate productivity, primarily for our implementation personnel, as a large amount of work is typically done at client sites, which is being impacted by travel restrictions and our clients’ focus on the pandemic. Our clients��� focus on the pandemic has also led to pauses on existing projects and postponed start dates for others, which translates into lower implementation revenues, gross margin and income. We are mitigating this by doing more work remotely than we have in the past, but we cannot fully offset the negative impact.
Travel – Associate travel restrictions reduce client-related travel, which reduces reimbursed travel revenues and lowers our costs of sales as a percent of revenues. Such restrictions also reduce non-reimbursable travel, which lowers operating expenses. While travel has begun to rebound with the easing of certain COVID-19 travel restrictions, any COVID-19 resurgence may result in the re-imposition of travel restrictions.
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Cash collections – A delay in client cash collections due to COVID-19’s impact on national reimbursement processes, and client focus on managing their own organizations’ liquidity during this time, impact our cash collections. The federal government has allocated unprecedented resources specifically designed to assist healthcare providers with their operating and capital needs during the pandemic, allocating a total of $175 billion through the Coronavirus Aid, Relief, and Economic Security (CARES) Act Provider Relief Fund. While these funds certainly helped mitigate the financial pressures our clients faced, the clinical and operational challenges remain immense and are likely to cause certain of our customers to continue to aggressively manage cash resources in order to preserve liquidity, resulting in uncharacteristic aging of our trade accounts receivable. Additionally, the aforementioned decrease in community hospital patient volumes has had, and will continue to have, a negative impact on TruBridge billings for services and resulting revenues. These factors translate to lower cash flows from operating activities, which may impact how we execute under our capital allocation strategy and may adversely affect our financial condition.
2021 Financial Overview
We generated revenues of $280.6$339.4 million from the sale of our products and services during 2021,2023, compared to $264.5$326.6 million during 2020,2022, an increase of 6%4% that is primarily attributeddue to the aforementioned improvementcombination of inorganic growth through our recent acquisitions of HRG and Viewgol and organic growth as RCM solutions continue to gain traction in hospital patient volumes from the early days of the COVID-19 pandemic and the corresponding positive impact on TruBridge revenues. Thisdomestic healthcare landscape. Despite this increase in revenues, is the primary driver behind the corresponding increase in net income which increased(loss) decreased by $4.2$61.7 million to $18.4a net loss of $45.8 million during 2021,2023, compared to $14.2net income of $15.9 million during 2020. Despite2022. Heavily impacting our results for 2023 were (i) $35.9 million of goodwill impairment charges related to our divestiture of American HealthTech, Inc., the impact of deteriorating macroeconomic conditions and moderated assumptions regarding growth expectations and eventual margin achievement on the fair values of our Acute care EHR and Patient Engagement reporting units; (ii) $2.3 million of impairment charges related to trademark intangible assets resulting from our March 2024 name change and corporate rebranding initiative (see Note 12 - Intangible Assets and Goodwill for further information); (iii) $17.7 million of incremental severance and other nonrecurring charges resulting from various restructuring and acquisition initiatives; and (iv) $6.2 million of incremental interest expense driven by the combined factors of an increasing interest rate environment and acquisition-fueled increases in debt. Corresponding to this increaseddecreased profitability, net cash provided by operating activities decreased by $1.4$31.3 million, from $49.1$32.4 million provided by operations during 20202022 to $47.7$1.1 million provided by operations for 2021 as the aforementioned revenue increase coupled with delayed client cash collections resulted in a significant expansion of accounts receivable.2023.
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Results of Operations
The following table sets forth certain items included in our results of operations for each of the three years in the period ended December 31, 2021,2023, expressed as a percentage of our total revenues for these periods:
 Year ended December 31,
 202120202019
(In thousands)Amount% SalesAmount% SalesAmount% Sales
INCOME DATA:
Sales revenues:
System sales and support:
Acute Care EHR$125,379 44.7 %$134,770 51.0 %$144,074 52.5 %
Post-acute Care EHR17,730 6.3 %18,184 6.9 %21,278 7.7 %
Total system sales and support143,109 51.0 %152,954 57.8 %165,352 60.2 %
TruBridge137,520 49.0 %111,534 42.2 %109,282 39.8 %
Total sales revenues280,629 100.0 %264,488 100.0 %274,634 100.0 %
Costs of sales:
System sales and support:
Acute Care EHR65,776 23.4 %64,540 24.4 %68,569 25.0 %
Post-acute Care EHR4,888 1.7 %4,821 1.8 %5,303 1.9 %
Total system sales and support70,664 25.2 %69,361 26.2 %73,872 26.9 %
TruBridge69,083 24.6 %58,881 22.3 %56,617 20.6 %
Total costs of sales139,747 49.8 %128,242 48.5 %130,489 47.5 %
Gross profit140,882 50.2 %136,246 51.5 %144,145 52.5 %
Operating expenses:
Product development30,389 10.8 %33,457 12.6 %36,861 13.4 %
Sales and marketing21,978 7.8 %22,835 8.6 %26,495 9.6 %
General and administrative50,022 17.8 %47,479 18.0 %45,200 16.5 %
Amortization of acquisition-related intangibles13,786 4.9 %11,421 4.3 %11,006 4.0 %
Total operating expenses116,175 41.4 %115,192 43.6 %119,562 43.5 %
Operating income24,707 8.8 %21,054 8.0 %24,583 9.0 %
Other income (expense):
Other income1,529 0.5 %1,494 0.6 %807 0.3 %
Gain on contingent consideration— — %— — %5,000 1.8 %
Loss on extinguishment of debt— — %(202)(0.1)%— — %
Interest expense(3,160)(1.1)%(3,562)(1.3)%(6,694)(2.4)%
Total other income (expense)(1,631)(0.6)%(2,270)(0.9)%(887)(0.3)%
Income before taxes23,076 8.2 %18,784 7.1 %23,696 8.6 %
Provision for income taxes4,646 1.7 %4,538 1.7 %3,228 1.2 %
Net income$18,430 6.6 %$14,246 5.4 %$20,468 7.5 %
 Year ended December 31,
 202320222021
(In thousands)Amount% SalesAmount% SalesAmount% Sales
INCOME DATA:
Revenues:
RCM$193,929 57.1 %$179,870 55.1 %$131,242 46.8 %
EHR138,063 40.7 %139,823 42.8 %143,109 51.0 %
Patient engagement7,443 2.2 %6,955 2.1 %6,278 2.2 %
Total revenues339,435 100.0 %326,648 100.0 %280,629 100.0 %
Expenses
Costs of revenue (exclusive of amortization and depreciation)
RCM110,192 32.5 %97,024 29.7 %66,015 23.5 %
EHR62,048 18.3 %65,661 20.1 %66,698 23.8 %
Patient engagement3,628 1.1 %3,856 1.2 %3,068 1.1 %
Total costs of revenue (exclusive of amortization and depreciation)175,868 51.8 %166,541 51.0 %135,781 48.4 %
Product development37,246 11.0 %31,898 9.8 %32,809 11.7 %
Sales and marketing28,049 8.3 %27,131 8.3 %21,978 7.8 %
General and administrative76,153 22.4 %54,965 16.8 %48,481 17.3 %
Amortization24,522 7.2 %20,887 6.4 %14,717 5.2 %
Depreciation1,946 0.6 %2,443 0.7 %2,156 0.8 %
Goodwill impairment35,913 10.6 %— — %— — %
Trademark impairment2,342 0.7 %— — %— — %
Total expenses382,039 112.6 %303,865 93.0 %255,922 91.2 %
Operating income (loss)(42,604)(12.6)%22,783 7.0 %24,707 8.8 %
Other income (expense):
Other income745 0.2 %1,178 0.4 %1,529 0.5 %
Gain on contingent consideration— — %565 0.2 %— — %
Loss on extinguishment of debt— — %(125)— %— — %
Interest expense(12,521)(3.7)%(6,320)(1.9)%(3,160)(1.1)%
Total other income (expense)(11,776)(3.5)%(4,702)(1.4)%(1,631)(0.6)%
Income (loss) before taxes(54,380)(16.0)%18,081 5.5 %23,076 8.2 %
Provision (benefit) for income taxes(8,591)(2.5)%2,214 0.7 %4,646 1.7 %
Net income (loss)$(45,789)(13.5)%$15,867 4.9 %$18,430 6.6 %
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20212023 Compared to 20202022
Revenues
Total revenues for the year ended December 31, 20212023 increased by $16.1$12.8 million, or 6%4%, compared to the year ended December 31, 2020.2022.
RCM revenues increased by $14.1 million, or 8%, compared to 2022, as acquisition-fueled growth from our March 2022 acquisition of HRG and our October 2023 acquisition of Viewgol added to the organic growth of our RCM offerings.
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System sales and supportEHR revenues consisting of the Acute Care EHR and Post-acute Care EHR segments, decreased by $9.8$1.8 million, or 6%1%, from the year ended December 31, 2020. System sales2022, and support revenues were comprised of the following for the years ended December 31, 20212023 and 2020:2022:
Year ended December 31, Year ended December 31,
(In thousands)(In thousands)20212020(In thousands)20232022
Recurring system sales and support revenues (1)
Recurring EHR revenues (1)
Acute Care EHR
Acute Care EHR
Acute Care EHRAcute Care EHR$108,440 $105,597 
Post-acute Care EHRPost-acute Care EHR16,472 16,272 
Total recurring system sales and support revenues124,912 121,869 
Non-recurring system sales and support revenues (2)
Total recurring EHR revenues
Non-recurring EHR revenues (2)
Acute Care EHR
Acute Care EHR
Acute Care EHRAcute Care EHR16,939 29,173 
Post-acute Care EHRPost-acute Care EHR1,258 1,912 
Total non-recurring system sales and support revenues18,197 31,085 
Total system sales and support revenue$143,109 $152,954 
Total non-recurring EHR revenues
Total EHR revenue
(1) Mostly comprised of support and maintenance, third-party subscriptions, and SaaS revenues.

