Cover page
Cover page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 09, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-49796 | ||
Entity Registrant Name | COMPUTER PROGRAMS AND SYSTEMS, INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 74-3032373 | ||
Entity Address, Address Line One | 54 St. Emanuel Street | ||
Entity Address, City or Town | Mobile | ||
Entity Address, State or Province | AL | ||
Entity Address, Postal Zip Code | 36602 | ||
City Area Code | 251 | ||
Local Phone Number | 639-8100 | ||
Title of 12(b) Security | Common Stock, par value $.001 per share | ||
Trading Symbol | CPSI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 458,075,176 | ||
Entity Common Stock, Shares Outstanding | 14,530,201 | ||
Documents Incorporated by Reference | Portions of the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein. | ||
Entity Central Index Key | 0001169445 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Atlanta, Georgia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,951 | $ 11,431 |
Accounts receivable, net of allowance for credit losses of $2,854 and $1,826, respectively | 51,311 | 34,431 |
Financing receivables, current portion, net | 4,474 | 6,488 |
Inventories | 784 | 855 |
Prepaid income taxes | 701 | 4,599 |
Prepaid expenses and other | 10,338 | 11,194 |
Total current assets | 74,559 | 68,998 |
Property and equipment, net | 9,884 | 11,590 |
Software development costs, net | 27,257 | 11,644 |
Operating lease assets | 7,567 | 7,097 |
Financing receivables, net of current portion | 3,312 | 7,231 |
Other assets, net of current portion | 8,131 | 3,874 |
Intangible assets, net | 102,000 | 95,203 |
Goodwill | 198,253 | 177,713 |
Total assets | 430,963 | 383,350 |
Current liabilities: | ||
Accounts payable | 7,035 | 8,079 |
Current portion of long-term debt | 3,141 | 4,394 |
Deferred revenue | 11,590 | 11,529 |
Accrued vacation | 6,214 | 5,262 |
Other accrued liabilities | 16,475 | 17,163 |
Total current liabilities | 44,455 | 46,427 |
Long-term debt, net of current portion | 136,388 | 94,966 |
Operating lease liabilities, net of current portion | 5,651 | 5,505 |
Deferred tax liabilities | 12,758 | 13,880 |
Total liabilities | 199,252 | 160,778 |
Stockholders’ equity: | ||
Common stock, $0.001 par value per share; 30,000 shares authorized; 14,913 shares issued at December 31, 2022 and 14,734 shares issued at December 31, 2021 | 15 | 15 |
Additional paid-in capital | 192,275 | 187,079 |
Retained earnings | 53,921 | 38,054 |
Treasury stock, 483 shares at December 31, 2022 and 89 shares at December 31, 2021 | (14,500) | (2,576) |
Total stockholders’ equity | 231,711 | 222,572 |
Total liabilities and stockholders’ equity | $ 430,963 | $ 383,350 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,854 | $ 1,826 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 30,000 | 30,000 |
Common stock, shares issued (in shares) | 14,913 | 14,734 |
Common stock, shares outstanding (in shares) | 14,913 | 14,734 |
Treasury stock, shares (in shares) | 483 | 89 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales revenues: | |||
Sales revenues: | $ 326,648 | $ 280,629 | $ 264,488 |
Costs of sales (exclusive of amortization shown separately below): | |||
Total costs of sales | 172,213 | 139,747 | 128,242 |
Gross profit | 154,435 | 140,882 | 136,246 |
Operating expenses: | |||
Product development | 30,926 | 30,389 | 33,457 |
Sales and marketing | 27,131 | 21,978 | 22,835 |
General and administrative | 56,192 | 50,022 | 47,479 |
Amortization of acquisition-related intangibles | 17,403 | 13,786 | 11,421 |
Total operating expenses | 131,652 | 116,175 | 115,192 |
Operating income | 22,783 | 24,707 | 21,054 |
Other income (expense): | |||
Other income | 1,178 | 1,529 | 1,494 |
Gain on contingent consideration | 565 | 0 | 0 |
Loss on extinguishment of debt | (125) | 0 | (202) |
Interest expense | (6,320) | (3,160) | (3,562) |
Total other income (expense) | (4,702) | (1,631) | (2,270) |