(1) Mostly comprised of support and maintenance, third-party subscriptions, and SaaS revenues.
(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 and post-acute care EHR solutions and related applications under a perpetual (non-subscription) licensing model.
(2) Mostly comprised of installation revenues from the sale of our acute and post-acute care EHR solutions and related applications under a perpetual (non-subscription) licensing model.
(2) Mostly comprised of installation revenues from the sale of our acute and post-acute care EHR solutions and related applications under a perpetual (non-subscription) licensing model.
Recurring system sales and supportEHR revenues increased by $3.0$1.3 million, or 2%1%, in 2023 compared to 2022. Although customer attrition during 2021.2023 resulted in a decrease in Post-acute care EHR recurring revenues of $0.7 million, or 4%, Acute Care EHR recurring revenues increased by $2.8$1.9 million, or 2%, as continued efforts to emphasize SaaS arrangements have led to the accumulation of significant sources of recurring revenue.
Non-recurring EHR revenues decreased by $3.0 million, or 20%, compared to 2022. The consequence of our continued focus on increasing recurring revenues has been the de-emphasizing of nonrecurring, perpetual license sales.
EHR revenues for 2023 included $16.1 million in revenues from American HealthTech, Inc. which the Company sold in January 2024. See Note 19 – Subsequent Events to the consolidated financial statements included herein for more information.
Patient Engagement revenues increased by $0.5 million, or 7%, compared to 2022 as delivery of certain services formerly provided by our Acute Care EHR segment are now the responsibility of our Patient Engagement segment, with the related revenues and direct costs now reflected in our Patient Engagement segment's results.
Costs of Revenue (exclusive of amortization and depreciation)
Total costs of revenue (exclusive of amortization and depreciation) increased by $9.3 million compared to 2022. As a percentage of total revenues, costs of revenue (exclusive of amortization and depreciation) increased slightly to 52% during 2023 compared to 51% during 2022.
Costs associated with our RCM revenues increased by $13.2 million, or 14%, compared to 2022. This increase has primarily been driven by our recent acquisitions of HRG and Viewgol and the aforementioned necessary responses to domestic labor market challenges, which have increased the costs associated with our people-intensive service offerings. Additionally, (i) revenue growth during 2023 has largely come from lower margin revenue streams; (ii) during 2023 we experienced the loss of a single large customer with a margin profile well beyond our typical customer margin profile; and (iii) we faced increased costs during 2023 associated with enhancing our compliance function within the RCM business unit to accommodate scale.
Costs associated with our EHR revenues decreased by $3.6 million, or 6%, compared to 2022, primarily as our ongoing implementation of the Scaled Agile Framework® resulted in job displacement for a number of our employees.
Costs associated with our Patient Engagement revenues were effectively flat, decreasing by $0.2 million compared to 2022.
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 $5.3 million, or 17%, compared to 2022, primarily due to increased costs related to our strategy to migrate to a public cloud environment and other workplace modernization initiatives.
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Sales and Marketing
Sales and marketing costs increased by $0.9 million, or 3%, compared to 2022 as attritionthe restructuring of our sales force in early 2023 resulted in a significant expansion of related resources.
General and Administrative
General and administrative expenses increased by $21.2 million, or 39%, compared to 2022. Our ongoing implementation of the Scaled Agile Framework® resulted in job displacement for a number of our employees, resulting in an $8.9 million increase in related non-recurring severance costs. Other non-recurring charges increased by $8.8 million, largely as the result of acquisition-related activity and lease termination costs related to our efforts to right-size our real estate footprint.
Amortization & Depreciation
Combined amortization and depreciation expense increased by $3.1 million, or 13%, as increasing capitalized software development asset balances resulted in an increase in the related amortization.
Trademark & Goodwill Impairment
Our combined impairment charges related to trademark intangibles and goodwill were $38.3 million in 2023, with none in 2022. Trademark impairment charges of $2.3 million were recorded as our recently-completed corporate name change and rebranding initiative resulted in the near abandonment of previously-recognized trademark assets. Total goodwill impairment charges of $35.9 million resulted from the Thrive and Centriq customer base has normalizedcombination of: (i) a $21.9 million impairment charge related to more historical levels and our SaaS customer base has continued to grow, strengthening recurring revenues. Post-acute Carecare EHR recurring revenues increased by $0.2 million, or 1%, as attrition has stabilizedbusiness unit, as we continueadjusted the carrying value of the reporting unit to make technological improvementsalign with the agreed-upon eventual sales price; (ii) a $6.4 million impairment charge related to the AHT product line.
Non-recurring system sales and support revenues decreased by $12.9 million, or 41%, mostly driven by a $12.2 million, or 42%, decrease in Acute Care EHR non-recurring revenues. We installed our Acute Care EHR solutions at sixteen new hospital clientsbusiness unit as the combined pressures of an increase in the related discount rate and moderated assumptions regarding eventual margin achievement lowered the estimated fair value of the reporting unit; and (iii) a $7.6 million impairment charge related to our Patient Engagement reporting unit as our growth expectations for this reporting unit have moderated significantly as the related pipelines have been slow to develop.
Total Other Income (Expense)
Total other income (expense) increased to expense of $11.8 million during 2021 (ten2023 compared to expense of which were under$4.7 million during 2022. A rising interest rate environment and a SaaS arrangement, resultinghigher level of funded debt caused a $6.2 million increase in revenue being recognized ratablyinterest expense. Additionally, during 2022, $0.6 million of the original $2.5 million contingent consideration estimated in determining the TruCode purchase price was reversed as updated estimates of TruCode's earnings over the contract term; comparatively,earnout period were less than estimated on the date of acquisition.
Income (Loss) Before Taxes
As a result of the foregoing factors, income (loss) before taxes decreased to a loss of $54.4 million in 2023, compared to income of $18.1 million in 2022.
Provision (Benefit) for Income Taxes
Our effective income tax rates for 2023 and 2022 were 16% and 12%, respectively. Our effective tax rate for 2023 was significantly impacted by the non-deductible nature of our goodwill impairment charges and the changing relationship between net income or loss and research and development tax credits, which accumulate as benefits even in years with loss positions such as 2023. Our effective tax rate for 2022 was impacted by the non-taxable nature of our recorded gain on contingent consideration, which served to reduce the year's effective tax rate by 2.2%.
Net Income (Loss)
Net income (loss) for 2023 decreased by $61.7 million to a loss of $45.8 million, or a loss of $3.15 per basic and diluted share, compared with income of $15.9 million, or $1.08 per basic and diluted share, for 2022.
Supplemental Segment Information
Our reportable segments have been determined in accordance with ASC 280 - Segment Reporting. We have three reportable operating segments: RCM, EHR, and Patient Engagement. We evaluate each of our three operating segments based on segment revenues and segment adjusted EBITDA.
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Adjusted EBITDA consists of GAAP net income (loss) as reported and adjusts for (i) deferred revenue purchase accounting adjustments arising from purchase allocation adjustments related to perpetual license arrangementsbusiness acquisitions; (ii) depreciation expense; (iii) amortization of software development costs; (iv) amortization of acquisition-related intangible assets; (v) stock-based compensation; (vi) severance and other non-recurring charges; (vii) interest expense and other, net; (viii) impairment of goodwill; (ix) impairment of trademark intangibles; (x) (gain) loss on contingent consideration; and (xi) the provision (benefit) for income taxes. The segment measurements provided to and evaluated by the chief operating decision makers ("CODM") are recognized whendescribed in Note 18 to the related installation is complete)condensed consolidated financial statements. These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.
The following table presents a summary of the revenues and adjusted EBITDA of our three operating segments for the years ended December 31, 2023 and 2022.
Year Ended December 31,Change
20232022$%
(In thousands)
Revenues by segment:
RCM$193,929 $179,870 $14,059 %
EHR138,063 139,823 (1,760)(1)%
Patient engagement7,443 6,955 488 %
Adjusted EBITDA by segment:
RCM$24,800 $35,219 $(10,419)(30)%
EHR22,900 22,507 393 %
Patient engagement(124)(1,827)1,703 93 %
Segment Revenues
Refer to the corresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis. There are no intersegment revenues to be eliminated in computing segment revenue.
Segment Adjusted EBITDA - Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
RCM adjusted EBITDA decreased by $10.4 million, or 30%, compared to twenty-five new hospital clients during 2020 (seventeen2022. While revenues have increased by $14 million, or 8%, this growth has been met with an increase in costs of which were under a SaaS arrangement). In additionrevenue (exclusive of amortization and depreciation) of $13.2 million, or 14%, primarily due to upward pressure on costs associated with our people-intensive service offerings. This direct-labor headwind was compounded by expanding operating expenses driven by the aforementioned product development costs related to our strategy to migrate to the decreasepublic cloud and general and administrative costs related to our ongoing implementation of the Scaled Agile Framework®.
EHR adjusted EBITDA increased by $0.4 million, or 2%. Although revenues decreased by $1.8 million, or 1%, the ongoing implementation of the Scaled Agile Framework® resulted in thejob displacement for a number of non-SaaS new customer implementations,our employees, thereby benefiting the related non-recurringsegment's profitability.
Patient Engagement adjusted EBITDA increased by $1.7 million, or 93%, as the previously-discussed improved revenue performance worked in tandem with reduced operating expenses to result in improved adjusted EBITDA.
2022 Compared to 2021
Revenues
Total revenues decreased as 2020 benefited from a high volume of late-installing applications for non-SaaS implementations that went live in prior periods. Comparatively, the continued shift in customer preferences towards SaaS arrangements andyear ended December 31, 2022 increased by $46.0 million, or 16%, compared to the continuing impacts of COVID-19 on client purchasing and implementation plans have decreased the opportunities for such follow-on revenue activities for recent implementations and decreased demand for add-on applications within our existing Acute Care EHR customer base.year ended December 31, 2021.
TruBridge
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RCM revenues increased by $26.0$48.6 million, or 23%37%, compared to 2021.2021 due to acquisition-fueled growth and organic growth of our revenue cycle service offerings. TruCode, acquired in May 2021, contributed $13.8 million of revenue during 2022, compared to only $7.4 million during 2021, which reflected only eight months of activity. Our acquisition of HRG in March 2022 provided further inorganic growth, contributing an estimated $34.1 million of revenue during 2022. Organic revenue growth materialized in 2022 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 aforementionedpositive impact of improving hospital patient volumes on TruBridgeRCM revenues, resulted in organic revenue increasesgrowth of $8.6$8.1 million, or 21%, for our accounts receivable management services; $5.77% in 2022.
EHR revenues decreased by $3.3 million, or 18%2%, from the year ended December 31, 2021, and were comprised of the following for our insurance services division;the years ended December 31, 2022 and $1.42021:
 Year ended December 31,
(In thousands)20222021
Recurring EHR revenues (1)
Acute Care EHR$109,340 $108,440 
Post-acute Care EHR15,384 16,472 
Total recurring EHR revenues124,724 124,912 
Non-recurring EHR revenues (2)
Acute Care EHR13,138 16,939 
Post-acute Care EHR1,961 1,258 
Total non-recurring EHR revenues15,099 18,197 
Total EHR revenue$139,823 $143,109 
(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 and post-acute care EHR solutions and related applications under a perpetual (non-subscription) licensing model.
Recurring EHR revenues remained essentially flat with a $0.2 million, or 16%0.2%, fordecrease in 2022 compared to 2021. Acute Care EHR recurring revenues increased by $0.9 million, or 1%, as recent efforts to emphasize SaaS arrangements have led to the accumulation of significant sources of recurring revenue, albeit at the expense of non-recurring revenue. Post-acute care EHR recurring revenues decreased by $1.1 million, or 7%, primarily due to the loss of certain significant customers during early 2022.
Non-recurring EHR revenues decreased by $3.1 million, or 17%, compared to 2021. Acute Care EHR non-recurring revenues decreased by $3.8 million, or 22%, compared to 2021, due mostly to a decrease in the number of perpetual license installations of our medical coding services. Additionally,Acute Care EHR solutions. We installed our Acute Care EHR solutions at nineteen new hospital clients during 2022 (all of which were under a SaaS arrangements resulting in revenue being recognized ratably over the contract term) compared to seventeen new hospital clients during 2021 (ten under a SaaS arrangement). Post-acute care EHR non-recurring revenues increased by $0.7 million, or 56%, compared to 2021 due to a temporarily beneficial shift in license mix.
Patient Engagement revenues increased by $0.7 million, or 11%, compared to 2021 as escalating demand for patient engagement solutions resulted in a revenue increase of $2.2 million, or 53%, relatedcontinues to GRH's solutionspropel organic growth for Get Real Health's products and services. Lastly, the acquisition of TruCode in May 2021 resulted in an additional $7.4 million of revenue during 2021.
Costs of SalesRevenue (exclusive of amortization and depreciation)
Total costs of salesrevenue (exclusive of amortization and depreciation) increased by $11.5$30.8 million compared to 2020.2021. As a percentage of total revenues, costs of salesrevenues (exclusive of amortization and depreciation) increased to 50%51% of revenues during 20212022 from 48% during 2020.
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2021.
Costs of Acute Care EHR system sales and supportassociated with our RCM revenues increased by $1.2$31.0 million, or 2%, compared to 2020, as our increased usage of vendor partnerships to fulfill customer needs increased the related costs of third-party software by $3.6 million, which was partially offset by a $2.1 million decrease in hardware costs associated with the decrease in non-recurring revenues. The gross margin on Acute Care EHR system sales and support decreased to 48% in 2021 from 52% in 2020, as the increase in costs of sales worked in tandem with decreased non-recurring revenues to decrease margins.
Costs of Post-acute Care EHR system sales and support increased slightly to $4.9 million in 2021 from $4.8 million in 2020. This slight increase in costs of sales coupled with the aforementioned decrease in non-recurring revenues resulted a slight decrease in the related gross margins to 72% in 2021 compared to 73% in 2020.
Our costs associated with TruBridge sales and support increased by $10.2 million, or 17%47%, in 2021,2022, primarily driven by our recent acquisitions of TruCode and HRG. The remaining cost increases for RCM are organic in nature, caused by resource expansion necessitated by the growing customer base and improved patient volumes. The acquisition of TruCode
Costs associated with our EHR revenues decreased by $1.0 million, or 2%, in May 2021 resulted in an additional $1.72022, primarily driven by decreasing costs related to third-party content. These costs scale with overall customer counts, which contracted moderately during 2022.
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Costs associated with our Patient Engagement revenues increased by $0.8 million, of costs of sales during 2021. The gross margin on these services increased to 50% in 2021,or 26%, compared to 47% during 2020, as2021. Increased labor costs related to investments aimed at aggressively addressing increasing demand for patient engagement solutions comprised the growing recurring revenue base worked in tandem with operational efficiencies to increase margins.majority of the increase.
Product Development
Product development expenses consist primarily of compensation and other employee-related costs (including stock-based compensation) and infrastructure costs incurred, but not capitalized, for new product development and product enhancements. Product development costs decreased by $3.1$0.9 million, or 9%3%, compared to 2020, with the primary driver beingas a $5.5$5.6 million or 165%, increase in product development labor capitalization pursuantcosts (pursuant to the aforementionedpreviously disclosed 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 thecosts related assets and increased payroll costs associated with expanding resources. The acquisitionto our strategy to migrate to a public cloud environment. In addition, our recent acquisitions of TruCode in May 2021and HRG resulted in $0.8a combined $1.9 million of additional product development expenses during 2022 compared to only $0.8 million in 2021.
Sales andand Marketing
Sales and marketing costs decreasedincreased by $0.9$5.2 million, or 4%23%, compared to 2020. The aforementioned reduction-in-force2021. 2022 marked the return of our in-person National Client Conference, which had migrated to virtual-only since the onset of the COVID-19 pandemic, resulting in incremental expense of $1.1 million. Resource expansion resulted in a $1.3 million increase in payroll costs and an improved sales environment resulted in a $0.6 million increase in commission expenses. Similarly, travel costs have increased by $0.3 million as travel patterns return to pre-COVID levels. Marketing program costs increased by $0.7 million due to more aggressive marketing of our solutions and services combined with reduced non-recurring revenuesspecific campaigns to increase brand awareness for our portfolio of companies. In addition, our recent acquisitions of TruCode and HRG resulted in decreased payrolla combined increase in sales and commission expenses. The acquisitionmarketing expense of TruCode$1.5 million in May 2021 resulted in2022, compared to only $0.4 million of additional sales and marketing expenses during 2021.
General and Administrative
General and administrative expenses increased by $2.5$6.5 million, or 5%13%, compared to 2020,2021, mostly due to $2.5 million in severance costs associated with our 2021 reduction-in-force, an increase of $0.8 millionvolatility in employee health claims coupled with an expanding employee base that resulted in a $4.1 million increase in employee benefits cost. In addition, our commitment to improving the employee experience and the acquisitionbecoming an employer of choice resulted in a $1.9 million increase in human resources cost. Lastly, our recent acquisitions of TruCode in May 2021, whichand HRG resulted in a combined increase in general and administrative expenses of $2.9 million in 2022, compared to only $1.1 million of additional general and administrative expenses during 2021 (exclusive of non-recurring transaction-related costs).2021. Partially offsetting this aggregate $4.4$7.8 million increase in severance, employee health claims,benefits, human resources, and TruCode-relatedacquisition-related costs was a $1.8$1.6 million decrease in bad debt expense due to generally improved collections experience and the lack of any severe collectability determinations for customers with large receivables balances.
Amortization of Acquisition-Related Intangibles& Depreciation
AmortizationCombined amortization and depreciation expense associated with acquisition-related intangible assets increased by $2.4$6.5 million, or 21%38%, in 2022 primarily due to changes in estimates regarding the remaining useful lives of certain of our acquired intangible assets combined with the amortization of intangibles acquired in the TruCode acquisition.
Total Operating Expenses
As a percentageand HRG acquisitions and increased amortization of total revenues, total operating expenses decreased to 41%capitalized software development costs resulting from increases in 2021 compared to 44% in 2020.the related capitalized software development asset balances.
Total Other Income (Expense)
Total other income (expense) improvedincreased to expense of $4.7 million during 2022 compared to expense of $1.6 million during 2021 compared to expense of $2.3 during 2020. This improvement was mostly attributable to a decreasing2021. A rising interest rate environment and lowered average amounts outstanding under our long-terma higher level of funded debt facilities, resultingcaused a $3.2 million increase in interest expense, which was partially offset by a $0.4$0.6 million decreasegain on contingent consideration. During 2022, $0.6 million of the original $2.5 million contingent consideration estimated in related interest expense.determining the TruCode purchase price was reversed as TruCode's earnings over the earnout period were less than estimated on the date of acquisition.
Income Before Taxes
As a result of the foregoing factors, income before taxes increaseddecreased to $18.1 million in 2022, compared to $23.1 million in 2021, compared to $18.8 million in 2020.
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2021.
Provision for Income Taxes
Our effective income tax rates for 2022 and 2021 were 12% and 2020 were 20% and 24%, respectively. Lowered provision-to-return adjustments resulted in an incremental 2.6%3.5% decrease in our effective tax rate for 20212022 compared to 2020,2021, while decreased tax shortfalls related to stock-based compensation arrangementsthe tax-free gain on contingent consideration and increased Work Opportunity Tax Credits resulted in an incremental 1.9% decrease in our effective tax rate of 2.2% for 20212022 compared to 2020.2021.
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Net Income
Net income for 2021 increased2022 decreased by $4.2$2.6 million to $15.9 million, or $1.08 per basic and diluted share, compared with $18.4 million, or $1.26 per basic and diluted share, comparedfor 2021.
Supplemental Segment Information
Our reportable segments have been determined in accordance with $14.2 million, or $0.98 per basicASC 280 - Segment Reporting. We have three reportable operating segments: RCM, EHR, and diluted share,Patient Engagement. We evaluate each of our three operating segments based on segment revenues and segment adjusted EBITDA.
Adjusted EBITDA consists of GAAP net income (loss) as reported and adjusts for 2020.(i) deferred revenue purchase accounting adjustments arising from purchase allocation adjustments related to business acquisitions; (ii) depreciation expense; (iii) amortization of software development costs; (iv) amortization of acquisition-related intangible assets; (v) stock-based compensation; (vi) severance and other non-recurring charges; (vii) interest expense and other, net; (viii) impairment of goodwill; (ix) impairment of trademark intangibles; (x) (gain) loss on contingent consideration; and (xi) the provision (benefit) for income taxes. The segment measurements provided to and evaluated by the chief operating decision makers ("CODM") are described in Note 18 to the condensed consolidated financial statements. These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.
2020 Compared to 2019
To review the results of operations comparisonThe following table presents a summary of the yearrevenues and adjusted EBITDA of our three operating segments for the years ended December 31, 2020 compared with2022 and 2021.
Year Ended December 31,Change
20222021$%
(In thousands)
Revenues by segment:
RCM$179,870 $131,242 $48,628 37 %
EHR139,823 143,109 (3,286)(2)%
Patient engagement6,955 6,278 677 11 %
Adjusted EBITDA by segment:
RCM$35,219 $28,265 $6,954 25 %
EHR22,507 26,505 (3,998)(15)%
Patient engagement(1,827)(2,093)266 13 %
Segment Revenues
Refer to the year endedcorresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis. There are no intersegment revenues to be eliminated in computing segment revenue.
Segment Adjusted EBITDA - Year Ended December 31, 2019, please refer2022 Compared with Year Ended December 31, 2021
RCM adjusted EBITDA increased by $7.0 million, or 25%, compared to our Annual Report on Form 10-K filed on March 12, 20212021. Revenue growth of 37% was partially offset by a 47% increase in costs of revenues (exclusive of amortization and depreciation), as growth materialized from lower-margin, resource-intensive service lines. This direct labor headwind combined with expanded operating expenses to limit adjusted EBITDA growth despite this dramatic increase in revenues.
EHR adjusted EBITDA decreased by $4.0 million, or 15%, mostly due to the Securities and Exchange Commission or followaforementioned decrease in revenues.
Patient Engagement adjusted EBITDA increased by $0.3 million, mostly due to the link below.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1169445/000162828021004641/cpsi-20201231.htmaforementioned increase in revenues.
Liquidity and Capital Resources
Sources of Liquidity
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As of December 31, 2021,2023, our principal sources of liquidity consisted of cash and cash equivalents of $11.4$3.8 million and our remaining borrowing capacity under the revolving credit facility of $79.0$24.3 million, compared to $12.7$7.0 million of cash and cash equivalents and $105.0$86.3 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2020.2022. 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, which includesincluded 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 Restated Credit Agreement that further increased the aggregate principal amount of our credit facilities to $230 million, which included a $70 million term loan facility and a $160 million revolving credit facility.
As of December 31, 2021,2023, we had $100.4$199.6 million in principal amount of indebtedness outstanding under the credit facilities. We believe that our cash and cash equivalents of $11.4$3.8 million as of December 31, 2021, the2023, our future operating cash flows, of the combined entity, and our remaining borrowing capacity under the revolving credit facility of $79.0$24.3 million as of December 31, 2021,2023, 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 Annual Report on Form 10-K. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms. Aside from normal operating cash requirements, obligations under our Credit Agreement (as discussed below) and operating leases, (see Note 15 - Operating Leases for further information), and opportunistic uses of capital in share repurchases and business acquisition transactions, we do not have any material cash commitments or planned cash commitments. Although the Company currently has no obligations related to planned acquisitions, the Company's strategy includes the potential for future acquisitions, which may be funded thoroughthrough draws on the credit facilities or the use of the other sources of liquidity described above. On March 1, 2022, we made a draw of $48.0 million on the revolving credit facility in connection with the closing of the HRG acquisition, leaving a remaining $31.0 million of available borrowing capacity under the revolving credit facility as of that date. A portion of the proceeds from the draw, together with available cash on hand, was used by CPSI to make the various required payments at the closing of the acquisition
Operating Cash Flow Activities
Net cash provided by operating activities decreased by $1.4$31.3 million from $49.1$32.4 million for 20202022 to $47.7$1.1 million for 2021, despite a $4.2 million increase in2023, as the Company’s net income from 2020 to 2021.(loss) decreased by $61.7 million. The decreaseCompany's net income excluding the significant non-cash expenses of amortization, depreciation, and impairment charges decreased by $20.2 million, mostly as significant restructuring events (such as our ongoing implementation of the Scaled Agile Framework® and related mid-year 2023 Voluntary Early Retirement Program) and acquisition activity (such as our October 2023 acquisition of Viewgol) resulted in cash flows provided by operating activitiesincremental nonrecurring expenses of $17.7 million, as well as increased interest on the credit facility. This reduction in profit was primarily due to less cash-advantageousmet with detrimental changes in working capital most notably as it relates(i) net cash inflows related to accounts receivable. During 2020, accountsfinancing receivables decreased by $3.5 million as we continue to work down receivable contracted by $6.4balances from previous years' transactions, and (ii) the timing of income tax payments resulted in a net $0.9 million or 16%, driven by a 4% reduction in annual revenues coupled with a significant decrease in days sales outstanding ("DSO") from 52 days to 45 days. During 2021, accounts receivable expanded by $2.0 million, or 6%, driven by a corresponding 6% increase in annual revenues with DSO remaining unchanged at
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45 days. The resulting impact to operating cash flows was a $3.7 million increase during 2020outflow for 2023 compared to a $3.2net $3.9 million decrease during 2021.inflow for 2022. Significant cash outflows related to nonrecurring transactions and restructuring events had a significant impact on 2023 cash flows. As the cash effects of these events subside, the Company expects to have sufficient cash flow to satisfy ongoing obligations.
Investing Cash Flow Activities
Net cash used in investing activities increaseddecreased from $6.7 million in 2020 to $69.9$62.7 million during 2021.2022 to $60.1 million during 2023. Most notably, we used $59.6completed our $36.7 million of cash during 2021 to fund our acquisition of TruCode, with no such acquisitions occurringViewgol during 2020. Cash outflows for purchasesthe fourth quarter of property and equipment decreased from $3.32023. We completed our $43.4 million in 2020 to $0.9 millionacquisition of HRG during 2021. This decrease in cash outflows is mostly due to the additionfirst quarter of a West Coast data center to enhance our remote hosting capabilities in 2020 without similar capital expenditures during 2021. Lastly,2022. Conversely, cash outflows related to capitalized internal software development efforts increased by $6.0from $19.1 million duein 2022 to the aforementioned change$23.1 million in methodology for estimating labor costs eligible for capitalization.2023 as our workload mix has shifted away from addressing deficiencies in legacy code related to existing applications towards adding features and functionalities to our cloud-native solutions and increased development efforts related to non-customer-facing, internal-use software.
Financing Cash Flow Activities
During 2021,2023, our financing activities were a net source of cash in the amount of $20.9$55.9 million, as $61.0$67.0 million in borrowings from our revolving line of credit (most of which was used to fund our acquisition of Viewgol, with related transaction expenses), were partially offset by long-term debt principal payments of $38.8$8.5 million and $1.3$2.6 million used to repurchase shares of our common stock, which are treated as treasury stock. FinancingDuring 2022, our financing activities were a net source of cash in the amount of $25.9 million, as $48.0 million in borrowings from our revolving line of credit, used $37.0 million during 2020, primarily due to $31.6 million net paid infund our acquisition of HRG, with cash outflows mostly comprised of long-term debt principal $4.3payments of $8.9 million cash paid in dividends and $1.3$11.9 million used to repurchase shares of our common stock.
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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 over a two-year periodthroughout 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, the Board of Directors opted to indefinitely suspend all quarterly dividends.
Credit Agreement
As of December 31, 2021,2023, we had $69.4$63.9 million in principal amount outstanding under the term loan facility and $31.0$135.7 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 LIBORSOFR 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 LIBORSOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin range for LIBORSOFR 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 SeptemberJune 30, 2020,2022, with quarterly principal payments of approximately $0.9 million through June 30, 2022, approximately $1.4 million through June 30, 2024 and approximately $1.9 million through March 31, 2025,2027, with maturity on June 16, 2025May 2, 2027 or such earlier date as the obligations under the Amended and Restated Credit Agreement, as amended by the First Amendment, become due and payable pursuant to the terms of such agreement. Any principal outstanding under the revolving credit facility is due and payable on the maturity date.
Our credit facilities are secured pursuant to anthe Amended and Restated Pledge and SecurityCredit 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 Amended and Restated Credit AgreementFirst Amendment provides incremental facility capacity of $50$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
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sale and leaseback transactions; engage in transactions with affiliates; and materially alter the business we conduct. The Amended and Restated Credit Agreement requiresFirst Amendment required the Company to maintain a minimum fixed charge coverage ratio of 1.25:1.00 throughout the duration of such agreement. Under the Amended and Restated Credit Agreement,First Amendment, the Company is required to comply with a maximum consolidated net leverage ratio of 3.50:1.00. Further, under the First Amendment, in connection with any acquisition by the Company exceeding $25 million, the Company may elect to increase the maximum permitted consolidated net leverage ratio for the fiscal quarter in which the acquisition occurs and each of the following three fiscal quarters by 0.50:1.00 above the otherwise permitted maximum. If the consolidated net leverage ratio is less than 2.50:1.00, there is no limit on the amount of incremental facilities. The Amended and Restated Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default. We believe thatOn March 10, 2023, the calculation of the fixed charge coverage ratio was amended to specifically exclude from the definition of fixed charges the Company's share repurchases conducted during the third and fourth quarters of 2022.
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As of September 30, 2023, we were not in compliance with the covenants contained in such agreementfixed charge coverage ratio required by the Amended and Restated Credit Agreement. On November 8, 2023, the Company and the subsidiary guarantors entered into a Waiver with Regions Bank, as administrative agent, and various other lenders, which provided for a one-time waiver of this failure as an event of default. As of December 31, 2021.
The2023, the Company was similarly not in compliance with the fixed charge coverage ratio required by the Amended and Restated Credit Agreement requiresand a one-time waiver was provided in conjunction with the Fourth Amendment described below. On January 16, 2024, the definition of "Consolidated EBITDA" under the Amended and Restated Credit Agreement was modified to allow for more cost exclusions related to acquisitions and other nonrecurring events and to release American HealthTech, Inc. ("AHT") from its obligations as a Subsidiary Guarantor in connection with the closing of our sale of AHT. On February 29, 2024, the definition of “Consolidated EBITDA” was further amended, pursuant to the Fourth Amendment to the Amended and Restated Credit Agreement. The Fourth Amendment decreased the required consolidated fixed charge coverage ratio from 1.25:1.00 to 1.15:1.00 for each fiscal quarter ending March 31, 2024 through and including December 31, 2024.
Any failure by us to comply with this or another covenant in the future may result in an event of default. There can be no assurance that we will be able to continue to comply with this covenant or obtain amendments to avoid future covenant violations, or that such amendments will be available on commercially acceptable terms.
The First Amendment removed the requirement that the Company to mandatorily prepay the credit facilities with 50% of excess cash flow (minus certain specified other payments). This mandatory prepayment requirement is applicable only ifgenerated during the Company's consolidated net leverage ratio exceeds 2.50:1.00.prior fiscal year. The Company is permitted to voluntarily prepay ourthe credit facilities at any time without penalty, subject to customary “breakage” costs with respect to prepayments of LIBORSOFR rate loans made on a day other than the last day of any applicable interest period. The excess cash flow mandatory prepayment requirement under the credit agreement did not result in a prepayment in 2021 or 2020.
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 years ended December 31, 20212023 and 2020,2022, respectively:
(In thousands)20212020
System sales and support (1)
Acute Care EHR$37,633 $42,449 
Post-acute Care EHR3,240 6,341 
Total system sales and support40,873 48,790 
TruBridge (2)
29,340 33,238 
Total bookings$70,213 $82,028 
(1) Generally calculated as the total contract price (for system sales) including annualized contract value (for support) for perpetual license system sales and total contract price for SaaS sales.
(2) Generally calculated as the total contract price (for non-recurring, project-related amounts) and annualized contract value (for recurring amounts).
(In thousands)20232022
RCM(1)
$48,986 $48,065 
EHR(2)
33,143 38,152 
Patient engagement (1)
2,973 3,188 
Total Bookings$85,102 $89,405 
(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) including annualized contract value (for support) for perpetual license system sales and total contract price for SaaS sales.
Sales activities during the first half of 2021 suffered from a number of incremental headwinds, chief among them being (a) COVID-19 related distractions, including increased infection ratesRCM bookings were effectively flat 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. Such headwinds began dissipating during the third quarter of 2021, resulting in overall bookings growth of $2.22023, increasing only $0.9 million, or 5%2%, for the second half of 2021 compared to 2022. Net-new bookings increased by $3.4 million, or 23%, while cross-sell bookings decreased by $3.5 million, or 12%, experiencing uncharacteristically high volatility as the second halfpace of 2020. However,prospective sales decisions slowed. With the significant impact of these headwinds placed severe pressure onrelative strength in net-new bookings effectively offset by declining cross-sell bookings, bookings for our Encoder product proved the first half ofdifference in the year, resulting inyear-to-year comparison, increasing by $1.1 million.
EHR bookings for 2021 that were $11.8during 2023 decreased by $5.0 million, or 14%13%, below 2020 levels.
compared to 2022, primarily due to a challenging decision environment for new Acute Care EHR bookingssystem arrangements, including lower volumes for migration opportunities from Centriq (acquired in 2021 decreased by $4.8 million, or 11%, comparedour 2016 acquisition of HHI) to 2020, as the impact of the aforementioned headwinds on bookings experienced during the first half of 2021 outweighed the increased strength in demand for newThrive, our flagship hospital EHR installations during the second half of 2021.product.
Bookings for our Post-acute EHR segment decreasednascent Patient Engagement business unit were effectively flat, decreasing by $3.1$0.2 million or 49%. Bookings volumes during the second and third quarters of 2020 were unusually high, representing the highest bookings periods for this business segment since 2016. By comparison, bookings for 2021 were significantly impacted by the aforementioned headwinds.
TruBridge bookings decreased by $3.9 million, or 12%, despite large international client wins propelling a record year for GRH bookings, which increased to $9.0 million in 20212023 compared to $2.4 million during 2020. Exclusive of GRH, TruBridge bookings from existing EHR customers decreased by $7.4 million, or 36%, from 2020 levels while bookings from outside our EHR client base decreased by $3.1 million, or 29%, due to the aforementioned headwinds.2022.
Bookings represent our sales activity during the periods reported above. The amount and volume of pending contracts at the end of the period is described under “Business – Backlog.” Some of the contracts in our backlog are subject to modification or cancellation at the convenience of the customer, or for default in the event that we are unable to perform under the contract.
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There can be no assurance that our bookings or backlog will result in actual revenue in any particular period, or at all, or that any contract included in backlog will be profitable.
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Critical Accounting Policies and Estimates
General 
Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We are required to make some estimates and judgments that affect the preparation of these financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, but actual results may differ from these estimates under different assumptions or conditions.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to clients in an amount that reflects the consideration we expect to receive in exchange for those products and services. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The Company employs the 5-step revenue recognition model under ASC 606, Revenue from Contracts with Customers, to: (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue is recognized net of shipping charges and any taxes collected from clients, which are subsequently remitted Refer to governmental authorities.
System Sales and Support
The Company enters into contractual obligations to sell perpetual software licenses, installation, conversion and related training services, software application support, hardware, and hardware maintenance services to acute care community hospitals and post-acute care providers.
Non-recurring Revenues
Perpetual software licenses and installation, conversion, and related training services are not considered separate and distinct performance obligations dueNote 2 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 stand-alone selling price ("SSP"), net of discounts. We determine each module's SSP using the residual method. Fees for licenses and installation, conversion, and related training services are typically due in three installments: (1) at placement of order, (2) upon installation of software and commencement of training, and (3) upon satisfactory completion of monthly accounting cycle or end-of-month operation by application and as applicable for each application. Often, short-term and/or long-term financing arrangements are provided for software implementations; refer to Note 11 - Financing Receivablesconsolidated financial statements included herein for further information. Electronic health records ("EHR") implementations include a system warranty that terminates thirty days from the software go-live date, the date which the client begins using the systemdiscussion regarding our revenue recognition policies and significant judgments involved in a live environment.
Hardware revenue is recognized on a gross basis separately from software licenses at the point in time it is delivered to the client. The SSPour application 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 five years. Payment is due monthly for support services provided.
Subscriptions to third party content revenue is recognized on a gross basis 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.
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Software as a Service ("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.
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 SSP, net of discounts. SSP for TruBridge BPS services is determined based on observable stand-alone selling prices. Fees for many of these services are invoiced, and revenue recognized accordingly, based on the volume of transactions or a percentage of client accounts receivable collections. Payment is due monthly for BPS with certain amounts varying based on utilization and/or volumes.
TruBridge also provides professional IT services. Revenue from professional IT services is recognized as the services are performed based on SSP, which is determined by observable stand-alone selling prices. Payment is due monthly as services are performed.
Lastly, TruBridge also provides certain software solutions and related support under SaaS arrangements and time-based software licenses. Revenue from SaaS arrangements is recognized in a manner consistent with SaaS arrangements for EHR software, as discussed above. Revenue from time-based software licenses is recognized upon delivery to the client (“point in time”) and revenue from non-license components (i.e., support) is recognized ratably over the respective contract term (“over time”). SSP for time-based licenses is determined using the residual approach, while the non-license component is based on cost plus reasonable margin.
Our contracts with clients often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.
Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently narrow range. For performance obligations that are sold to different clients for a broad range of amounts, or for performance obligations that are never sold on a stand-alone basis, the residual method in determining SSP is applied and requires significant judgment.
Allocating the transaction price, including estimating SSP of promised goods and services for contracts with discounts or variable consideration, may require significant judgment. Due to the short time frame of the implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the same reporting period. In scenarios where the Company enters into a contract that includes both a software license and BPS or other services that are charged based on volume of services rendered, the Company allocates variable amounts entirely to a distinct good or service. The terms of the variable payment relate specifically to the entity’s efforts to satisfy that performance obligation.
ASC 606. Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ and we may be exposed to increases or decreases in revenue that could be material.
Allowance for Credit Losses
Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns, resulting in the establishment of general reserves. Additionally, if it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material event impacting its business, a specific allowance for credit losses may be recorded to reduce the related receivable to the amount expected to be recovered. Refer to Note 11 of the consolidated financial statements included herein for a detailed discussion about our credit loss accounting policy related to trade accounts receivable.
The Company has sold information and patient care systems to certain healthcare providers under short-term payment plans and sales-type leases. The Company establishes an allowance for credit losses for these financing receivables based on the historical level of customer defaults under such financing arrangements. Additionally, if it is determined that a customer will be unable to meet its financial obligation, such as in the case of a bankruptcy filing or other material event impacting its business, a specific allowances may be recorded to reduce the related receivable to the amount expected to be recovered.
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In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. We adopted the new standard as of January 1, 2020. Adoption of this standard did not have a material impact on our consolidated financial statements. Although we believe that that our approach to estimates and judgments regarding our allowance for credit losses is reasonable, actual results could differ and we may be exposed to increases or decreases in required allowances that could be material.
Estimates
The Company uses estimates to record certain transactions and liabilities. These estimates are generally based on management’s best judgment, past experience, and utilization of third party services such as actuarial and other expert services. Because these estimates are subjective and variable, actual results could differ significantly from these estimates. Significant estimates included in our financial statements include those for self-insurance reserves under our health insurance plan, reserves for uncertain tax positions, bad debt and credit allowances, legal liability exposure or lack thereof, and accrued expenses.
Business Combinations, including Purchased Intangible Assets
The Company accounts for business combinations at fair value. Acquisition costs are expensed as incurred and recorded in general and administrative expenses. Measurement period adjustments relate to adjustments to the fair value of assets acquired and liabilities assumed based on information that we should have known at the time of acquisition. All changes to purchase accounting that do not qualify as measurement period adjustments are included in current period earnings.
The fair value amount assigned to an intangible asset is based on an exit price from a market participant’s viewpoint, and utilizes data such as discounted cash flow analysis and replacement cost models. We review acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We test annually for impairment as of October 1.
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As part of our annual goodwill impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a quantitative goodwill impairment assessment which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds that reporting unit's fair value. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered to be impaired.
Critical estimates in valuing certain intangible assets and the fair value of the reporting unit during goodwill impairment tests include, but are not limited to, identifying reporting units, historical and projected customer retention rates, anticipated growth in revenue from the acquired customers, and expected future cash outflows.
Significant judgments in testing goodwill for impairment also include assigning assets and liabilities to the reporting unit and determining the fair value of each reporting unit based on management’s best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.
Management’s best estimates and assumptions are employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period.
Future business and economic conditions, as well as differences actually related to any of the assumptions, could materially affect the financial statements through impairment of goodwill or intangible assets, and acceleration of the amortization period of the purchased intangible assets, which are finite-lived assets.

As of October 1, 2021,2023, the date of our most recent impairment test, the estimated fair value for our Post-acute Care EHR and TruBridgeRCM reporting units had fair values that wereunit was substantially in excess of its carrying value, exceeding its carrying value by 48%. The estimated fair values of our Post-acute care EHR, Acute care EHR, and Patient Engagement reporting units were each below their respective carrying values, at 50%resulting in goodwill impairment charges of $2.2 million, $6.4 million, and 240%,$7.6 million, respectively. The calculated fair valueDuring the fourth quarter of our Acute Care EHR reporting unit exceeded2023, the decision to accept an offer for the sale of AHT that was well below the related reporting unit’s carrying value by 23% and, as such, poseswas considered a heightened risktriggering event requiring reassessment of impairment if the Post-acute care EHR reporting unit’s operating results weregoodwill, resulting in an additional goodwill impairment charge of $19.7 million. Further, management considered the continued decrease in the Company’s market capitalization since our most recent quantitative analysis dated October 1, 2023 to decline in future periods. During the three months
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endedbe a triggering event warranting a further quantitative goodwill impairment analysis as of December 31, 2021,2023. As a result of this updated quantitative goodwill impairment analysis, management concluded that there werewas no identified indicators offurther impairment that required the Company to complete an interim quantitative assessment related to any of the Company’s reporting units or indefinitely-lived intangible assets.goodwill.
Software Development Costs
Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software. We capitalize incurred labor costs forUnder ASC 350-40, 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 developmentpreliminary project activities and post-implementation and maintenance activities are expensed as incurred. We estimate the useful life of our capitalized software and amortize its valuecapitalize direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over that estimated life, which is estimated to be five years. If theWe test for impairment whenever events or changes in circumstances that could impact recoverability occur.
Estimates
The Company uses estimates to record certain other transactions and liabilities. These estimates are generally based on management’s best judgment, past experience, and utilization of third party services such as actuarial and other expert services. Because these estimates are subjective and variable, actual life of the asset is deemedresults could differ significantly from these estimates. Significant estimates included in our financial statements include those for reserves related to be impaired, a write-down of the value of the asset may be recorded as a chargeuncertain tax positions, bad debt and credit allowances, legal liability exposure or lack thereof, accrued expenses, and (prior to earnings. Amortization begins when the related features are placed in service.2023) self-insurance reserves under our health insurance plan.
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Quantitative and Qualitative Disclosures about Market and Interest Rate Risk
Our exposure to market risk relates primarily to the potential changefluctuations in the Secured Overnight Financing Rate ("SOFR") which replaced the British Bankers Association London Interbank Offered Rate ("LIBOR"). as the new benchmark interest rate for our credit facilities. We had $100.4$199.6 million of outstanding borrowings under our credit facilities with Regions Bank at December 31, 2021.2023. 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 LIBORSOFR rate for the relevant interest period, subject to a floor of 0.5%, (2) an alternate base rate determined by reference to the greatest 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 LIBORSOFR rate, subject to the aforementioned floor, plus one percent per annum,subject to the aforementioned floor, or (3) a combination of (1) and (2). Accordingly, we are exposed to fluctuations in interest rates on borrowings under our credit facilities. A one hundred basis point change in interest rate on our borrowings outstanding as of December 31, 20212023 would result in a change in interest expense of approximately $1.0$2.0 million annually. Certain tenors of LIBOR began being phased out in late 2021, with full discontinuation planned for mid-2023. We believe the rate selected as the preferred alternative to LIBOR will be an acceptable replacement rate when LIBOR is fully discontinued. However, we plan to continue using the available LIBOR tenors until 2023 and as such cannot reasonably estimate the expected impact of the planned discontinuation of LIBOR at this time.
We did not have investments as of December 31, 2021.2023. We do not currently utilize derivative financial instruments to manage our interest rate risks.
Recent Accounting Pronouncements
There were no new accounting standards required to be adopted in 20212023 that had a material impact on our consolidated financial statements, and we do not believe that any recently issued but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is contained in Item 7 herein under the heading "Quantitative and Qualitative Disclosures about Market and Interest Rate Risk."
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62


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements
 
 Page
Index to Financial Statement Schedules
 
All other schedules to the financial statements required by Article 9 of Regulation S-X are not applicable and therefore have been omitted.

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63


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Computer Programs and Systems,TruBridge, Inc.’s ("CPSI"TruBridge") internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. CPSI’sTruBridge’s internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of CPSI;TruBridge;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of CPSITruBridge are being made only in accordance with authorizations of management and directors of CPSI;TruBridge; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of CPSI’sTruBridge’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of CPSI’sTruBridge’s internal control over financial reporting as of December 31, 2021.2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”) in Internal Control-Integrated Framework (2013).
Based on our assessment and those criteria, management believes that CPSITruBridge maintained effective control over financial reporting as of December 31, 2021.2023.
We excluded TruCode,Viewgol, LLC ("TruCode"Viewgol"), which was included in our consolidated financial statements, from our assessment of internal control over financial reporting as of December 31, 20212023 because it was acquired by the Company in a purchase business combination on May 12, 2021.October 16, 2023. The acquired business of TruCodeViewgol excluded from our assessment represented approximately 1%9% of the Company's total assets as of December 31, 20212023 and approximately 3%1% of the Company's consolidated total revenues for the year ended December 31, 2021.2023.
The independent registered public accounting firm, Grant Thornton LLP, has audited the consolidated financial statements of the Company as of and for the year ended December 31, 2021,2023, and has also issued its report on the effectiveness of the Company’s internal control over financial reporting included in this report on page 62.65.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Board of Directors and Stockholders
Computer Programs and Systems,TruBridge, Inc.:

Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.) (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021,2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021,2023, and our report dated March 15, 20222024 expressed an unqualified opinion on those financial statements.

Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting ("Management's Report"). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’sCompany's internal control over financial reporting does not include the internal control over financial reporting of TruCode,Viewgol, LLC (“TruCode”Viewgol”), a wholly-owned subsidiary whose financial statements reflect total assets and revenues constituting 1%9% and 3%1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.2023. As indicated in Management’sManagement's Report, TruCodeViewgol was acquired during 2021. Management’s2023. Management's assertion on the effectiveness of the Company’sCompany's internal control over financial reporting excluded internal control over financial reporting of TruCode.Viewgol.

Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Atlanta, Georgia
March 15, 20222024
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS

Board of Directors and Stockholders
Computer Programs and Systems,TruBridge, Inc.:

Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.) (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes and financial statement schedule included under item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021,2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021,2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 20222024 expressed an unqualified opinion.

Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit mattersmatter
The critical audit matter communicated below is a matter arising from the current period audit orof the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements.judgement. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment

As described further in Notes 2 and 12 to the consolidated financial statements, management evaluates goodwill for impairment on an annual basis as of October 1, or more frequently if impairment indicators exist, at the reporting unit level. Management estimated the fair values of its reporting units using a combination of the income and market approaches. The determination of the fair value of the reporting units requires management to make significant estimates and assumptions related to forecasts of future revenues, and operating expensesgross margin, EBITDA, and discount rates. We identified the goodwill impairment assessment of the acuteAcute Care EHR, Post-acute Care EHR, Patient Engagement, and RCM reporting unitunits as a critical audit matter.

The principal considerations for our determination that the goodwill impairment assessment of the acuteAcute Care EHR, Post-acute Care EHR, Patient Engagement, and RCM reporting unitunits is a critical audit matter is that changes in the assumptions related to forecasts of future revenues, operating expensesgross margin, EBITDA, and discount rates could materially affect the determination of the fair value of the reporting unit, the amount of any goodwill impairment charge, or both. Management utilized significant judgment when estimating the fair value and carrying value of the reporting unit.units. In turn, auditing management’s judgments regarding forecasts of future revenues, operating expensesgross margin, EBITDA, and the discount rates applied, involved a high degree of subjectivity due to the estimation uncertainty of management’s significant judgments.


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Our audit procedures related to the goodwill impairment assessment of the acuteAcute Care EHR, Post-acute Care EHR, Patient Engagement, and RCM reporting unitunits included the following, among others:

We evaluated the design and tested the operating effectiveness of controls relating to the goodwill impairment assessment of the acuteAcute Care EHR, Post-acute Care EHR, Patient Engagement, and RCM reporting unit,units, including the controls over determination of the fair valuevalues of the reporting unit.units.

We tested management's process for determining the fair value and carrying value of the acuteAcute Care EHR, Post-acute Care EHR, Patient Engagement, and RCM reporting unit.units. This included evaluating the appropriateness of the valuation methods, testing the completeness, accuracy, and relevance of data used by management, and evaluating the reasonableness of management's significant assumptions, which included forecasted revenues, gross margin, and operating expenses.EBITDA. We tested whether these forecasts were reasonable and consistent with historical performance, third-party market data, and other evidence obtained in other areas of the audit.

We tested the Company's discounted cash flow models for the acuteAcute Care EHR, Post-acute Care EHR, Patient Engagement, and RCM reporting unitunits with the assistance of valuation specialists, including the reasonableness of the utilized discount rate.

We tested the Company's use of the market approach with the assistance of valuation specialists, including the reasonableness of the selected multiples.


/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2004.
Atlanta, Georgia
March 15, 20222024

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COMPUTER PROGRAMS AND SYSTEMS,TRUBRIDGE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
December 31, 2021December 31, 2020
December 31, 2023December 31, 2023December 31, 2022
AssetsAssets
Current assets:Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$11,431 $12,671 
Accounts receivable, net of allowance for credit losses of $1,826 and $1,701, respectively34,431 32,414 
Financing receivables, current portion, net6,488 10,821 
Accounts receivable, net of allowance for credit losses of $3,631 and $2,854, respectively
Accounts receivable, net of allowance for credit losses of $3,631 and $2,854, respectively
Accounts receivable, net of allowance for credit losses of $3,631 and $2,854, respectively
Financing receivables, current portion, net (net of allowance for expected credit losses of $319 and $223, respectively)
InventoriesInventories855 1,084 
Prepaid income taxesPrepaid income taxes4,599 1,789 
Prepaid income taxes
Prepaid income taxes
Prepaid expenses and otherPrepaid expenses and other11,194 8,365 
Assets of held for sale disposal group
Total current assetsTotal current assets68,998 67,144 
Property and equipment, netProperty and equipment, net11,590 13,139 
Software development costs, netSoftware development costs, net11,644 3,210 
Operating lease assetsOperating lease assets7,097 6,610 
Financing receivables, net of current portion7,231 11,477 
Financing receivables, net of current portion (net of allowance for expected credit losses of $97 and $326, respectively)
Other assets, net of current portionOther assets, net of current portion3,874 2,787 
Intangible assets, netIntangible assets, net95,203 71,689 
GoodwillGoodwill177,713 150,216 
Total assetsTotal assets$383,350 $326,272 
Total assets
Total assets
Liabilities and Stockholders’ EquityLiabilities and Stockholders’ Equity
Current liabilities:Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payableAccounts payable$8,079 $7,716 
Current portion of long-term debt

Current portion of long-term debt

4,394 3,457 
Deferred revenueDeferred revenue11,529 8,130 
Accrued vacationAccrued vacation5,262 5,353 
Other accrued liabilitiesOther accrued liabilities17,163 12,786 
Other accrued liabilities
Other accrued liabilities
Liabilities of held for sale disposal group
Total current liabilitiesTotal current liabilities46,427 37,442 
Long-term debt, net of current portion

Long-term debt, net of current portion

94,966 73,360 
Operating lease liabilitiesOperating lease liabilities5,505 5,092 
Deferred tax liabilitiesDeferred tax liabilities13,880 10,378 
Total liabilities

Total liabilities

160,778 126,272 
Stockholders’ equity:Stockholders’ equity:
Common stock, $0.001 par value per share; 30,000 shares authorized; 14,734 shares issued at December 31, 2021 and 14,511 shares issued at December 31, 202015 15 
Common stock, $0.001 par value per share; 30,000 shares authorized; 15,121 shares issued at December 31, 2023 and 14,913 shares issued at December 31, 2022
Common stock, $0.001 par value per share; 30,000 shares authorized; 15,121 shares issued at December 31, 2023 and 14,913 shares issued at December 31, 2022
Common stock, $0.001 par value per share; 30,000 shares authorized; 15,121 shares issued at December 31, 2023 and 14,913 shares issued at December 31, 2022
Additional paid-in capitalAdditional paid-in capital187,079 181,622 
Retained earningsRetained earnings38,054 19,624 
Treasury stock, 89 shares at December 31, 2021 and 47 shares at December 31, 2020(2,576)(1,261)
Retained earnings
Retained earnings
Treasury stock, 572 shares at December 31, 2023 and 483 shares at December 31, 2022
Total stockholders’ equityTotal stockholders’ equity222,572 200,000 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$383,350 $326,272 
The accompanying notes are an integral part of these consolidated financial statements.