Income before taxes | 18,081 | 23,076 | 18,784 |
Provision for income taxes | 2,214 | 4,646 | 4,538 |
Net income | $ 15,867 | $ 18,430 | $ 14,246 |
Net income (loss) per share - basic (in dollars per share) | $ 1.08 | $ 1.26 | $ 0.98 |
Net income (loss) per share - diluted (in dollars per share) | $ 1.08 | $ 1.26 | $ 0.98 |
Weighted average shares outstanding used in per common share computations: | |||
Basic (in shares) | 14,356 | 14,290 | 14,038 |
Diluted (in shares) | 14,356 | 14,318 | 14,038 |
Revenue cycle | |||
Sales revenues: | |||
Sales revenues: | $ 179,870 | $ 131,242 | $ 107,431 |
Costs of sales (exclusive of amortization shown separately below): | |||
Total costs of sales | 97,010 | 66,015 | 57,461 |
Electronic health record | |||
Sales revenues: | |||
Sales revenues: | 139,823 | 143,109 | 152,954 |
Costs of sales (exclusive of amortization shown separately below): | |||
Total costs of sales | 71,347 | 70,664 | 69,361 |
Patient engagement | |||
Sales revenues: | |||
Sales revenues: | 6,955 | 6,278 | 4,103 |
Costs of sales (exclusive of amortization shown separately below): | |||
Total costs of sales | $ 3,856 | $ 3,068 | $ 1,420 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2019 | 14,356,000 | ||||
Beginning balance at Dec. 31, 2019 | $ 184,347 | $ 14 | $ 174,618 | $ 9,715 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 14,246 | 14,246 | |||
Issuance of restricted stock (in shares) | 156,000 | ||||
Issuance of restricted stock | $ 1 | (1) | |||
Forfeiture of common stock (in shares) | (1,000) | ||||
Stock-based compensation | 7,005 | 7,005 | |||
Treasury stock purchases | (1,261) | (1,261) | |||
Dividends | (4,337) | (4,337) | |||
Ending balance (in shares) at Dec. 31, 2020 | 14,511,000 | ||||
Ending balance at Dec. 31, 2020 | 200,000 | $ 15 | 181,622 | 19,624 | (1,261) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 18,430 | 18,430 | |||
Issuance of restricted stock (in shares) | 229,000 | ||||
Forfeiture of common stock (in shares) | (6,000) | ||||
Stock-based compensation | 5,457 | 5,457 | |||
Treasury stock purchases | (1,315) | (1,315) | |||
Ending balance (in shares) at Dec. 31, 2021 | 14,734,000 | ||||
Ending balance at Dec. 31, 2021 | 222,572 | $ 15 | 187,079 | 38,054 | (2,576) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 15,867 | 15,867 | |||
Exercise of stock options (in shares) | 4,000 | ||||
Exercise of stock option | 23 | 23 | |||
Issuance of restricted stock (in shares) | 189,000 | ||||
Forfeiture of common stock (in shares) | (14,000) | ||||
Stock-based compensation | 5,173 | 5,173 | |||
Treasury stock purchases | (11,924) | (11,924) | |||
Ending balance (in shares) at Dec. 31, 2022 | 14,913,000 | ||||
Ending balance at Dec. 31, 2022 | $ 231,711 | $ 15 | $ 192,275 | $ 53,921 | $ (14,500) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | |||
Net income, as reported | $ 15,867 | $ 18,430 | $ 14,246 |
Adjustments to net income: | |||
Provision for bad debt | 992 | 2,592 | 4,370 |
Deferred taxes | (6,688) | 3,502 | 2,755 |
Stock based compensation | 5,173 | 5,457 | 7,005 |
Depreciation | 2,443 | 2,156 | 1,790 |
Amortization of acquisition-related intangibles | 17,403 | 13,786 | 11,421 |
Amortization of software development costs | 3,484 | 931 | 118 |
Amortization of deferred finance costs | 332 | 293 | 317 |
Gain on contingent consideration | (565) | 0 | 0 |
Loss on extinguishment of debt | 125 | 0 | 202 |
Loss on disposal of property and equipment | 0 | 313 | 0 |
Changes in operating assets and liabilities (net of acquired assets and liabilities): | |||
Accounts receivable | (12,428) | (3,204) | 3,667 |
Financing receivables | 6,144 | 8,098 | 6,369 |
Inventories | 71 | 229 | 342 |
Prepaid expenses and other | (2,930) | (3,914) | (3,519) |
Accounts payable | (1,429) | (615) | (1,088) |
Deferred revenue | 61 | 2,099 | (498) |
Other liabilities | 422 | 401 | 2,097 |
Prepaid income taxes/income taxes payable | 3,898 | (2,810) | (452) |