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COMPUTER PROGRAMS AND SYSTEMS,TRUBRIDGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 Year ended December 31,
 202120202019
Sales revenues:
System sales and support$143,109 $152,954 $165,352 
TruBridge137,520 111,534 109,282 
Total sales revenues280,629 264,488 274,634 
Costs of sales (exclusive of amortization shown separately below):
System sales and support70,664 69,361 73,872 
TruBridge69,083 58,881 56,617 
Total costs of sales139,747 128,242 130,489 
Gross profit140,882 136,246 144,145 
Operating expenses:
Product development

30,389 33,457 36,861 
Sales and marketing21,978 22,835 26,495 
General and administrative50,022 47,479 45,200 
Amortization of acquisition-related intangibles13,786 11,421 11,006 
Total operating expenses116,175 115,192 119,562 
Operating income24,707 21,054 24,583 
Other income (expense):
Other income1,529 1,494 807 
Gain on contingent consideration— — 5,000 
Loss on extinguishment of debt— (202)— 
Interest expense(3,160)(3,562)(6,694)
Total other income (expense)(1,631)(2,270)(887)
Income before taxes23,076 18,784 23,696 
Provision for income taxes4,646 4,538 3,228 
Net income$18,430 $14,246 $20,468 
Net income per share - basic$1.26 $.98 $1.43 
Net income per share - diluted$1.26 $.98 $1.43 
Weighted average shares outstanding used in per common share computations:
Basic14,290 14,038 13,778 
Diluted14,318 14,038 13,778 
 Year ended December 31,
 202320222021
Revenues:
RCM$193,929 $179,870 $131,242 
EHR138,063 139,823 143,109 
Patient engagement7,443 6,955 6,278 
Total revenues339,435 326,648 280,629 
Expenses:
Costs of revenue (exclusive of amortization and depreciation):
RCM110,192 97,024 66,015 
EHR62,048 65,661 66,698 
Patient engagement3,628 3,856 3,068 
Total costs of revenue (exclusive of amortization and depreciation)175,868 166,541 135,781 
Product development37,246 31,898 32,809 
Sales and marketing28,049 27,131 21,978 
General and administrative76,153 54,965 48,481 
Amortization24,522 20,887 14,717 
Depreciation1,946 2,443 2,156 
Goodwill impairment35,913 — — 
Trademark impairment2,342 — — 
Total expenses382,039 303,865 255,922 
Operating income (loss)(42,604)22,783 24,707 
Other income (expense):
Other income745 1,178 1,529 
Gain on contingent consideration— 565 — 
Loss on extinguishment of debt— (125)— 
Interest expense(12,521)(6,320)(3,160)
Total other income (expense)(11,776)(4,702)(1,631)
Income (loss) before taxes(54,380)18,081 23,076 
Provision (benefit) for income taxes(8,591)2,214 4,646 
Net income (loss)$(45,789)$15,867 $18,430 
Net income (loss) per share - basic$(3.15)$1.08 $1.26 
Net income (loss) per share - diluted$(3.15)$1.08 $1.26 
Weighted average shares outstanding used in per common share computations:
Basic14,187 14,356 14,290 
Diluted14,187 14,356 14,318 
The accompanying notes are an integral part of these consolidated financial statements.

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COMPUTER PROGRAMS AND SYSTEMS,TRUBRIDGE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
Common
Shares
Common
Shares
Common
Shares
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury Stock
Total
Stockholders’
Equity
Common
Shares
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Treasury Stock
Total
Stockholders’
Equity
Balance at December 31, 201814,083 $14 $164,793 $(5,024)$— $159,783 
Balance at December 31, 2020
Balance at December 31, 2020
Balance at December 31, 2020
Net incomeNet income— — — 20,468 — 20,468 
Common stock issued upon exercise of stock options— — — 
Issuance of restricted stock
Issuance of restricted stock
Issuance of restricted stock
Forfeiture of restricted stock
Stock-based compensation
Treasury stock purchases
Balance at December 31, 2021
Net income
Exercise of stock option
Issuance of restricted stock
Forfeiture of restricted stock
Stock-based compensation
Treasury stock purchases
Balance at December 31, 2022
Net income (loss)
Issuance of restricted stockIssuance of restricted stock272 — — — — — 
Stock-based compensation— — 9,822 — — 9,822 
Dividends— — — (5,729)— (5,729)
Balance at December 31, 201914,356 $14 $174,618 $9,715 — $184,347 
Net income— — — $14,246 — 14,246 
Issuance of restricted stock
Issuance of restricted stockIssuance of restricted stock156(1)— — — 
Forfeiture of restricted stockForfeiture of restricted stock(1)— — — — — 
Stock-based compensationStock-based compensation— — 7,005 — — 7,005 
Treasury stock purchasesTreasury stock purchases— — — — (1,261)(1,261)
Dividends— — — (4,337)— (4,337)
Balance at December 31, 202014,511 $15 $181,622 $19,624 $(1,261)$200,000 
Net income— — — 18,430 — 18,430 
Issuance of restricted stock229 — — — — — 
Forfeiture of restricted stock(6)— — — — — 
Stock-based compensation— — 5,457 — — 5,457 
Treasury stock purchases— — — — (1,315)(1,315)
Balance at December 31, 202114,734 $15 $187,079 $38,054 $(2,576)$222,572 
Balance at December 31, 2023
The accompanying notes are an integral part of these consolidated financial statements.

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COMPUTER PROGRAMS AND SYSTEMS,TRUBRIDGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Year ended December 31, Year ended December 31,
202120202019 202320222021
Operating ActivitiesOperating Activities
Net income$18,430 $14,246 $20,468 
Adjustments to net income:
Net income (loss)
Net income (loss)
Net income (loss)
Adjustments to net income (loss):
Provision for bad debt
Provision for bad debt
Provision for bad debtProvision for bad debt2,592 4,370 2,348 
Deferred taxesDeferred taxes3,502 2,755 1,011 
Stock based compensationStock based compensation5,457 7,005 9,822 
DepreciationDepreciation2,156 1,790 1,407 
Amortization of acquisition-related intangibles

Amortization of acquisition-related intangibles

13,786 11,421 11,006 
Amortization of software development costs

Amortization of software development costs

931 118 — 
Amortization of deferred finance costs

Amortization of deferred finance costs

293 317 345 
Gain on contingent considerationGain on contingent consideration— — (5,000)
Goodwill impairment
Trademark impairment
Loss on extinguishment of debtLoss on extinguishment of debt— 202 — 
Loss on disposal of property and equipmentLoss on disposal of property and equipment313 — — 
Non-cash operating lease costs
Changes in operating assets and liabilities (net of acquired assets and liabilities):Changes in operating assets and liabilities (net of acquired assets and liabilities):
Accounts receivable
Accounts receivable
Accounts receivableAccounts receivable(3,204)3,667 641 
Financing receivablesFinancing receivables8,098 6,369 3,053 
InventoriesInventories229 342 72 
Prepaid expenses and otherPrepaid expenses and other(3,914)(3,519)(1,474)
Accounts payableAccounts payable(615)(1,088)2,542 
Deferred revenueDeferred revenue2,099 (498)(2,003)
Operating lease liabilities
Other liabilitiesOther liabilities401 2,097 (1,418)
Prepaid income taxes/income taxes payablePrepaid income taxes/income taxes payable(2,810)(452)782 
Net cash provided by operating activitiesNet cash provided by operating activities47,744 49,142 43,602 
Investing ActivitiesInvesting Activities
Purchases of property and equipmentPurchases of property and equipment(920)(3,336)(1,760)
Purchases of property and equipment
Purchases of property and equipment
Purchase of business, net of cash receivedPurchase of business, net of cash received(59,634)— (10,733)
Investment in software developmentInvestment in software development(9,365)(3,328)— 
Net cash used in investing activitiesNet cash used in investing activities(69,919)(6,664)(12,493)
Financing ActivitiesFinancing Activities
Dividends paid— (4,337)(5,729)
Proceeds from long-term debt
Proceeds from long-term debt
Proceeds from long-term debtProceeds from long-term debt— 64 — 
Payments of long-term debt principalPayments of long-term debt principal(3,750)(4,069)(13,609)
Proceeds from revolving line of creditProceeds from revolving line of credit61,000 — 11,000 
Payments of revolving line of creditPayments of revolving line of credit(35,000)(27,561)(20,693)
Payments on capital lease— — (250)
Payments of contingent consideration
Payments of contingent consideration
Payments of contingent considerationPayments of contingent consideration— — (206)
Proceeds from exercise of stock optionsProceeds from exercise of stock options— — 
Treasury stock purchasesTreasury stock purchases(1,315)(1,261)— — 
Net cash provided by (used in) financing activities20,935 (37,164)(29,484)
Increase (decrease) in cash and cash equivalents(1,240)5,314 1,625 
Net cash provided by financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of yearCash and cash equivalents at beginning of year12,671 7,357 5,732 
Cash and cash equivalents at end of yearCash and cash equivalents at end of year$11,431 $12,671 $7,357 
Continued on following page.

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COMPUTER PROGRAMS AND SYSTEMS,

TRUBRIDGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(In thousands)
Year ended December 31, Year ended December 31,
202120202019 202320222021
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Cash paid for interestCash paid for interest$2,817 $3,245 $6,342 
Cash paid for interest
Cash paid for interest
Cash paid for income taxes, net of refundCash paid for income taxes, net of refund$3,503 $2,235 $3,193 
Supplemental disclosure of non-cash flow information:
Write-off of fully depreciated assets$— $1,618 $— 
The accompanying notes are an integral part of these consolidated financial statements.

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COMPUTER PROGRAMS AND SYSTEMS,TRUBRIDGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20212023
1.     NATURE OF OPERATIONS
Founded in 1979, TruBridge, Inc. (“TruBridge” or the “Company”) is a leading provider of healthcare solutions and services for community hospitals, their clinics and other healthcare systems. Previously named Computer Programs and Systems, Inc. ("CPSI" or, the "Company"Company changed its name to TruBridge, Inc. on March 4, 2024 in a Company-wide rebranding and legal entity consolidation. During 2023, TruBridge was the parent of ten companies – Evident, LLC (“Evident”), Healthland Holding Inc. (“HHI”), Healthland Inc., Rycan Technologies, Inc., American HealthTech, Inc. (“AHT”), TruBridge, LLC, iNetXperts, Corp d/b/a Get Real Health (“GRH”), TruCode LLC (“TruCode”), Healthcare Resource Group, Inc. (“HRG”) isand Viewgol, LLC (“Viewgol”). Our combined companies are focused on helping improve the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our customers.
The Company operates its business in three operating segments, which are also our reportable segments: RCM, EHR, and Patient Engagement. These reporting segments contribute towards the combined focus of improving the health of the communities we serve as follows:
The Revenue Cycle Management (“RCM”) reporting segment focuses on providing a complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider along with business management, consulting, managed IT services, analytics and business intelligence.
The electronic health record (“EHR”) segment provides comprehensive acute care solutions and related services for community hospitals and their physician clinics. AHT is one of the nation’s largest providers of post-acute care EHR solutions and services for post-acute care facilities. In January 2024, the Company disposed of its interest in AHT, refer to Note 19 – Subsequent Events for more information.
The Patient Engagement segment offers comprehensive patient engagement and empowerment technology solutions provider which was formedto improve patient outcomes and commenced operations in 1979. The Company provides, on an integrated basis, enterprise-wide clinical management, access management, patient financial management, health information management, strategic decision support, resource planning management and enterprise application integration solutions to healthcare organizations throughout the United States. Additionally, CPSI provides other information technology solutions, including business management services, remote hosting, networking technologies and other related services.engagement strategies with care providers.
2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements of CPSITruBridge include the accounts of TruBridge, LLC ("TruBridge"), Evident, LLC ("Evident"), iNetXperts, Corp. d/b/a Get Real Health ("Get Real Health"), Healthland Holding Inc. ("HHI"),the Company and TruCode, LLC ("TruCode"), 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").subsidiaries. All significant intercompany balances and transactions have been eliminated.
The Company has no items of other comprehensive income (loss) in any period presented. Therefore, as presented in the Company's statements of operations, net income (loss) equals comprehensive income (loss).
Cash and Cash Equivalents
Cash and cash equivalents can include time deposits and certificates of deposit with original maturities of three months or less that are highly liquid and readily convertible to a known amount of cash. These assets are stated at cost, which approximates market value, due to their short duration or liquid nature.
Change in Useful Lives of Intangible Assets
In accordance with its policy, the Company reviews the estimated useful lives of its intangible assets on an ongoing basis. This review indicated that the actual lives of certain developed technology were shorter than the estimated useful lives used for amortization purposes in the Company's financial statements. As a result, effective January 1, 2021, the Company changed its estimates of the useful lives of certain developed technology to better reflect the estimated periods during which these assets will remain in service. The remaining useful life of certain developed technology that was 3.25 years at January 1, 2021 was reduced to 2 years, while the remaining useful life of certain developed technology that was 4.25 years was reduced to 3 years. The effect of this change was to increase 2021 amortization expense by approximately $1.0 million and decrease 2021 net income and basic and diluted earnings per share by $0.8 million and $0.06, respectively.
Presentation
Effective
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Commencing with the fourth quarter of 2022, the Company realigned its reporting structure due to certain organizational changes. As a result, the Company changed its three reportable segments from (i) TruBridge, (ii) Acute Care EHR, and (iii) Post-acute care EHR to (i) RCM, (ii) EHR, and (iii) Patient Engagement. All prior segment information has been recast to reflect the Company's new segment structure and current period presentation. Refer to Note 18 - Segment Reporting for more information.
Additional changes to the presentation of amounts within our condensed consolidated statements of income are as follows:
During the first quarter of 2023, we identified certain costs related to the implementation of our cloud strategy and our security operations center that were recorded within the caption "Costs of revenue (exclusive of amortization and depreciation) - EHR" on our condensed consolidated statements of operations, that we determined do not solely contribute to the production of EHR products and services, but support the overall business. Consequently, effective January 1, 2021,2023, certain costs associated withrelated to the implementation of our internal legal, compliance, and contract administration activities,cloud strategy, which were formerly included within the caption “Sales"Costs of revenue (exclusive of amortization and marketing” on our consolidated statements of operations,depreciation) - EHR," have been recorded as a componentcomponents of “General"Product development" expenses. In addition, certain costs related to the Company's security operations center, which were formerly included within the caption "Costs of revenue (exclusive of amortization and administrative”depreciation) - EHR," have been recorded as components of "General and administrative" expenses. Additionally, immaterial travel costs were reclassified from within the caption "Costs of revenue (exclusive of amortization and depreciation) - RCM" to "Product development" expenses. Amounts presented for the years ended December 31, 20202022 and 2019,2021 have been reclassified to conform to the current presentation. The following table provides
In addition, during the amount reclassifiedfirst quarter of 2023, we refined our operating expense allocation methodology to more accurately distribute the appropriate share of costs among operating segments. Amounts presented for the yearyears ended December 31, 2020:2022 and 2021 have been reclassified and are reflective of the current operating expense methodology in order to conform to the current presentation.

During the third quarter of 2023, we changed the presentation of certain costs previously recorded within the expense captions of "Product development" and "General and administrative" to better comply with the disclosure requirements of Staff Accounting Bulletin Topic 11.B., Miscellaneous Disclosure: Depreciation and Depletion Excluded from Cost of Sales. These changes are summarized as follows:
(in thousands)As previously reportedRe-classificationsAs reclassified
Operating expenses
Sales and marketing$24,185 $(1,350)$22,835 
General and administrative$46,129 $1,350 $47,479 
Amortization expense associated with capitalized software development costs, previously recorded within the expense caption of "Product development," has been combined with amounts previously recorded within the expense caption "Amortization of acquisition-related intangibles" and reflected in a newly-presented expense caption of "Amortization."
Depreciation expense previously recorded within the expense caption of "General and administrative" has been reclassified within the newly-presented expense caption of "Depreciation."
The expense caption previously labelled as "Costs of sales" has been renamed "Costs of revenue (exclusive of amortization and depreciation)," with the previously reported reference to "Gross profit" removed from the current presentation.
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The following table provides the amountamounts reclassified and the impact of applying the current operating expense allocation methodology for the yearyears ended December 31, 2019:2022 and 2021.
December 31, 2022December 31, 2022
(in thousands)(in thousands)As previously reportedRe-classificationsAs reclassified(in thousands)As previously reportedRe-classificationsAs reclassifiedImpact of operating expense allocationsAs currently reported
Operating expenses
Sales and marketing$27,774 $(1,279)$26,495 
Costs of revenue (exclusive of amortization and depreciation)
RCM
RCM
RCM
EHR
Other expenses
Product development
Product development
Product development
General and administrativeGeneral and administrative$43,921 $1,279 $45,200 
Amortization of acquisition-related intangibles
Amortization
Depreciation
December 31, 2021
(in thousands)As previously reportedRe-classificationsAs reclassifiedImpact of operating expense allocationsAs currently reported
Costs of revenue (exclusive of amortization and depreciation)
RCM$66,015 $— $66,015 $— $66,015 
EHR70,664 (1,049)69,615 (2,917)66,698 
Other expenses
Product development30,389 (497)29,892 2,917 32,809 
General and administrative50,022 (1,541)48,481 — 48,481 
Amortization of acquisition-related intangibles13,786 (13,786)— — — 
Amortization— 14,717 14,717 — 14,717 
Depreciation— 2,156 2,156 — 2,156 
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company establishes a general allowance for credit losses based on collections history. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific allowance for credit losses may be recorded to reduce the related receivable to the amount expected to be recovered.
Financing Receivables
Financing receivables are comprised of short-term payment plans and sales-type leases. Short-term payment plans are stated at the amount the Company expects to collect and do not bear interest. Sales-type leases are initially recorded at the present value of the related minimum lease payments.
An allowance for credit losses has been established for our financing receivables based on the historical level of customer defaults under such arrangements. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific reserve may be recorded to reduce the related receivable to the amount expected to be recovered. Customer payments are considered past due if a scheduled payment is not received
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within contractually agreed upon terms, with amounts reclassified to accounts receivable when they become due. As a result, we evaluate the credit quality of our financing receivables on an ongoing basis utilizing an aging of receivables and write-offs, customer collection experience, the customer’s financial condition and known risk characteristics impacting the respective customer base, as well as existing economic conditions, to determine if any further allowance is necessary. Amounts are specifically charged off once all available means of collection have been exhausted.
Inventories
Inventories are stated at lower of cost or net realizable value using the average cost method. The Company’s inventories are comprised of computer equipment, forms and supplies.
Property and Equipment
Property and equipment is recorded at cost, less accumulated depreciation. Additions and improvements to property and equipment that materially increase productive capacity or extend the life of an asset are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. Upon retirement or other disposition of such assets, the related costs and accumulated depreciation are removed from the respective accounts and any resulting gain or loss is included in the results of operations.
Depreciation expense is computed using the straight-line method over the asset’s useful life, which is generally 5 years for computer equipment, furniture, and fixtures and 30 years for buildings. Leasehold improvements are depreciated over the shorter of the asset’s useful life or the remaining lease term. The Company reviews for the possible impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation expense is reported in the consolidated statements of operations as a component of costs of sales and operating expenses.
Business Combinations
We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; restructuring costs associated with a business combination are expenses;expensed as incurred; contingent consideration is measured at fair value at the acquisition date, with changes in fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net
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assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management's estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses' operations are included in the Consolidated Statements of Operations of the combined entity beginning on the date of the acquisition. We have applied this acquisition method to the transactions described in Note 3 - Business Combination.Combinations.
Goodwill
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We test annually for impairment as of October 1.
As part of our annual goodwill impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a quantitative goodwill impairment assessment, which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the total amount of goodwill allocated to that reporting unit. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered to be impaired.
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Our reporting units assessed for impairment of goodwill include: RCM (formerly the “TruBridge” reporting unit), Acute Care EHR, Post-acute care EHR (comprised solely of AHT, which was disposed in January 2024), and Patient Engagement (formerly a component of our former “TruBridge” reporting unit). We did not identify any events or circumstances that would require interim goodwill impairment testing prior to October 1, 2023. Based on our assessment as of October 1, 2023, we determined that there was no impairment of goodwill for our RCM reporting unit. However, quantitative evaluations of the fair values of each of our remaining three reporting units, using a combination of the income and market valuation approaches, resulted in impairment conclusions as follows:
Our Acute Care EHR reporting unit was assessed goodwill impairment charges of $6.4 million due to deteriorating market conditions, the related impact to the cost of capital, and lowered expectations regarding long-term margin potential.
Our Post-acute care EHR reporting unit was assessed goodwill impairment charges of $2.2 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding the long-term persistence of elevated customer attrition levels.
Our Patient Engagement reporting unit was assessed goodwill impairment charges of $7.6 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding long-term growth prospects as sales pipelines have been stubborn to develop to the robust levels previously anticipated.

During the fourth quarter of 2023, the decision to accept an offer for the sale of AHT that was well below the related reporting unit’s carrying value was considered a triggering event requiring reassessment of the reporting unit’s goodwill, resulting in an additional goodwill impairment charge of $19.7 million. Lastly, management considered the continued decrease in the Company’s market capitalization since our most recent quantitative analysis dated October 1, 2023 to be a triggering event warranting a further quantitative goodwill impairment analysis as of December 31, 2023. As a result of this updated quantitative goodwill impairment analysis as of December 31, 2023, management concluded that there was no further impairment to goodwill.
We determined there was no impairment to goodwill for the years endedas of December 31, 2021, 2020 and 2019.2022 or 2021.
Purchased Intangible Assets
Purchased intangible assets are acquired in connection with a business acquisition, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time.
We assess the recoverability of intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount is not recoverable if it exceeds the undiscounted sum of cash flows expected to result from the use and eventual disposition of the asset. If the asset is not recoverable, the impairment loss is measured by the excess of the asset's carrying amount over its fair value. During the fourth quarter of 2023, the Company committed to the Company-wide rebranding and legal entity consolidation initiative that culminated in the change of the Company’s corporate name to “TruBridge, Inc.” on March 4, 2024. As a result of this initiative, it was expected that certain of the Company’s brand names and related trademarks would cease to be used, resulting in total trademark impairment recorded during the year ended December 31, 2023 of $2.3 million. Of the total trademark impairment charge, $1.0 million is derived from our RCM segment, $1.2 million is derived from our EHR segment, and $0.1 million is derived from our Patient Engagement segment.
We determined there was no impairment to purchased intangible assets as of December 31, 2021, 20202022 or 2019.2021.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to clients in an amount that reflects the consideration we expect to receive in exchange for those products and services. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The Company employs the 5-step revenue recognition model under ASCAccounting Standards Codification 606, Revenue from Contracts with Customers, to: (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
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Revenue is recognized net of shipping charges and any taxes collected from clients, which are subsequently remitted to governmental authorities.
System SalesRevenue Cycle Management
Our RCM business unit provides an array of business processing services ("BPS") consisting of accounts receivable management, private pay services, insurance services, medical coding, electronic billing, statement processing, payroll processing, and Supportcontract management. Fees are recognized over the period of the client contractual relationship as the services are performed based on the stand-alone selling price ("SSP"), net of discounts. SSP for BPS services is determined based on observable stand-alone selling prices. Fees for many of these services are invoiced, and revenue recognized accordingly, based on the volume of transactions or a percentage of client accounts receivable collections. Payment is due monthly for BPS with certain amounts varying based on utilization and/or volumes.
Our RCM business unit also provides professional IT services. Revenue from professional IT services is recognized as the services are performed based on SSP, which is determined by observable stand-alone selling prices. Payment is due monthly as services are performed.
Lastly, our RCM business unit also provides certain software solutions and related support under Software as a Service ("SaaS") arrangements and time-based software licenses. Revenue from SaaS arrangements is recognized in a manner consistent with SaaS arrangements for EHR software, as discussed below. Revenue from time-based software licenses is recognized upon delivery to the client (“point in time”) and revenue from non-license components (i.e., support) is recognized ratably over the respective contract term (“over time”). SSP for time-based licenses is determined using the residual approach, while the non-license component is based on cost plus reasonable margin.
Electronic Health Records
The Company enters into contractual obligations to sell perpetual software licenses, installation, conversion, and related training services, software application support, hardware, and hardware maintenance services to acute care community hospitals and post-acute providers.
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Non-recurring Revenues
Perpetual software licenses and installation, conversion, and related training services are not considered separate and distinct performance obligations due to the proprietary nature of our software and are, therefore, accounted for as a single performance obligation on a module-by-module basis. Revenue is recognized as each module's implementation is completed based on the module's stand-alone selling price ("SSP"),SSP, net of discounts. We determine each module's SSP using the residual method. Fees for licenses and installation, conversion, and related training services are typically due in three installments: (1) at placement of order, (2) upon installation of software and commencement of training, and (3) upon satisfactory completion of monthly accounting cycle or end-of-month operation by application and as applicable for each application. Often, short-term and/or long-term financing arrangements are provided for software implementations; refer to Note 11 - Financing Receivables for further information. Electronic health records ("EHR")EHR implementations include a system warranty that terminates thirty days from the software go-live date, the date which the client begins using the system in a live environment.
Hardware revenue is recognized separately from software licenses at the point in time it is delivered to the client. The SSP of hardware is cost plus a reasonable margin and revenue is recognized on a gross basis. Payment is generally due upon delivery of the hardware to the client. Standard manufacturer warranties apply to hardware.
Recurring Revenues
Software application support and hardware maintenance services sold with software licenses and hardware are separate and distinct performance obligations. Revenue for support and maintenance services is recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally three to five years. Payment is due monthly for support and maintenance services provided.
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Subscriptions to third-party content revenue is recognized as a separate performance obligation ratably over the subscription term based on SSP, which is cost plus a reasonable margin, and revenue is recognized on a gross basis. Payment is due monthly for subscriptions to third party content.
Software as a Service ("SaaS")SaaS arrangements for EHR software and related conversion and training services are considered a single performance obligation. Revenue is recognized on a monthly basis as the SaaS service is provided to the client over the contract term. Payment is due monthly for SaaS services provided.
Refer to Note 18 - Segment Reportingof the consolidated financial statements for further information, including revenue by client base (acute care or post-acute care) bifurcated by recurring and non-recurring revenue.
TruBridgePatient Engagement
TruBridge provides an arrayThe Company enters into contractual obligations to sell perpetual and term-based software licenses, implementation and customization professional services, and software application support services to a variety of business processinghealthcare organizations including hospital systems, health ministries, and government and non-profit organizations.
Non-recurring Revenues
Perpetual software licenses are sold only to one re-seller client and are considered a separate and distinct performance obligation. Revenue is recognized at the point in time perpetual licenses are delivered to the client, which occurs at the time of sale. The SSP of perpetual licenses is directly observable. Payment is generally due upon delivery of licenses.
Implementation and customization services ("BPS") consisting of accounts receivable     management, private pay services, insurance services, medical coding, electronic billing, statement processing, payroll processing,are considered a separate and contract management. Fees aredistinct performance obligation. Revenue is recognized over the period of the client contractual relationship as the services are performed based on the SSP, net of discounts. SSP for TruBridge BPS services is determined based on observable stand-alone selling prices. Fees for many of these services are invoiced, and revenue recognized accordingly, based on the volume of transactions or a percentage of client accounts receivable collections. Payment is due monthly for BPS with certain amounts varying based on utilization and/or volumes.
TruBridge also provides professional IT services. Revenue from professional IT services is recognized as the services are performedtime based on SSP, which is determined by observable stand-alone selling prices.generally directly observable. Payment for professional services is typically due monthly as servicesin two installments: (1) upon signature of the agreement and (2) upon customer acceptance of the delivered services.
Recurring Revenues
Term-based software licenses are performed.
Lastly, TruBridge also provides certain software solutionsconsidered a separate and related support under SaaS arrangements and time-based software licenses.distinct performance obligation. Revenue from SaaS arrangements is recognized based on SSP, which is directly observable, at the point in a manner consistent with SaaS arrangements for EHR software, as discussed above. Revenue from time-based softwaretime the term-based licenses is recognized upon deliveryare delivered to the client (“point in time”)or upon annual renewal. Payment is generally due upon delivery of licenses or upon annual renewal.
Software application support services sold with software licenses are separate and revenue from non-license components (i.e., support)distinct performance obligations. The related revenues are recognized based on SSP, which is
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recognized the renewal price, ratably over the respectivelife of the contract, term (“over time”). SSPwhich is generally three to five years. Payment is generally due for time-based licenses is determined using the residual approach, whilefull amount of annual support fees at the non-license component is based on cost plus reasonable margin.beginning of an annual license term.
Refer to Note 18 of the consolidated financial statements for further information.
Deferred Revenue
Deferred revenue represents amounts invoiced to clients for which the services under contract have not been completed and revenue has not been recognized, including annual renewals of certain software subscriptions and customer deposits for implementations to be performed at a later date. Revenue is recognized ratably over the life of the software subscriptions as services are provided and at the point-in-time when implementations have been completed.
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The following table details deferred revenue for the years ended December 31, 20212023 and 2020,2022, included in the consolidated balance sheets:
For years ended December 31,
For years ended December 31,For years ended December 31,
(In thousands)(In thousands)20212020(In thousands)20232022
Beginning balanceBeginning balance$8,130 $8,628 
Deferred revenue recordedDeferred revenue recorded23,393 18,507 
Deferred revenue acquired1,300 — 
Less deferred revenue recognized as revenue
Less deferred revenue recognized as revenue
Less deferred revenue recognized as revenueLess deferred revenue recognized as revenue(21,294)(19,005)
Ending balanceEnding balance$11,529 $8,130 
The deferred revenue recorded for the years ended December 31, 20212023 and 20202022 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 acquired resulted from the May 2021 acquisition of TruCode. The deferred revenue recognized as revenue during the years ended December 31, 20212023 and 20202022 is comprised primarily of the periodic recognition of annual renewals that were deferred until earned and deposits for future EHR installations that were deferred until earned.
Costs to Obtain and Fulfill a Contract with a Customer
Costs to obtain a contract include the commission costs related to SaaS and RCM arrangements, which are capitalized and amortized ratably over the expected life of the customer. As a practical expedient, we generally recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would have been one year or less, with the exception of commissions generated from TruBridge sales. TruBridge commissions, which are paid up to twelve months in advance, are capitalized and amortized over the prepayment period.less. Costs to obtain a contract are expensed within sales and marketing expenses in the accompanying consolidated statements of operations.
Contract fulfillment costs related to the implementation of SaaS arrangements are capitalized and amortized ratably over the expected life of the customer. Costs to fulfill contracts consist of the payroll costs for the implementation of SaaS arrangements, including time for training, conversion, and installation that is necessary for the software to be utilized. Contract fulfillment costs are expensed within the caption "System sales and support"Electronic health record - Cost of sales" in the accompanying consolidated statements of operations.
Costs to obtain and fulfill contracts related to SaaS and RCM arrangements are included within the "Prepaid expenses and other" and "Other assets, net of current portion" line items on our consolidated balance sheets.
The following table details costs to obtain and fulfill contracts with customers for the years ended December 31, 20212023 and 2020,2022, included in the consolidated balance sheets:
For years ended December 31,
(In thousands)20212020
Beginning balance$5,992 $4,439 
Costs to obtain and fulfill contracts capitalized7,256 6,974 
Less costs to obtain and fulfill contracts recognized as expense(5,936)(5,421)
Ending balance$7,312 $5,992 
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For years ended December 31,
(In thousands)20232022
Beginning balance$11,577 $7,312 
Costs to obtain and fulfill contracts capitalized7,390 11,361 
Less costs to obtain and fulfill contracts recognized as expense(5,852)(7,096)
Ending balance$13,115 $11,577 
Significant Judgments
Our contracts with clients often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.
Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently narrow range. For performance obligations that are sold to different clients for a broad range of amounts, or for performance obligations that are never sold on a stand-alone basis, the residual method in determining SSP is applied and requires significant judgment.
Allocating the transaction price, including estimating SSP of promised goods and services for contracts with discounts or variable consideration, may require significant judgment. Due to the short time frame of the implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the same reporting period. In scenarios where the Company enters into a contract that includes both a software
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license and BPS or other services that are charged based on volume of services rendered, the Company allocates variable amounts entirely to a distinct good or service. The terms of the variable payment relate specifically to the entity’s efforts to satisfy that performance obligation.
Significant judgment is required in determining the expected life of a customer relationship, which is the amortization period for costs to obtain and fulfill a contract that have been capitalized. The Company determined that the expected life of the customer relationship is not materially different from the initial contract term based on the characteristics of the SaaS offering.
Remaining Performance Obligations
Disclosures regarding remaining performance obligations are not considered material as the overwhelming majority of the Company's remaining performance obligations either (a) are related to contracts with an expected duration of one year or less, or (b) exhibit revenue recognition in the amount to which the Company has the right to invoice.
Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material.
Stock-Based Compensation
The Company accounts for stock-based compensation according to the provisions of ASC 718, Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period.
Software Development Costs
Our software solutions are offered to our clients through bothSaaS delivery models, traditional perpetual licenses, as well as SaaS delivery models.and term licenses. Development costs associated with the certain solutions offered exclusively through a SaaS model are accounted for in accordance with ASC 350-40, Internal Use Software. All other client solution development costs are accounted for in accordance with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed.

Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. We capitalize direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over five years. We test for impairment whenever events or changes in circumstances that could impact recoverability occur.

Under ASC 985-20, software development costs incurred in creating computer software solutions are expensed until technological feasibility has been established upon completion of a detailed program design or, in the absence of a detailed program design, upon completion of a product design and working model of the software product. Thereafter, all software development costs incurred through the software’s general release date are capitalized and subsequently recorded at the lower of amortized cost or net realizable value. Capitalized costs are amortized based on the current and expected future revenue for each software solution with minimum annual amortization equal to the straight-line amortization over the estimated economic life of the solution, which is estimated to be five years.

Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. We capitalize direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over five years. We test for impairment whenever events or changes in circumstances that could impact recoverability occur.

See Note 5 - Software Developmentto the consolidated financial statements for further information relating to our software development costs.
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Income Taxes
We account for income taxes in accordance with ASC 740, Accounting for Income Taxes. Under this topic, deferred income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize interest and penalties accrued related to unrecognized tax benefits in the consolidated statements of operations as a component of the provision for income taxes.
We also make a provision for uncertain income tax positions in accordance with the ASC 740, Accounting for Income Taxes. These provisions require that a tax position taken in a tax return be recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by
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tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. The topic also requires that changes in judgment that result in subsequent recognition, derecognition, or change in a measurement date of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the interim period in which the change occurs.
Valuation allowances are recorded when, in the opinion of management, it is more likely than not that all or a portion of the deferred tax assets will not be realized. These valuation allowances can be impacted by changes in tax laws, changes to statutory tax rates, and future taxable income, and are based on our judgment, estimates, and assumptions.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Segment Reporting
Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the CODM,"CODM", or decision-making group in assessing performance and making decisions regarding resource allocation. The Company has prepared operating segment information based on the manner in which management disaggregates the Company's operations for making internal operating decisions. For more information, see Note 18 - Segment Reporting.
New Accounting Standards Adopted in 20212023
There were no new accounting standards required to be adopted in 20212023 that would have a material impact on our consolidated financial statements.
New Accounting Standards Yet to be Adopted

We do not believe that any recently issued but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements.
3.     BUSINESS COMBINATIONCOMBINATIONS
Acquisition of TruCodeViewgol, LLC
On May 12, 2021,October 16, 2023, we acquired all of the assets and liabilities of TruCodeViewgol, LLC (“Viewgol”), a VirginiaDelaware limited liability company, ("TruCode"), pursuant to a StockSecurities Purchase Agreement dated May 12, 2021.October 16, 2023. Based in Alpharetta, Georgia, TruCode provides configurable, knowledge-based software that gives coders, clinical documentation improvement specialistsFrisco, Texas, Viewgol is a provider of ambulatory RCM analytics and auditorscomplementary outsourcing services with an extensive offshore presence we intend to leverage and grow to accommodate the flexibility to code according to their knowledge, preferences and experience. The cloud-based medical coding solution is bundled with the TruBridge solutions andgrowing demand for RCM services to enhance revenue cycle performance for healthcare organizations of all sizes.

by our pre-existing acute care customers.
Consideration for the acquisition included cash (net of cash of the acquired entity) of $59.6$36.7 million (inclusive of seller's transaction expenses), plus a. Also included in the acquisition consideration were contingent earnout paymentpayments of (i) up to $15.0$21.5 million tied to TruCode'sbased on the Viewgol business achieving earnings before interest, tax,taxes, depreciation, and amortization ("EBITDA"(“EBITDA”) (subjectof $6.0 million or more during fiscal year 2024 (the “EBITDA Earnout Amount”), and (ii) up to certain pro-forma adjustments) for the twelve- month period concluding$10.0 million based on the anniversary datenumber of productive agents the Viewgol business hires in India in fiscal year 2024 (the “Offshore Earnout Amount”); provided, however, that none of the acquisition.Offshore Earnout Amounts may be earned if the EBITDA Earnout Amount’s minimum EBITDA threshold of $6.0 million is not achieved during fiscal 2024. During 2021,2023, we incurred approximately $0.9$4.7 million of pre-tax
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acquisition costs in connection with the acquisition of TruCode. Acquisition costs are included in general and administrative expenses in our consolidated statements of operations.

Our acquisition of TruCodeViewgol was treated as a purchase in accordance with ASC 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Our allocation of the purchase price was based on management's judgment after evaluating several factors, including a preliminary valuation assessment. Final settlement is pending related to acquired working capital and certain amounts due to third parties which remain in ongoing negotiations.
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The allocation of the purchase price paid for TruCodeViewgol was as follows:
(In thousands)Purchase Price Allocation
Acquired cash$4,2491,449 
Accounts receivable9242,233 
Prepaid expenses2132 
Property and equipment
1,112 
Intangible assets37,30017,720 
Goodwill27,49717,263 
Accounts payable and accrued liabilities(2,289)(711)
Contingent consideration(2,500)(1,044)
Deferred revenue(1,300)
Net assets acquired$63,88338,154 
The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations.
The fair value measurements of tangible and intangible assets and liabilities (including those related to contingent consideration) were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables.

Our consolidated statement of operations for the year ended December 31, 2023 includes revenues and earnings of approximately $3.8 million and $0.3 million, respectively, attributed to the acquired business since the October 16, 2023 acquisition date.

The following unaudited pro forma revenue, net income and earnings per share amounts for the years ended December 31, 2023 and 2022 give effect to the Viewgol acquisition as if it had been completed on January 1, 2022. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the Viewgol acquisition been completed on January 1, 2022. In addition, the unaudited pro forma financial information does not purport to project future operating results. The pro forma information does not fully reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Viewgol acquisition.

Year Ended December 31,
(In thousands, except per share data, unaudited)20232022
Pro forma revenues$351,731 $338,009 
Pro forma net income$(47,735)$15,536 
Pro forma diluted earnings per share$(3.36)$1.10 

Pro forma net income was calculated by adjusting the results for the applicable period to reflect (i) the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2022 and (ii) the pro forma adjustment to interest expense as a result of utilizing revolver debt to finance the acquisition.
Acquisition of Healthcare Resource Group
On March 1, 2022, we acquired all of the assets and liabilities of Healthcare Resource Group, Inc., a Washington corporation ("HRG"), pursuant to a Stock Purchase Agreement dated March 1, 2022. Based in Spokane, Washington, HRG is a leading provider of customized RCM solutions and consulting services that enable hospitals and clinics to improve efficiency, profitability, and patient satisfaction.

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Consideration for the acquisition included cash (net of cash of the acquired entity) of $43.6 million (inclusive of seller's transaction expenses). During 2022, we incurred approximately $1.2 million of pre-tax acquisition costs in connection with the acquisition of HRG. Acquisition costs are included in general and administrative expenses in our consolidated statements of operations.

Our acquisition of HRG was treated as a purchase in accordance with ASC 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Our allocation of the purchase price was based on management's judgment after evaluating several factors, including a valuation assessment.

The allocation of the purchase price paid for HRG was as follows:
(In thousands)Purchase Price Allocation
Acquired cash$3,989 
Accounts receivable5,655 
Prepaid expenses398 
Property and equipment467 
Other assets73 
Intangible assets24,200 
Operating lease assets1,315 
Goodwill20,750 
Accounts payable and accrued liabilities(2,403)
Deferred taxes, net(5,565)
Operating lease liability(1,315)
Net assets acquired$47,564 

The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations.

The fair value measurements of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables.

Acquisition of TruCode
Our consolidated statement of operations for the year ended December 31, 2021 includes revenues of approximately $7.1 million, and pre-tax income of approximately $3.2 million, attributed to the acquired business since theOn May 12, 2021, acquisition date.

The following unaudited pro forma revenue, net income and earnings per share amounts for the years ended December 31, 2021 and 2020 give effect to the TruCode acquisition as if it had been completed on January 1, 2020. 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 TruCode 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 TruCode acquisition.

Year Ended December 31,
(In thousands, except per share data, unaudited)20212020
Pro forma revenues$286,651 $275,641 
Pro forma net income$20,635 $14,651 
Pro forma diluted earnings per share$1.41 $1.01 

Pro forma net income was calculated by adjusting the results for the applicable period to reflect (i) the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on
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January 1, 2020 and (ii) adjustments to amortized revenue during fiscal 2021 and 2020 as a result of the acquisition date valuation of assumed deferred revenue. The pro forma results for each period also reflect the pro forma adjustment to interest expense as a result of utilizing revolver debt to finance the acquisition.
Acquisition of Get Real Health
On May 3, 2019, we acquired all of the assets and liabilities of iNetXperts, Corp.,TruCode LLC, a Maryland corporation doing business as Get Real Health (“Get Real Health”Virginia limited liability company ("TruCode"), pursuant to a Stock Purchase Agreement dated April 23, 2019, as amended on May 2, 2019.12, 2021. Based in Rockville, Maryland, Get Real Health delivers technologyAlpharetta, Georgia, TruCode provides configurable, knowledge-based software that gives coders, clinical documentation improvement specialists and auditors the flexibility to code according to their knowledge, preferences and experience. The cloud-based medical coding solution is bundled with our RCM solutions and services to improve patient outcomes and engagement strategies with care providers.enhance revenue cycle performance for healthcare organizations of all sizes.

Consideration for the acquisition included cash (net of cash of the acquired entity) of $10.8$59.9 million (inclusive of seller's transaction expenses), plus a contingent earnout payment of up to $14.0$15.0 million tied to Get Real Health's earnings before interest, tax, depreciation, and amortization ("EBITDA")TruCode's EBITDA (subject to certain pro-forma adjustments) for 2019. Asthe twelve- month period concluding on the anniversary date of December 31, 2019, the $5.0 millionacquisition. During 2022, the related contingent consideration estimatedearnout payment was finalized and paid to the former shareholders of TruCode in determining the acquisition purchase price was fully reversed as Get Real Health's earnings did not achieve the required level for earnout payment.amount of $1.9 million. During 2019,2021, we incurred approximately $0.6$0.9 million of pre-tax acquisition costs in connection with the acquisition of Get Real Health.TruCode. Acquisition costs are included in general and administrative expenses in our consolidated statements of operations.

Our acquisition of Get Real HealthTruCode 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
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allocation of the purchase price was based on management's judgment after evaluating several factors, including a valuation assessment.

The allocation of the purchase price paid for Get Real HealthTruCode was as follows:
(In thousands)Purchase Price Allocation
Acquired cash$1594,249 
Accounts receivable364924 
Prepaid expenses1072 
Property and equipment365 
Operating lease asset1,285 
Intangible assets7,89037,300 
Goodwill9,76727,287 
Accounts payable and accrued liabilities(594)(1,840)
Deferred taxes, net(1,736)
Operating lease liability(1,285)
Contingent consideration(5,000)(2,500)
Deferred revenue(430)(1,300)
Net assets acquired$10,89264,122 

The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations.

The fair value measurements of tangible and intangible assets and liabilities (including those related to contingent consideration) were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables.


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4.     PROPERTY AND EQUIPMENT
Property and equipment were comprised of the following at December 31, 20212023 and 2020:2022:
(In thousands)(In thousands)20212020(In thousands)20232022
LandLand$2,848 $2,848 
Buildings and improvementsBuildings and improvements8,269 8,242 
Computer equipmentComputer equipment7,868 7,144 
Computer equipment
Computer equipment
Leasehold improvementsLeasehold improvements783 1,283 
Office furniture and fixturesOffice furniture and fixtures682 829 
AutomobilesAutomobiles18 18 
20,468 20,364 
22,668
22,668
22,668
Less: accumulated depreciationLess: accumulated depreciation(8,878)(7,225)
Property and equipment, netProperty and equipment, net$11,590 $13,139 
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5.     SOFTWARE DEVELOPMENT
Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software. and ASC 985-20, Costs of Software to be Sold, Leased, or Marketed. We capitalize incurred labor costs for software development from the time the preliminary project phase is completed until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We estimate the useful life of our capitalized software and amortize its value on a straight-line basis over that estimated life, which is estimated to be five years. If the actual useful life of the asset is determined to be shorter than our estimated useful life, we will amortize the remaining book value over the remaining useful life, or the asset may be deemed to be impaired and, accordingly, a write-down of the value of the asset may be recorded as a charge to earnings. Amortization begins when the related features are placed in service.
During the second quarter of 2021, our ongoing monitoring activities associated with the capitalization of softwareSoftware 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. 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 $8.8 million during the year ended December 31, 2021. We estimate that the effect of this change was to increase capitalized amounts by approximately $4.6 million for the year ended December 31, 2021, with a corresponding decrease to product development costs.
Software development, net was comprised of the following at December 31, 20212023 and 2020:2022:
(In thousands)(In thousands)20212020(In thousands)20232022
Software development costsSoftware development costs$12,693 $3,328 
Less: accumulated amortizationLess: accumulated amortization(1,049)(118)
Software development costs, netSoftware development costs, net$11,644 $3,210 

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6.    OTHER ACCRUED LIABILITIES
Other accrued liabilities were comprised of the following at December 31, 20212023 and 2020:2022:
(In thousands)(In thousands)20212020(In thousands)20232022
Salaries and benefitsSalaries and benefits$8,482 $7,876 
SeveranceSeverance236 25 
CommissionsCommissions1,158 1,040 
Self-insurance reservesSelf-insurance reserves1,409 1,776 
Contingent considerationContingent consideration2,500 — 
OtherOther1,786 551 
Operating lease liabilities, current portionOperating lease liabilities, current portion1,592 1,518 
Other accrued liabilitiesOther accrued liabilities$17,163 $12,786 
7.     NET INCOME PER SHARE
The Company presents basic and diluted earnings per share ("EPS") data for its common stock. Basic EPS is calculated by dividing the net income (loss) attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all dilutive potential common shares, including awards under stock-based compensation arrangements.
The Company's unvested restricted stock awards (see Note 9) are considered participating securities under ASC 260, Earnings Per Share, because they entitle holders to non-forfeitable rights to dividends until the awards vest or are forfeited. When a company has a security that qualifies as a "participating security," the Codification requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to common stockholders, income is allocated to both common stock and participating securities based on their respective weighted average shares outstanding for the period, with net income attributable to common stockholders ultimately equaling net income less net income attributable to participating securities. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method.
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The following is a calculation of the basic and diluted EPS for the Company's common stock, including a reconciliation between net income and net income attributable to common stockholders for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:
(In thousands, except for per share data)(In thousands, except for per share data)202120202019(In thousands, except for per share data)202320222021
Basic EPSBasic EPS
NumeratorNumerator
Net income$18,430 $14,246 $20,468 
Less: Net income attributable to participating securities(409)(429)(764)
Net income attributable to common stockholders$18,021 $13,817 $19,704 
Numerator
Numerator
Net income (loss)
Net income (loss)
Net income (loss)
Less: Net income (loss) attributable to participating securities
Net income (loss) attributable to common stockholders
DenominatorDenominator
Weighted average shares outstanding used in basic per common share computations
Weighted average shares outstanding used in basic per common share computations
Weighted average shares outstanding used in basic per common share computationsWeighted average shares outstanding used in basic per common share computations14,290 14,038 13,778 
Basic EPSBasic EPS$1.26 $0.98 $1.43 
Diluted EPSDiluted EPS
Diluted EPS
Diluted EPS
Numerator
Numerator
NumeratorNumerator
Net income attributable to common stockholders for diluted EPS$18,021 $13,817 $19,704 
Net income (loss) attributable to common stockholders for diluted EPS
Net income (loss) attributable to common stockholders for diluted EPS
Net income (loss) attributable to common stockholders for diluted EPS
DenominatorDenominator
Weighted average shares outstanding used in basic per common share computations
Weighted average shares outstanding used in basic per common share computations
Weighted average shares outstanding used in basic per common share computationsWeighted average shares outstanding used in basic per common share computations14,290 14,038 13,778 
Weighted average effect of dilutive securities:Weighted average effect of dilutive securities:
Performance share awardsPerformance share awards28 — — 
Performance share awards
Performance share awards
Weighted average shares outstanding used in diluted per common share computationsWeighted average shares outstanding used in diluted per common share computations14,318 14,038 13,778 
Diluted EPSDiluted EPS$1.26 $0.98 $1.43 

8.     INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes. These provisions require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company did not have any material unrecognized tax positions as of December 31, 20212023 and 2020.2022.
The federal returns for tax years 20182020 through 20202022 remain open to examination, and the tax years 20172019 through 20202022 remain open to examination by certain other taxing jurisdictions to which the Company is subject. Additional years may be open to the extent attributes are being carried forward to an open year.
Deferred income taxes arise from the temporary differences in the recognition of income and expenses for tax purposes. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized.
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Deferred tax assets and liabilities were comprised of the following at December 31, 20212023 and 2020:
(In thousands)20212020
Deferred tax assets:
Accounts receivable and financing receivables$625 $773 
Accrued vacation678 691 
Stock-based compensation1,905 2,568 
Deferred revenue988 283 
Accrued severance44 
Accrued liabilities15 — 
Right of use asset1,740 — 
Credits2,472 3,274 
Net operating loss3,560 4,301 
Deferred tax assets12,027 11,894 
Less: Valuation allowance622 636 
Total deferred tax assets$11,405 $11,258 
Deferred tax liabilities:
Intangible assets$18,002 $19,603 
Accrued liabilities and other4,668 956 
Fixed assets875 1077 
Right of use liability$1,740 $— 
Total deferred tax liabilities$25,285 $21,636 
Total net deferred tax liability$(13,880)$(10,378)
2022: 
(In thousands)20232022
Deferred tax assets:
Accounts receivable and financing receivables$871 $877 
Stock-based compensation1,275 1,909 
Deferred revenue367 1,002 
Research expenditures16,496 9,779 
Accrued severance890 490 
Right of use asset952 1,848 
Other2,770 814 
Net operating loss3,656 3,738 
Deferred tax assets27,277 20,457 
Less: Valuation allowance604 604 
Total deferred tax assets$26,673 $19,853 
Deferred tax liabilities:
Intangible assets$14,477 $20,941 
Accrued liabilities and other12,127 9,259 
Fixed assets254 527 
Right of use liability1,045 $1,884 
Total deferred tax liabilities$27,903 $32,611 
Total net deferred tax liability$(1,230)$(12,758)
Under the Tax Cuts and Jobs Act, Internal Revenue Code ("IRC") Section 174 amended the federal tax treatment of research or experimental expenditures paid or incurred during the tax year, which allowed for expensing of such costs in the year incurred for federal income tax purposes. Effective for the 2022 tax year, taxpayers are required to capitalize and amortize specified research or experimental expenditures over a five-year period. As a result of the change to IRC Section 174, a deferred tax asset of $9.8 million was recorded for the tax year ended December 31, 2022.
Significant components of the income tax (benefit) provision for the years ended December 31, 2021, 20202023, 2022 and 20192021 were as follows:
(In thousands)202120202019
Current provision:
Federal$731 $244 $860 
State413 1,539 1,357 
Deferred provision:
Federal3,331 2,766 951 
State171 (11)60 
Total income tax provision$4,646 $4,538 $3,228 
(In thousands)202320222021
Current provision:
Federal$2,392 $6,482 $731 
State322 2,420 413 
Deferred provision:
Federal(8,884)(4,769)3,331 
State(2,421)(1,919)171 
Total income tax (benefit) provision$(8,591)$2,214 $4,646 
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The difference between income taxes at the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, and those reported in the consolidated statements of operations for the years ended December 31, 2021, 20202023, 2022 and 20192021 are as follows:
(In thousands)202120202019
Income taxes at U.S. federal statutory rate$4,846 $3,945 $4,976 
Provision-to-return adjustments117 455 (66)
State income tax, net of federal tax effect509 908 978 
Tax credits(1,274)(958)(2,196)
Contingent consideration— — (1,050)
Stock-based compensation(74)255 151 
Change in valuation allowance(14)(165)173 
Non-deductible compensation - 162(m)510 — — 
Other26 98 262 
Total income tax provision$4,646 $4,538 $3,228 
(In thousands)202320222021
Income taxes at U.S. federal statutory rate$(11,420)$3,797 $4,846 
Provision-to-return adjustments(999)(539)117 
State income tax, net of federal tax effect(2,157)428 509 
Tax credits(2,481)(1,254)(1,274)
Contingent consideration— (406)— 
Goodwill impairment7,542 — — 
Stock-based compensation65 (112)(74)
Non-deductible compensation - 162(m)15 306 510 
Other844 (6)12 
Total income tax (benefit) provision$(8,591)$2,214 $4,646 
Our effective tax rates for the years ended December 31, 2023, 2022 and 2021 2020were 16%, 12% and 2019 were 20%, 24% and 14% respectively. Our effective tax rate for 20192023 was significantly impacted by the non-deductible nature of our goodwill impairment charges and the changing relationship between net income or loss and research and development tax credits, which accumulate as benefits even in years with loss positions such as 2023. Our effective tax rate for 2022 was impacted by the non-taxable nature of our recorded gain on contingent
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consideration, which served to reduce the year's effective tax rate by over 4%. 2020 lacked any benefit to the effective tax rate from such contingent consideration and, when combined with more punitive provision to return adjustments primarily related to R&D tax credits and2.2%, while lowered estimates for qualifying research expenditures during the year, thereby lowering estimates for the 2020 R&D tax credit, resulted in a significant increase in the effective tax rate for 2020. Lowered provision to returnprovision-to-return adjustments resulted in an incremental 2.6%3.5% decrease in our effective tax rate for 20212022 compared to 2020, while decreased tax shortfalls related to stock-based compensation arrangements resulted in an incremental 1.9% decrease in our effective tax rate for 2021 compared to 2020.2021.
We have federal net operating loss carryforwards related to the acquisitionacquisitions of HHIHealthland Holding Inc. ("HHI") and Get Real Health of $7.9$3.4 million, $12.2$5.9 million, and $27.9$7.9 million for the years ending December 31, 2021, 2020,2023, 2022, and 2019,2021, respectively, which expire at various dates from 20262027 to 2035.2036. We have state net operating loss carryforwards related to the acquisitionacquisitions of HHI and Get Real Health and normal business operations of $29.9$68.2 million, $34.4$39.8 million, and $34.5$29.9 million for the years ending December 31, 2021, 2020,2023, 2022, and 2019,2021, respectively, which expire at various dates from 20232024 to 2036.2043.
Realization of deferred tax assets associated with the state net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. We believe it is more likely than not that the benefit from certain state NOL carryforwards associated with the acquisition of Get Real Health will not be realized. In recognition of this risk, we have provided a valuation allowance on the deferred tax assets related to these state NOL carryforwards of $0.6 million after both December 31, 20212023 and 2020,2022, respectively.
9.    STOCK-BASED COMPENSATION AND EQUITY
The Company's stock-based compensation awards are in the form of restricted stock and performance share awards granted pursuant to the Company's 2012 Restricted Stock Plan for Non-Employee Directors, Amended and Restated 2014 Incentive Plan and 2019 Incentive Plan as amended (the "Plans""Plan"). Stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period. As of December 31, 2021,2023, there was a total of 334,629805,771 shares of common stock reserved under the PlansPlan for issuance under future share-based payment arrangements.
The following table details total stock-based compensation expense for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, included in the consolidated statements of operations:
(In thousands)(In thousands)202120202019(In thousands)202320222021
Costs of salesCosts of sales$990 $1,474 $2,040 
Operating expensesOperating expenses4,467 5,531 7,782 
Pre-tax stock-based compensation expensePre-tax stock-based compensation expense5,457 7,005 9,822 
Less: income tax effectLess: income tax effect(1,146)(1,471)(2,063)
Net (after tax) stock-based compensation expenseNet (after tax) stock-based compensation expense$4,311 $5,534 $7,759 
As of December 31, 2021,2023, there was $7.0$6.3 million of unrecognized compensation cost related to unvested or unearned, as applicable, stock-based compensation arrangements granted under the Plans,Plan, which is expected to be recognized over a weighted-average period of 1.9 years.
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Restricted Stock
The Company grants restricted stock to executive officers, certain key employees and non-employee directors under the 2019 Incentive Plan with the fair value of the awards representing the fair value of the common stock on the date the restricted stock is granted. Shares of restricted stock generally vest in equal annual installments over the applicable vesting period, which ranges from one to three years. The Company records expenses for these grants on a straight-line basis over the applicable vesting periods. Shares of restricted stock have also been issued pursuant to the settlement of performance share awards with one-year performance periods, for which the Company records expenses in the manner described in the "Performance Share Awards" section below.Although no such one-year performance share awards were granted during 2021, shares issued pursuant to past one-year performance share awards are still subject to vesting.
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A summary of restricted stock activity (including shares of restricted stock issued pursuant to the settlement of performance share awards) under the PlansPlan during the years ended December 31, 2021, 20202023, 2022 and 20192021 is as follows:
Shares
Weighted-Average
Grant-Date
Fair Value
Unvested stock outstanding at January 1, 2019475,132 $32.00 
Granted133,936 30.89 
Performance share awards converted to restricted stock138,566 29.80 
Vested(221,775)33.48 
Unvested stock outstanding at December 31, 2019525,859 $30.51 
Granted136,771 26.16 
Performance share awards converted to restricted stock19,678 30.15 
Vested(268,067)30.80 
Forfeited(1,274)26.16 
Unvested stock outstanding at December 31, 2020412,967 $28.87 
SharesShares
Weighted-Average
Grant-Date
Fair Value
Unvested stock outstanding at January 1, 2021
GrantedGranted153,700 31.22 
VestedVested(245,455)29.16 
Vested
Vested
ForfeitedForfeited(6,329)29.10 
Unvested stock outstanding at December 31, 2021Unvested stock outstanding at December 31, 2021314,883 $29.79 
Granted
Vested
Vested
Vested
Forfeited
Unvested stock outstanding at December 31, 2022
Granted
Vested
Vested
Vested
Forfeited
Unvested stock outstanding at December 31, 2023
Performance Share Awards
The Company grants performance share awards to executive officers and certain key employees under the Amended and Restated 2014 Incentive Plan, prior to 2019 and underwith the 2019 Incentive Plan beginning in 2019. The number of shares of common stock earned and issuable under each award is determined at the end of each one-year ora three-year performance period, based on the Company's achievement of performance goals predetermined by the Compensation Committee of the Board of Directors at the time of grant. The three-yearThese performance share awards include a modifier to the total number of shares earned based on the Company's total shareholder return ("TSR") compared to an industrya small-cap stock market index. If certain levels of the performance objective are met, the award results in the issuance of shares of restricted stock or common stock corresponding to such level. One-year performancePerformance share awards are then subject to time-based vesting pursuant to which the shares of restricted stock vest in equal annual installments over the applicable vesting period, which is generally three years. Three-year performance share awardsthat result in the issuance of shares of common stock that are not subject to time-based vesting at the conclusion of the three-year performance period if earned.period.
In the event that the Company's financial performance meets the predetermined targets for the performance objectives of the one-year or three-year performance share awards, the Company will issue each award recipient the number of shares of restricted stock or common stock as applicable, equal to the target award specified in the individual's underlying performance share award agreement. In the event the financial results of the Company exceed the predetermined targets, additional shares up to the maximum award may be issued. In the event the financial results of the Company fall below the predetermined targets, a reduced number of shares may be issued. If the financial results of the Company fall below the threshold performance levels, no shares will be issued. The total number of shares issued for the three-year 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 one-year performance share awards is the quoted market value of CPSI'sTruBridge'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 three-year 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.
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Expense of one-year performance share awards is recognized using the accelerated attribution (graded vesting) method over the period beginning on the date the Company determines that it is probable that the performance criteria will be achieved and ending on the last day of the vesting period for the restricted stock issued in satisfaction of such awards. Expense of three-yearrelated to performance share awards is recognized using ratable straight-line amortization over the three-year
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performance period. In the event the Company determines it is no longer probable that the minimum performance level will be achieved, all previously recognized compensation expense related to the applicable awards is reversed in the period such a determination is made.
A summary of performance share award activity under the PlansPlan for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, is as follows, based on the target award amounts set forth in the performance share award agreements:
Shares
Weighted-Average
Grant-Date
Fair Value
Performance share awards outstanding at January 1, 2019184,776 $30.15 
Granted110,310 30.95 
Forfeited or unearned44,189 29.77 
Performance share awards converted to restricted stock(138,566)29.80 
Performance share awards outstanding at December 31, 2019200,709 $30.75 
Granted107,298 26.96 
Forfeited or unearned(35,477)30.15 
Performance share awards converted to restricted stock(19,678)30.15 
Performance share awards outstanding at December 31, 2020252,852 $29.27 
SharesShares
Weighted-Average
Grant-Date
Fair Value
Performance share awards outstanding at January 1, 2021
GrantedGranted93,444 31.26 
Forfeited or unearnedForfeited or unearned(20,373)29.92 
Vested and issuedVested and issued(75,971)30.50 
Performance share awards outstanding at December 31, 2021Performance share awards outstanding at December 31, 2021249,952 $29.59 
Granted
Forfeited or unearned
Performance share awards converted to restricted stock
Performance share awards outstanding at December 31, 2022
Granted
Forfeited or unearned
Vested and issued
Performance share awards outstanding at December 31, 2023
Stock Repurchases
On September 4, 2020, our Board of Directors approved a stock repurchase program under which we may 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. During 2021,2023, we repurchased 41,96549,789 shares. The approximate dollar value of shares that may yet be repurchased under the stock repurchase program was $28.1$16.5 million as of December 31, 2021.2023. 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, the Board of Directors opted to indefinitely suspend all quarterly dividends.
10.     CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of temporary cash investments and trade receivables (including financing receivables). The Company places its temporary cash investments with credit-worthy, high-quality financial institutions.
The Company’s customer base is concentrated in the healthcare industry. Customers are primarily located throughout the United States. The Company requires no collateral or other security to support customer trade receivables. An allowance for credit losses for trade receivables and an allowance for credit losses for financing receivables have been established for potential credit losses based on historical collection experience.
The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.
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11.     FINANCING RECEIVABLES
Short-Term Payment Plans
The Company provides fixed monthly payment arrangements ("short-term payment plans") over terms ranging from three to twelve months for certain add-on software installations. As a practical expedient, we do not adjust the amount of consideration recognized as revenue for the financing component as unearned income when we expect payment within one year or less. These receivables, included in the current portion of financing receivables, were comprised of the following on December 31, 20212023 and 2020:2022:
(In thousands)(In thousands)20212020(In thousands)20232022
Short-term payment plans, grossShort-term payment plans, gross$121 $1,973 
Less: allowance for credit lossesLess: allowance for credit losses(6)(99)
Short-term payment plans, netShort-term payment plans, net$115 $1,874 
Long-Term Financing Arrangements
Additionally, the Company provides financing for purchases of its information and patient care systems to certain healthcare providers under long-term financing arrangements expiring in various years through 2026.2028. Under long-term financing arrangements, the transaction price is adjusted by a discount rate that reflects market conditions and that would be used for a separate financing transaction between the Company and licensee at contract inception, and takes into account the credit characteristics of the licensee and market interest rates as of the date of the agreement. As such, the amount of fixed fee revenue recognized at the beginning of the license term will be reduced by the calculated financing component. As payments are received from the licensee, the Company recognizes a portion of the financing component as interest income, reported as other income in the consolidated statements of operations. These receivables typically have terms from two to seven years.
The decrease in long-term financing arrangement balances during 2023 is primarily a result of the continued evolution of customer licensing preferences. Although the overwhelming majority of our historical EHR installations prior to 2019 were made under a perpetual license model, the dramatic shift in customer preferences to a SaaS license model began during 2019 with 49% of the year's new acute care EHR installations being performed in a SaaS model, compared to only 12% in 2018. The shift in customer preference toward a SaaS model has since continued, with SaaS installations representing approximately 63% of new acute care EHR installations in 2021, 100% in 2022 and 100% in 2023. Due to the nature of the revenue recognition requirements for SaaS arrangements coupled with recurring monthly payments, these arrangements do not give rise to long-term financing arrangements.
The components of these receivables were as follows on December 31, 20212023 and 2020:2022:
(In thousands)(In thousands)20212020(In thousands)20232022
Long-term financing arrangements, grossLong-term financing arrangements, gross$15,659 $24,082 
Less: allowance for credit lossesLess: allowance for credit losses(716)(1,390)
Less: unearned incomeLess: unearned income(1,339)(2,268)
Long-term financing arrangements, netLong-term financing arrangements, net$13,604 $20,424 
Future minimum payments to be received subsequent to December 31, 20212023 are as follows:
(In thousands)(In thousands)
2022$7,060 
20234,393 
2024
2024
202420242,726 
202520251,309 
20262026153 
2027
2028
ThereafterThereafter18 
Total minimum payments to be receivedTotal minimum payments to be received15,659 
Less: allowance for credit lossesLess: allowance for credit losses(716)
Less: unearned incomeLess: unearned income(1,339)
Receivables, netReceivables, net$13,604 
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Credit Quality of Financing Receivables and Allowance for Credit Losses
The following table is a roll-forward of the allowance for financing credit losses for the years ended December 31, 20212023 and 2020:2022:
(In thousands)
Beginning
Balance
ProvisionCharge-offsRecoveries
Ending
Balance
December 31, 2021$1,489 $481 $(1,248)$— $722 
December 31, 2020$2,971 $1,632 $(3,114)$— $1,489 
(In thousands)
Beginning
Balance
ProvisionCharge-offsRecoveries
Ending
Balance
December 31, 2023$549 $(133)$— $— $416 
December 31, 2022$722 $(211)$38 $— $549 
The Company’s financing receivables are comprised of a single portfolio segment, as the balances are all derived from short-term payment plan arrangements and long-term financing arrangements within our target market of community hospitals. The Company evaluates the credit quality of its financing receivables based on a combination of factors, including, but not limited to, customer collection experience, economic conditions, the customer’s financial condition, and known risk characteristics impacting the respective customer base of community hospitals, the most notable of which relate to enacted and potential changes in Medicare and Medicaid reimbursement rates as community hospitals typically generate a significant portion of their revenues and related cash flows from beneficiaries of these programs. In addition to specific account identification, the Company utilizes historical collection experience to establish the allowance for credit losses. Financing receivables are written off only after the Company has exhausted all collection efforts. Write-off amounts during 2020 were uncharacteristically high as we wrote off large balances for a handful of customers for which specific reserves had been established as of December 31, 2019. Write-off amounts normalized during 2021.
Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms. To facilitate customer collection and credit monitoring efforts, financing receivable amounts are invoiced and reclassified to trade accounts receivable when they become due, with all invoiced amounts placed on nonaccrual status. As a result, all past due amounts related to the Company’s financing receivables are included in trade accounts receivable in the accompanying consolidated balance sheets. The following is an analysis of the age of financing receivables amounts (excluding short-term payment plans) that have been reclassified to trade accounts receivable and were past due as of December 31, 20212023 and 2020:2022:
(In thousands)
1 to 90 Days
Past Due
91 to 180 Days
Past Due
181 + Days
Past Due
Total
Past Due
December 31, 2021$713 $78 $73 $864 
December 31, 2020$1,270 $227 $672 $2,169 
(In thousands)
1 to 90 Days
Past Due
91 to 180 Days
Past Due
181 + Days
Past Due
Total
Past Due
December 31, 2023$857 $231 $323 $1,411 
December 31, 2022$1,086 $278 $283 $1,647 
From time to time, the Company may agree to alternative payment terms outside of the terms of the original financing receivable agreement due to customer difficulties in achieving the original terms. In general, such alternative payment arrangements do not result in a re-aging of the related receivables. Rather, payments pursuant to any alternative payment arrangements are applied to the already outstanding invoices beginning with the oldest outstanding invoices as the payments are received.
Because amounts are reclassified to trade accounts receivable when they become due, there are no past due amounts included within the financing receivables or the financing receivables, current portion, net amounts in the accompanying consolidated balance sheets.
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The Company utilizes an aging of trade accounts receivable as the primary credit quality indicator for its financing receivables, which is facilitated by the reclassification of customer payment amounts to trade accounts receivable when they become due. The table below categorizes customer financing receivable balances (excluding short term payment plans), none of which are considered past due, based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable:
(In thousands)(In thousands)December 31, 2021December 31, 2020(In thousands)December 31, 2023December 31, 2022
Stratification of uninvoiced client financing receivables based on aging of related trade accounts receivable:Stratification of uninvoiced client financing receivables based on aging of related trade accounts receivable:
Uninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past DueUninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past Due$9,100 $11,719 
Uninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past Due
Uninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past Due
Uninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past DueUninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past Due329 1,092 
Uninvoiced client financing receivables related to trade accounts receivable that are 181+Days Past Due386 2,668 
Uninvoiced client financing receivables related to trade accounts receivable that are 181+ Days Past Due
Total uninvoiced client financing receivables balances of clients with a trade accounts receivableTotal uninvoiced client financing receivables balances of clients with a trade accounts receivable$9,815 $15,479 
Total uninvoiced client financing receivables of clients with no related trade accounts receivableTotal uninvoiced client financing receivables of clients with no related trade accounts receivable4,505 6,335 
Total financing receivables with contractual maturities of one year or lessTotal financing receivables with contractual maturities of one year or less121 1,973 
Less: allowance for credit lossesLess: allowance for credit losses(722)(1,489)
Total financing receivablesTotal financing receivables$13,719 $22,298 

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12.     INTANGIBLE ASSETS AND GOODWILL
Our purchased definite-lived intangible assets as of December 31, 20212023 and 20202022 are summarized as follows:
December 31, 2021
TotalTotalDecember 31, 2023
(In thousands)(In thousands)Customer RelationshipsTrademarkDeveloped TechnologyTotal(In thousands)Customer RelationshipsTrademarkDeveloped TechnologyNon-compete AgreementsTotal
Gross carrying amount, beginning of periodGross carrying amount, beginning of period$84,370 $11,120 $29,700 $125,190 
Intangible assets acquiredIntangible assets acquired28,200 1,200 7,900 37,300 
Accumulated amortizationAccumulated amortization(41,738)(5,177)(20,372)(67,287)
Net intangible assets as of December 31, 2021$70,832 $7,143 $17,228 $95,203 
Accumulated impairment
Held for sale
Net intangible assets as of December 31, 2023
Weighted average remaining years of useful lifeWeighted average remaining years of useful life913810Weighted average remaining years of useful life80836
December 31, 2020
December 31, 2022
December 31, 2022
December 31, 2022
(In thousands)(In thousands)Customer RelationshipsTrademarkDeveloped TechnologyTotal(In thousands)Customer RelationshipsTrademarkDeveloped TechnologyNon-compete AgreementsTotal
Gross carrying amount, beginning of periodGross carrying amount, beginning of period$84,370 $11,120 $29,700 $125,190 
Intangible assets acquired
Accumulated amortizationAccumulated amortization(33,612)(4,297)(15,592)(53,501)
Net intangible assets as of December 31, 2020$50,758 $6,823 $14,108 $71,689 
Net intangible assets as of December 31, 2022
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During the fourth quarter of 2023, the Company committed to the Company-wide rebranding and legal entity consolidation initiative that culminated in the change of the Company’s corporate name to “TruBridge, Inc.” on March 4, 2024. As a result of this initiative, it was expected that certain of the Company’s brand names and related trademarks would cease to be used, resulting in total trademark impairment recorded during the year ended December 31, 2023 of $2.3 million. Of the total trademark impairment charge, $1.0 million is derived from our RCM segment, $1.2 million is derived from our EHR segment, and $0.1 million is derived from our Patient Engagement segment.
The following table represents the remaining amortization of definite-lived intangible assets as of December 31, 2021:2023:
(In thousands)(In thousands)
For the year ended December 31,For the year ended December 31,
2022$14,688 
202312,800 
For the year ended December 31,
For the year ended December 31,
2024
2024
2024202411,266 
2025202510,950 
2026202610,328 
2027
2028
Due thereafterDue thereafter35,171 
TotalTotal$95,203 
The following table sets forth the change in the carrying amount of goodwill by segment for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:
(In thousands)(In thousands)Acute Care EHRPost-acute Care EHRTruBridgeTotal(In thousands)RCMEHRPatient engagementTotal
Balance as of December 31, 2018$97,095 $29,570 $13,784 $140,449 
Balance as of December 31, 2021
Balance as of December 31, 2021
Balance as of December 31, 2021
Goodwill acquiredGoodwill acquired— — 9,767 9,767 
Balance as of December 31, 201997,095 29,570 23,551 150,216 
Balance as of December 31, 202097,095 29,570 23,551 150,216 
Balance as of December 31, 2022
Goodwill acquiredGoodwill acquired$— — 27,497 27,497 
Balance as of December 31, 2021$97,095 $29,570 $51,048 $177,713 
Goodwill impairment
Held for sale
Balance as of December 31, 2023
Our reporting units assessed for impairment of goodwill include: RCM (formerly the “TruBridge” reporting unit), Acute Care EHR, Post-acute care EHR (comprised solely of AHT, which was disposed in January 2024), and Patient Engagement (formerly a component of our former “TruBridge” reporting unit). We did not identify any events or circumstances that would require interim goodwill impairment testing prior to October 1, 2023. Based on our quantitative assessment as of October 1, 2023, we determined that there was no impairment of goodwill for our RCM reporting unit. However, quantitative evaluations of the fair values of each of our remaining three reporting units, using a combination of the income and market valuation approaches, resulted in impairment conclusions as follows:
Our Acute Care EHR reporting unit was assessed goodwill impairment charges of $6.4 million due to deteriorating market conditions, the related impact to the cost of capital, and lowered expectations regarding long-term margin potential.
Our Post-acute care EHR reporting unit was assessed goodwill impairment charges of $2.2 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding the long-term persistence of elevated customer attrition levels.
Our Patient Engagement reporting unit was assessed goodwill impairment charges of $7.6 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding long-term growth prospects as sales pipelines have been stubborn to develop to the robust levels previously anticipated.
During the fourth quarter of 2023, the decision to accept an offer for the sale of AHT that was well below the related reporting unit’s carrying value was considered a triggering event requiring reassessment of the reporting unit’s goodwill, resulting in an additional goodwill impairment charge of $19.7 million. Lastly, management considered the continued decrease in the Company’s market capitalization since our most recent quantitative analysis dated October 1, 2023 to be a triggering event warranting a further quantitative goodwill impairment analysis as of December 31, 2023. As a result of
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this updated quantitative goodwill impairment analysis, management concluded that there was no further impairment to goodwill.
We determined there was no impairment to goodwill as of December 31, 2021, 2020,2022 or 2019.2021.
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13.     LONG-TERM DEBT
Long-term debt was comprised of the following at December 31, 20212023 and 2020:2022:
(In thousands)(In thousands)December 31, 2021December 31, 2020(In thousands)December 31, 2023December 31, 2022
Term loan facilityTerm loan facility$69,375 $73,125 
Revolving credit facilityRevolving credit facility31,000 5,000 
Debt obligationsDebt obligations100,375 78,125 
Debt obligations
Debt obligations
Less: debt issuance costsLess: debt issuance costs(1,015)(1,308)
Debt obligation, netDebt obligation, net99,360 76,817 
Less: current portionLess: current portion(4,394)(3,457)
Long-term debtLong-term debt$94,966 $73,360 
As of December 31, 2021,2023, the carrying value of debt approximates the fair value due to the variable interest rate which reflects market rates. The interest rate for the outstanding debt under our term loan facility and revolving credit facility as of December 31, 2023 was 8.48%.
Credit Agreement
In conjunction with our acquisition of HHIHealthland Holding Inc. in January 2016, we entered into a syndicated credit agreement with Regions Bank ("Regions") serving as administrative agent, which provided for a $125 million term loan facility and a $50 million revolving credit facility. On June 16, 2020, we entered into an Amended and Restated Credit Agreement that increased the aggregate principal amount of our credit facilities to $185 million, which includesincluding a $75 million term loan facility and a $110 million revolving credit facility. On May 2, 2022, we entered into a First Amendment (the "First Amendment") to the Amended and Restated Credit Agreement, that increased the aggregate principal amount of our credit facilities to $230 million, which includes a $70 million term loan facility and a $160 million revolving credit facility. In addition, the interest rate provisions of the First Amendment reflect the transition from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as the new benchmark interest rate for each loan.
Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted LIBORSOFR 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 LIBORSOFR rate, subject to the aforementioned floor, plus 1one percent per annum, or (3) a combination of (1) and (2). The applicable margin range for LIBORSOFR 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 SeptemberJune 30, 2020,2022, with quarterly principal payments of approximately $0.9 million through June 30, 2022, approximately $1.4 million through June 30, 2024 and approximately $1.9 million through March 31, 2025,2027, with maturity on June 16, 2025May 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.
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Anticipated annual future maturities of the term loan facility and revolving credit facility are as follows as of December 31, 2021:2023:
(In thousands)(In thousands)
2022$4,687 
20235,625 
2024
2024
202420246,563 
2025202583,500 
2026
2027
ThereafterThereafter— 
$100,375 
$
Our credit facilities are secured pursuant to anthe Amended and Restated Pledge and SecurityCredit 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.
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The Amended and Restated Credit AgreementFirst Amendment provides incremental facility capacity of $50$75 million, subject to certain conditions. The Amended and Restated Credit Agreement, as amended by the First Amendment, includes a number of restrictive covenants that, among other things and in each case subject to certain exceptions and baskets, impose operating and financial restrictions on the Company and the Subsidiary Guarantors, including the ability to incur additional debt; incur liens and encumbrances; make certain restricted payments, including paying dividends on the Company's equity securities or payments to redeem, repurchase or retire the Company's equity securities (which are subject to our compliance, on a pro forma basis to give effect to the restricted payment, with the fixed charge coverage ratio and consolidated net leverage ratio described below); enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with affiliates; and materially alter the business we conduct. The Amended and Restated Credit Agreement requiresFirst Amendment required the Company to maintain a minimum fixed charge coverage ratio of 1.25:1.00 throughout the duration of such agreement. Under the Amended and Restated Credit Agreement,First Amendment, the Company is required to comply with a maximum consolidated net leverage ratio of 3.50:1.00. Further, under the First Amendment, in connection with any acquisition by the Company exceeding $25 million, the Company may elect to increase the maximum permitted consolidated net leverage ratio for the fiscal quarter in which the acquisition occurs and each of the following three fiscal quarters by 0.50:1.00 above the otherwise permitted maximum. If the consolidated net leverage ratio is less than 2.50:1:00, there is no limit on the amount of incremental facilities. The Amended and Restated Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default. We believe thatOn March 10, 2023, the calculation of the fixed charge coverage ratio was amended to specifically exclude from the definition of fixed charges the Company's share repurchases conducted during the third and fourth quarters of 2022.
As of September 30, 2023, we were not in compliance with the covenants contained infixed charge coverage ratio required by the credit agreementAmended and Restated Credit Agreement. On November 8, 2023, the Company and the subsidiary guarantors entered into a Waiver with Regions Bank, as administrative agent, and various other lenders, which provided for a one-time waiver of this failure as an event of default. As of December 31, 2021.
The2023, the Company was similarly not in compliance with the fixed charge coverage ratio required by the Amended and Restated Credit Agreement, requiresand a one-time waiver was provided in conjunction with the Fourth Amendment to the Amended and Restated Credit Agreement. Any failure by us to comply with this or another covenant in the future may result in an event of default. There can be no assurance that we will be able to continue to comply with this covenant or obtain amendments to avoid future covenant violations, or that such amendments will be available on commercially acceptable terms.
The First Amendment removed the requirement that the Company to mandatorily prepay ourthe credit facilities with 50% of excess cash flow (minus certain specified other payments). This mandatory prepayment requirement is applicable only ifgenerated during the Company's net leverage ratio exceeds 2.50:1.00.prior fiscal year. The Company is permitted to voluntarily prepay ourthe credit facilities at any time without penalty, subject to customary “breakage” costs with respect to prepayments of LIBORSOFR rate loans made on a day other than the last day of any applicable interest period. The excess cash flow mandatory prepayment requirement under
See Note 19 - Subsequent Events for disclosures related to the credit agreement did not result in a prepayment in 2021 or 2020.Third and Fourth Amendments to the Amended and Restated Credit Agreement, effective January 16, 2024 and February 29, 2024, respectively.
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14.     BENEFIT PLANS
In January 1994, the Company adopted the CPSI 401(k) Retirement Plan that covers all eligible employees of the Company. The plan allows eligible employees to contribute up to 60% of their pre-tax earnings up to the statutory limit prescribed by the Internal Revenue Service. The Company matches a discretionary amount determined by the Board of Directors. The Company contributed approximately $3.2$3.8 million, $3.2$3.5 million, and $2.9$3.2 million to the plan for the years ended December 31, 2023, 2022 and 2021, 2020 and 2019, respectively.
The Company provides certain health and medical benefits to eligible employees, their spouses and dependents pursuant to a benefit plan funded by the Company. Each participating employee contributes to the Company’s costs associated with such benefit plan. The Company’s obligation to fund this benefit plan and pay for these benefits is limited through the Company’s purchase of an insurance policy from a third-party insurer. The amount established as a reserve is intended to recognize the Company’s estimated obligations with respect to its payment of claims and claims incurred but not yet reported under the benefit plan. Management believes that the recorded liability for medical self-insurance at December 31, 2021 and 2020 is adequate to cover the losses and claims incurred, but these reserves are based on estimates and the amount ultimately paid may be more or less than such estimates.
15.     OPERATING LEASES
The Company leases office space in various locations in Alabama, Pennsylvania, Minnesota, Maryland, Mississippi and Mississippi.Washington. These leases have terms expiring from 20222024 through 2030 but do contain optional extension terms. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense on a straight-line basis over the lease term.
On July 28, 2021, the Company terminated its lease agreement for approximately 45,000 square feet of office space in Fairhope, Alabama. Pursuant to a Termination of Lease Agreement dated July 28, 2021, the Company paid $0.9 million to the landlord as consideration for the early termination. In connection with the lease termination, the Company derecognized the assets and liabilities associated with the operating lease and recorded a $0.3 million loss on the disposal of leasehold improvements.
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On April 30, 2023, the company terminated its lease agreement for approximately 12,500 square feet of office space in Plymouth, Minnesota. Pursuant to a Termination of Lease Agreement dated April 18, 2023, the Company paid $1.1 million to the landlord as consideration for the early termination. In connection with the lease termination, the Company derecognized the assets and liabilities associated with the operating lease and recorded a $0.1 million loss on the disposal of leasehold improvement.
Supplemental balance sheet information related to operating leases is as follows:
(In thousands)December 31, 20212023
Operating lease assets:
Operating lease assets$7,0975,192 
Operating lease liabilities:
Other accrued liabilities1,804 1,592 
Operating lease liabilities, net of current portion5,5053,074 
Total operating lease liabilities$7,0974,878 
Weighted average remaining lease term in years64
Weighted average discount rate4.6%4.2%
Because our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We used the incremental borrowing rate on January 1, 2019, for operating leases that commenced prior to that date.
The future minimum lease payments payable under these operating leases subsequent to December 31, 20212023 are as follows:
(In thousands)(In thousands)
2022$1,592 
20231,520 
2024
2024
202420241,411 
202520251,202 
202620261,225 
2027
2028
ThereafterThereafter1,115 
Total lease paymentsTotal lease payments8,065 
Less imputed interestLess imputed interest(968)
TotalTotal$7,097 
Total rent expense for the years ended December 31, 2021, 2020,2023, 2022, and 20192021 was $1.8 million, $1.7$2.2 million, and $2.2$1.8 million, respectively.
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Total cash paid for amounts included in the measurement of lease liabilities within operating cash flows from operating leases for the year ended December 31, 2023, 2022, and 2021 was $1.8 million.million, $2.2 million, and $1.8 million, respectively.
16.     COMMITMENTS 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. The Company recorded a liability of $1.0 million related to contingent consideration for Viewgol's former equity holders as of December 31, 2023.
17.     FAIR VALUE
ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and expands financial statement disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Codification topic does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. The Codification topic requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
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As of December 31, 2021,2023, we measured the fair value of contingent consideration that represents the potential earnout incentive for TruCode’sViewgol’s former equity holders. We estimated the fair value of the contingent consideration based on the probability of TruCodeViewgol meeting EBITDA targets (subject to certain pro-forma adjustments). We did not have any other instruments that required fair value measurement as of December 31, 2021.2023.

The following table summarizes the carrying amount and fair value of the contingent consideration at December 31, 2021:2023:

Fair Value at December 31, 2021 Using
Fair Value at December 31, 2023 UsingFair Value at December 31, 2023 Using
(In thousands)(In thousands)Carrying Amount at 12/31/21Quoted Price in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)(In thousands)Carrying Amount at 12/31/23Quoted Price in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
DescriptionDescription
Contingent Consideration$2,500 $— $— $2,500 
Contingent consideration
Contingent consideration
Contingent consideration
TotalTotal$2,500 $— $— $2,500 

As of December 31, 2022, we did not have any instruments that required fair value measurement.

18.     SEGMENT REPORTING
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18.     SEGMENT REPORTING
Our chief operating decision makers ("CODM") utilize 3previously utilized the following three operating segments, "Acute Care EHR", "Post-acute Carecare EHR" and "TruBridge",. However, in the fourth quarter of 2022, the Company made a number of changes to its organizational structure and management system to better align the Company's operating model to its strategic initiatives. As a result of these changes, the Company revised its operating segments. The new operating and reportable segments, based on our 3three distinct business units with unique market dynamics and opportunities. Revenuesopportunities, are RCM, EHR, and costs"Patient Engagement". These segments represent the components of sales are primarily derived from the provisionCompany 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 servicesthe segments based on revenues and salesadjusted EBITDA. The Company previously evaluated the performance of our proprietary software, and our CODMthe segments based on segment gross profit. Management believes adjusted EBITDA is a useful measure to assess the performance and liquidity of these 3 segments at the gross profit level. OperatingCompany as it provides meaningful operating results by excluding the effects of expenses and items such as interest, income tax, capital expenditures and total assets are managed at a consolidated level and thusthat are not included in ourreflective of its operating segment disclosures.business performance. Our CODM group is comprised of the Chief Executive Officer, Chief Growth Officer, Chief Operating Officer, and Chief Financial Officer. Accounting policies for each of the reportable segments are the same as those used on a consolidated basis. The segment disclosures below for the years ended December 31, 2022, and 2021 have been recast to conform to the current year presentation.
Adjusted EBITDA consists of GAAP net income (loss) as reported and adjusts for (i) deferred revenue purchase accounting adjustments arising from purchase allocation adjustments related to business acquisitions; (ii) depreciation expense; (iii) amortization of software development costs; (iv) amortization of acquisition-related intangible assets; (v) stock-based compensation; (vi) severance and other non-recurring charges; (vii) interest expense and other, net; (viii) impairment of goodwill; (ix) impairment of trademark intangibles; (x) gain on contingent consideration; and (xi) the provision (benefit) for income taxes. There are no intersegment revenues to be eliminated in computing segment revenue.
The following table presents a summary of the revenues cost of sales, and gross profitadjusted EBITDA of our 3three operating segments for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:
Year Ended December 31,
(In thousands)202120202019
Revenues:
Acute Care EHR
Recurring revenue$108,440 $105,597 $109,046 
Non-recurring revenue16,939 29,173 35,028 
Total Acute Care EHR revenue125,379 134,770 144,074 
Post-acute Care EHR
Recurring revenue16,472 16,272 17,466 
Non-recurring revenue1,258 1,912 3,812 
Total Post-acute Care EHR revenue17,730 18,184 21,278 
TruBridge137,520 111,534 109,282 
Total revenues280,629 264,488 274,634 
Cost of sales:
Acute Care EHR65,776 64,540 68,569 
Post-acute Care EHR4,888 4,821 5,303 
TruBridge69,083 58,881 56,617 
Total cost of sales139,747 128,242 130,489 
Gross profit:
Acute Care EHR59,603 70,230 75,505 
Post-acute Care EHR12,842 13,363 15,975 
TruBridge68,437 52,653 52,665 
Total gross profit140,882 136,246 144,145 
Corporate operating expenses(116,175)(115,192)(119,562)
Other income1,529 1,494 807 
Gain on contingent consideration— — 5,000 
Loss on extinguishment of debt— (202)— 
Interest expense(3,160)(3,562)(6,694)
Income before taxes$23,076 $18,784 $23,696 
Year Ended December 31,
(In thousands)202320222021
Revenues:
RCM$193,929 $179,870 $131,242 
EHR
Recurring revenue
Acute Care EHR$111,276 $109,340 $108,440 
Post-acute Care EHR$14,712 $15,384 $16,472 
Total recurring EHR revenues125,988 124,724 124,912 
Non-recurring revenue
Acute Care EHR$10,657 $13,138 $16,939 
Post-acute Care EHR$1,418 $1,961 $1,258 
Total non-recurring EHR revenues12,075 15,099 18,197 
Total EHR revenue138,063 139,823 143,109 
Patient engagement7,443 6,955 6,278 
Total revenues$339,435 $326,648 $280,629 
Adjusted EBITDA by Segment:
RCM24,800 35,219 28,265 
EHR22,900 22,507 26,505 
Patient engagement(124)(1,827)(2,093)
Total adjusted EBITDA$47,576 $55,899 $52,677 

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The following table reconciles net income to adjusted EBITDA:

Year Ended December 31,
(In thousands)202320222021
Net income (loss), as reported$(45,789)$15,867 $18,430 
Deferred revenue and other acquisition-related adjustments— 109 747 
Depreciation expense1,946 2,443 2,156 
Amortization of software development costs8,096 3,484 931 
Amortization of acquisition-related intangibles16,426 17,403 13,786 
Stock-based compensation3,271 5,173 5,457 
Severance and other non-recurring charges22,186 4,504 4,892 
Interest expense and other, net11,776 5,267 1,632 
Impairment of goodwill35,913 — — 
Impairment of trademark intangibles2,342 — — 
Gain on contingent consideration— (565)— 
Provision (benefit) for income taxes(8,591)2,214 4,646 
Total adjusted EBITDA$47,576 $55,899 $52,677 
19.     SUBSEQUENT EVENTS
Sale of American HealthTech, Inc.
On March 1, 2022, the Company acquired all of the assets and liabilities of Healthcare Resource Group, Inc., a Washington corporation ("HRG"), pursuant toJanuary 16, 2024, we entered into a Stock Purchase Agreement dated March 1, 2022. Based in Spokane, Washington, HRG is(the “Purchase Agreement”), by and among the Company, PointClickCare Technologies USA Corp., a leading providerDelaware corporation (“Buyer”), Healthland Inc., a Minnesota corporation and an indirect, wholly-owned subsidiary of customized RCM solutionsthe Company (“Healthland” and, consulting services that enable hospitalstogether with the Company, the “Seller Parties”) and clinicsAmerican HealthTech, Inc., a Mississippi corporation (“AHT”). The Transaction (hereinafter defined) also closed on January 16, 2024. Under the Purchase Agreement, Buyer purchased from Healthland all of the issued and outstanding capital stock of AHT (the “Transaction”), with AHT becoming a wholly-owned subsidiary of Buyer. Prior to improve efficiency, profitability, and patient satisfaction.this transaction, results for AHT were reported within our EHR operating segment.
The Stock Purchase Agreement provides for a totalan aggregate purchase price (the “Purchase Price”) of $44.0$25 million (the “Base Cash Consideration”), subject to various upward or downward adjustments including forbased on working capital, cash, indebtedness and transaction expenses of HRG.
DueAmerican HealthTech. Additionally, pursuant to the proximityPurchase Agreement, a total of approximately $3.75 million was withheld from the Base Cash Consideration at the closing and deposited by Buyer into various escrow accounts with an escrow agent, including $2.5 million as a general indemnity escrow and $1 million as a special indemnity escrow. Based upon the adjustments and the various escrow holdbacks, Buyer paid a net amount of approximately $21.41 million to Healthland at the closing. The Purchase Price is subject to a post-closing true-up. In connection with the closing of the acquisition dateTransaction, Buyer has provided offers of employment to certain key employees of the Company that primarily supported AHT’s business.
The Purchase Agreement contains customary representations, warranties and covenants. The representations and warranties made by the Seller Parties to Buyer cover a broad range of items related to, among other things, the business and financial condition of AHT. Subject to certain exceptions and limitations, the Seller Parties have agreed to indemnify Buyer for certain breaches of representations, warranties and covenants and certain other enumerated items. Such limitations on the Seller Parties’ indemnification obligations are subject to various exceptions for certain fundamental representations, tax representations, special representations, and fraud. Subject to certain exceptions and limitations, Buyer has likewise agreed to indemnify the Seller Parties for certain breaches of representations, warranties and covenants and certain other enumerated items.
The company is currently finalizing the accounting for the sale but does not expect a material gain or loss to be recorded. The accompanying consolidated balance sheet as of December 31, 2023 includes amounts related to this Transaction under the captions "Assets of held for sale disposal group" and "Liabilities of held for sale disposal group", the details of which are as follows as of December 31, 2023:
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(In thousands)
Assets of held for sale disposal group
Accounts receivable, net$3,087 
Financing receivables , net37 
Prepaid expenses34 
Software costs, net3,386 
Intangibles, net11,739 
Goodwill7,694 
Total$25,977 
Liabilities of held for sale disposal group
Accounts payable$178 
Other accrued liabilities576 
Deferred tax liability223 
Total$977 
Credit Facility Third Amendment
On January 16, 2024, the Company entered into a Third Amendment (the “Third Amendment”) to the Company's filingAmended and Restated Credit Agreement, dated as of its Annual ReportJune 16, 2020 (as amended, the “Credit Agreement”), by and among the Company; certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”); Regions Bank, as administrative agent and collateral agent; and various other lenders from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
The Third Amendment modified the term “Consolidated EBITDA” to provide that the following amounts will be added back to Consolidated Net Income: (i) the reasonably expected value of all earn-out consideration in connection with any Permitted Acquisition, provided that the aggregate amount of fees and out-of-pocket expenses incurred in connection with anticipated Permitted Acquisitions which are not consummated during any period of four fiscal quarters ending on Form 10-K foror after the Closing Date will not exceed the greater of $7 million and 10% of Consolidated EBITDA; (ii) any fees, costs or expenses related to the implementation of cost savings, operating expense reductions and synergies related to Permitted Acquisitions, restructurings and other initiatives; and (iii) costs and expenses related to the previously disclosed U.S. Securities and Exchange Commission investigation that occurred during the fiscal year ended December 31, 2021,2023, in an aggregate amount not to exceed $1.25 million. Additionally, the initial accounting forThird Amendment (y) removed from the HRG business combination is incomplete,maximum aggregate amount of fees and thereforeexpenses that can be added back to Consolidated Net Income any losses resulting from any Asset Sales or Involuntary Disposition and (z) increased the maximum amount of fees and expenses that can be added back to Consolidated Net Income related to savings initiatives, Equity Transactions, the incurrence of Indebtedness and amendments to the Credit Documents from 10% to 15% of Consolidated EBITDA (determined prior to giving effect to such adjustments).
The Company’s obligations under the Credit Agreement continue to be secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of June 16, 2020, by and among the parties identified as Obligors therein and Regions Bank, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible personal assets (subject to certain exceptions) of the Company is unable to discloseand the Subsidiary Guarantors, including certain information required by ASC 805, Business Combinations, includingregistered intellectual property and the provisional amounts recognized ascapital stock of certain of the acquisition dateCompany’s direct and indirect subsidiaries. The Company’s obligations under the Credit Agreement also continue to be guaranteed by the Subsidiary Guarantors, excluding American HealthTech, which has been released from its obligations as a Subsidiary Guarantor in connection with the closing of the Transaction.
Credit Facility Fourth Amendment
On February 29, 2024, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, by and among the Company; the Subsidiary Guarantors; the Administrative Agent; and various other lenders. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
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The Fourth Amendment modified the term “Consolidated EBITDA” to provide that the additional following amounts will be added back to Consolidated Net Income: (i) costs and expenses related to the voluntary early retirement program during the fiscal year ending December 31, 2023; and (ii) fees, costs and expenses in categories identified to the Administrative Agent to the extent incurred during the fiscal year ending December 31, 2024, in an aggregate amount not to exceed $7.25 million. Additionally, the modified definition of “Consolidated EBITDA” limits the amount of pro forma “run rate” cost savings, operating expense reductions and synergies (collectively, “Savings”) related to the Viewgol Acquisition that can be added back to Consolidated Net Income to an aggregate amount not to exceed $6.6 million; however, Savings related to the Viewgol Acquisition are not subject to the cap of 15% of Consolidated EBITDA that otherwise applies to Savings related to Permitted Acquisitions, restructurings or cost savings initiatives.
Finally, the Consolidated Fixed Charge Coverage Ratio covenant was decreased from 1.25:1.00 to 1.15:1.00 for each major class of assets acquired, liabilities assumed and goodwill. A preliminary valuation assessment is expected to be provided on our quarterly report on Form 10-Q for the three month endedfiscal quarter ending March 31, 2022.
20.     COVID-19 PANDEMIC
In December 2019, a novel coronavirus disease ("COVID-19") was reported,2024 through and in January 2020, the World Health Organization ("WHO") declared it a Public Health Emergency of International Concern. In February 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and in March 2020, the WHO characterized COVID-19 as a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency.
The COVID-19 pandemic has caused, and is continuing to cause, severe economic, market, and other disruptions to the U.S. and global economies. The Company began experiencing adverse business conditions beginning in the latter half of March 2020, which have persisted through the date of this report, including the results of operations for the year ended December 31, 2021. Most notably:
Travel restrictions and social distancing protocols have created an additional challenge to our on-site implementation and sales teams. Although we have shown success with remote implementation models and our sales representatives are engaging in remote contact with existing customers and prospects, these restrictions and protocols are expected to continue to have an incrementally negative impact on implementation revenues and new sales generation.
Although patient volumes at our client hospitals have largely recovered from the severe declines in such volumes experienced during much of 2020, there can be no guarantee as to the permanence of this recovery.2024. As the overwhelming majority of TruBridge revenues are directly or indirectly correlated with client patient volumes, any further reduction in these patient volumes may negatively impact our related revenues.
Although we have experienced no notable disruption to our operating cash flows through the date of this report,the aforementioned limitations on travel and decreased client patient volumes increase the risk of decreased cash collections from our customers as long as these conditions persist. Such decreases in cash collections could be further negatively impacted by the amount and extent to which the pandemic impacts the financial condition and liquidity of our customers.
Despite these adverse business conditions, the pandemic has had a muted impact on our financial condition as of December 31, 2021. However,2023, the ultimate impactCompany was not in compliance with the Consolidated Fixed Charge Coverage Ratio required by the Credit Agreement, and the Fourth Amendment provides for a one-time waiver of COVID-19this failure as an event of default.
The Company’s obligations under the Credit Agreement continue to be secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of June 16, 2020, by and among the parties identified as Obligors therein and Regions Bank, as collateral agent, on our operations and financial performancea first priority basis by a security interest in future periods remains uncertain and will depend on future pandemic related developments, including the durationsubstantially all of the pandemic, any potential subsequent wavestangible and intangible personal assets (subject to certain exceptions) of COVID-19 infection, emergencethe Company and the Subsidiary Guarantors, including certain registered intellectual property and the capital stock of new variants,certain of the effectiveness, distribution,Company’s direct and acceptance of COVID-19 vaccines,indirect subsidiaries. The Company’s obligations under the Credit Agreement also continue to be guaranteed by the Subsidiary Guarantors.
Corporate Name Change and related government actionsRebranding
The Company changed its corporate name to prevent“TruBridge, Inc.” on March 4, 2024. Contemporaneous with this name change, the former wholly-owned subsidiaries Evident, LLC, TruBridge, LLC, and manage disease spread, all of which are uncertainTruCode, LLC were merged into the parent company, while the former wholly-owned subsidiary Rycan Technologies, Inc. was merged into its parent and cannot be predicted. Consequently, the ongoing pandemic could result in a material impact toanother wholly-owned subsidiary, Healthland Holding Inc. With these changes, the Company's future financial position, results of operations, cash flowsremaining legal structure includes TruBridge, Inc., the parent company, with Viewgol, LLC ("Viewgol"), iNetXperts, Corp. d/b/a Get Real Health, Healthcare Resource Group, Inc. ("HRG"), and liquidity.Healthland Holding Inc. as its wholly-owned subsidiaries.
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SCHEDULE II
COMPUTER PROGRAMS AND SYSTEMS,TRUBRIDGE, INC.
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
DescriptionDescription 
Balance at
beginning of
period
Additions
charged to cost
and expenses (1)

Deductions (2)
Balance at end
of period
Description 
Balance at
beginning of
period
Additions
charged to cost
and expenses (1)

Deductions (2)
Balance at end
of period
Allowance for credit losses deducted from accounts receivable in the balance sheetAllowance for credit losses deducted from accounts receivable in the balance sheet2019$2,124 $1,378 $(1,424)$2,078 
2020$2,078 $2,825 $(3,202)$1,701 
2021$1,701 $2,111 $(1,986)$1,826 
2022
2023
(1) Adjustments to allowance for change in estimates.
(2) Uncollectible accounts written off, net of recoveries.

DescriptionDescription 
Balance at
beginning of
period
Additions
charged to cost
and expenses (1)

Deductions (2)
Balance at end
of period
Description 
Balance at
beginning of
period
Additions
charged to cost
and expenses (1)

Deductions (2)
Balance at end
of period
Allowance for credit losses deducted from financing receivables in the balance sheetAllowance for credit losses deducted from financing receivables in the balance sheet2019$2,567 $970 $(566)$2,971 
2020$2,971 $1,632 $(3,114)$1,489 
2021$1,489 $481 $(1,248)$722 
2022
2023
(1) Adjustments to allowance for change in estimates.
(2) Uncollectible accounts written off, net of recoveries.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A.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, withwithin 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 May 12, 2021,October 16, 2023, we acquired TruCodeViewgol, LLC (“TruCode”Viewgol”), as further described in Note 3 to the consolidated financial statements. We continue to integrate policies, processes, people, technology and operations for our combined operations, and will continue to evaluate the impact of any related changes to internal controls over financial reporting during the fiscal year.
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ThereAs reported in our Quarter Report on Form 10-Q for the period ended September 30, 2023, we identified a material weakness in our internal control over financial reporting, as our controls over debt covenant monitoring and compliance were not operating with sufficient precision and timeliness. As of December 31, 2023, this weakness had been remediated with more robust and timely review controls around the related covenant calculations. Other than the remediation of this previously identified material weakness, there were no changes in the Company’s internal control over financialfinancing reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 20212023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
This report is included in Item 8 on page 6264 and is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
This report is included in Item 8 on page 6365 and is incorporated herein by reference.

ITEM 9B.OTHER INFORMATION.

(a) None.
Effective as(b) Rule 10b5-1 Trading Arrangements
From time to time, members of the filingCompany's Board of this Annual Report on Form 10-K, Troy D. Rosser, the Company’s Senior Vice President – SalesDirectors and a current “named executive officer”officers of the Company is no longer an “executive officer”may enter into Rule 10b5-1 trading plans, which allow for the purchase or sale of common stock under pre-established terms at times when directors and officers might otherwise be prevented from trading under insider trading laws or because of self-imposed blackout periods. Such trading plans are intended to satisfy the Company for purposesaffirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Rosser is maintaining his position and responsibilitiescomply with the Company; however,Company's insider trading policy. During the Board of Directors of the Company has made the determination that, based on the role and duties of Mr. Rosser and other individuals at the Company and the current structurethree months ended December 31, 2023, none of the Company’s business, Mr. Rosser should no longer be designateddirectors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as an “executive officer” (aseach term is defined in Rule 3b-7 under the Exchange Act)Item 408 of the Company for purposes of the Exchange Act.Regulation S-K.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.INSPECTIONS.
None.
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PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers (including our Chief Executive Officer and senior financial officers) and employees. We haveemployees which also adoptedincludes a separate code of ethics with additional guidelines and responsibilities applicable to our Chief Executive Officer and senior financial officers, known as the Code of Ethics for CEO and Senior Financial Officers. Copies of the Code of Business Conduct and Ethics and the Code of Ethics for CEO and Senior Financial Officers are available on CPSI’sTruBridge’s web site at www.cpsi.comwww.trubridge.com in the "Corporate Information" section under "Corporate Governance."
Other information required by this Item regarding executive officers is included in Part I of this Form 10-K under the caption "Executive Officers" in accordance with Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K.
Other information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from CPSI’sTruBridge’s definitive Proxy Statement for the 20222024 Annual Meeting of Stockholders (the "2022"2024 Proxy Statement") to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.

ITEM 11.EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from the 20222024 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes the securities that have been authorized for issuance as of December 31, 2023 under our Amended and Restated 2019 Incentive Plan (the “2019 Plan”), which was previously approved by our stockholders. The 2019 Plan is described in Note 9 to the consolidated financial statements included in Item 8 to this Form 10-K.

Number of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category(a)(b)(c)
Equity compensation plans approved by stockholders273,791 (1)N/A805,771 (2)
Equity compensation plans not approved by stockholdersNoneNoneNone
Total273,791 (1)N/A805,771 (2)
(1) Represents 273,791 target performance share awards outstanding under the 2019 Plan as of December 31, 2023. The number of shares of common stock earned and issuable under each performance share award will be determined at the end of a three-year performance period, based on the Company's achievement of performance goals predetermined by the Compensation Committee of the Board of Directors. Does not include 343,315 time-based restricted stock awards outstanding under the 2019 Plan as of December 31, 2023.
(2) Represents shares of common stock issuable pursuant to the 2019 Plan, assuming maximum payout of performance share awards outstanding as of December 31, 2023.
The additional information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from the 20222024 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from the 20222024 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from the 20222024 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
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PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (2) and (c) – Financial Statements and Financial Statement Schedules.
Financial Statements: The Financial Statements and related Financial Statements Schedule of CPSITruBridge are included herein in Part II, Item 8.
(a)(3) and (b) – Exhibits.
The exhibits listed on the Exhibit Index beginning on page 102110 of this this Annual Report on Form 10-K are filed herewith or are incorporated herein by reference.

ITEM 16.FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this the 15th day of March, 2022.2024.
 
TRUBRIDGE, INC.
COMPUTER PROGRAMS AND SYSTEMS, INC.
By: /s/ J. Boyd DouglasChristopher L. Fowler
 J. Boyd DouglasChristopher L. Fowler
 President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
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Name  Title Date
/s/ J. Boyd DouglasChristopher L. Fowler  President, Chief Executive Officer and Director (principal executive officer) March 15, 20222024
J. Boyd DouglasChristopher L. Fowler
/s/ Matt J. ChamblessVinay Bassi  
Chief Financial Officer,
Treasurer and Secretary
(principal financial officer)
 March 15, 20222024
Matt J. ChamblessVinay Bassi
/s/ David A. Dye  Chief GrowthOperating Officer and Director March 15, 20222024
David A. Dye
/s/ James B. BritainLance Park  Vice President – Finance and Controller (principal accounting officer) March 15, 20222024
James B. BritainLance Park
/s/ Glenn P. Tobin  Chairperson of the Board March 15, 20222024
Glenn P. Tobin
/s/ Mark V. AnquillareDirectorMarch 15, 2024
Mark V. Anquillare
/s/ Regina M. Benjamin  Director March 15, 20222024
Regina M. Benjamin
/s/ Christopher T. Hjelm  Director March 15, 20222024
Christopher T. Hjelm
/s/ Charles P. HuffmanDirectorMarch 15, 20222024
Charles P. Huffman
/s/ Denise W. WarrenDirectorMarch 15, 20222024
Denise W. Warren

101
109


Exhibit Index

Effective as of March 4, 2024, we changed our name to TruBridge, Inc. By operation of law, any reference to “CPSI” in these exhibits should be read as “TruBridge” as set forth in the Exhibit List below.
Exhibit
Number
  Description
  
 4.1
  
  
  
110


102


111


  
  
  
  
101  Interactive Data Files for CPSI’s
The following financial statements from the Company’s Annual Report on Form 10-K for the periodyear ended December 31, 20212023, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Stockholders' Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to the Consolidated Financial Statements
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Management compensation plan or arrangement

103
112