Net cash provided by operating activities | 32,375 | 47,744 | 49,142 |
Investing Activities | |||
Purchases of property and equipment | (270) | (920) | (3,336) |
Purchase of business, net of cash received | (43,364) | (59,634) | 0 |
Investment in software development | (19,097) | (9,365) | (3,328) |
Net cash used in investing activities | (62,731) | (69,919) | (6,664) |
Financing Activities | |||
Dividends paid | 0 | 0 | (4,337) |
Proceeds from long-term debt | 575 | 0 | 64 |
Payments of long-term debt principal | (3,563) | (3,750) | (4,069) |
Proceeds from revolving line of credit | 48,000 | 61,000 | 0 |
Payments of revolving line of credit | (5,300) | (35,000) | (27,561) |
Payments of contingent consideration | (1,935) | 0 | 0 |
Proceeds from exercise of stock options | 23 | 0 | 0 |
Treasury stock purchases | (11,924) | (1,315) | (1,261) |
Net cash provided by (used in) financing activities | 25,876 | 20,935 | (37,164) |
Increase (decrease) in cash and cash equivalents | (4,480) | (1,240) | 5,314 |
Cash and cash equivalents at beginning of year | 11,431 | 12,671 | 7,357 |
Cash and cash equivalents at end of year | 6,951 | 11,431 | 12,671 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 5,863 | 2,817 | 3,245 |
Cash paid for income taxes, net of refund | 4,765 | 3,503 | 2,235 |
Supplemental disclosure of non-cash flow information: | |||
Write-off of fully depreciated assets | $ 0 | $ 0 | $ 1,618 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NATURE OF OPERATIONSComputer Programs and Systems, Inc. (“CPSI” or the “Company”) is a leading provider of healthcare solutions and services for community hospitals, their clinics and other healthcare systems. Founded in 1979, CPSI is the parent of six companies – Evident, LLC, American HealthTech, Inc. ("AHT"), TruBridge, LLC ("TruBridge"), iNetXperts, Corp. d/b/a Get Real Health, TruCode LLC ("TruCode"), and Healthcare Resource Group, Inc ("HRG"). 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. Evident provides comprehensive acute care EHR solutions for community hospitals and their affiliated clinics. AHT is one of the nation’s largest providers of post-acute care EHR solutions and services for post-acute care facilities. TruBridge focuses on providing business, consulting and managed IT services, along with its complete RCM solution, for all care settings. Get Real Health focuses on solutions aimed at improving patient engagement for individuals and healthcare providers. TruCode provides medical coding software that enables complete and accurate code assignment for optimal reimbursement. HRG provides specialized RCM solutions for facilities of all sizes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements of CPSI include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Cash and Cash Equivalents Cash and cash equivalents can include time deposits and certificates of deposit with original maturities of three months or less that are highly liquid and readily convertible to a known amount of cash. These assets are stated at cost, which approximates market value, due to their short duration or liquid nature. Change in Useful Lives of Intangible Assets In accordance with its policy, the Company reviews the estimated useful lives of its intangible assets on an ongoing basis. This review indicated that the actual lives of certain developed technology were shorter than the estimated useful lives used for amortization purposes in the Company's financial statements. As a result, effective January 1, 2021, the Company changed its estimates of the useful lives of certain developed technology to better reflect the estimated periods during which these assets will remain in service. The remaining useful life of certain developed technology that was 3.25 years at January 1, 2021 was reduced to 2 years, while the remaining useful life of certain developed technology that was 4.25 years was reduced to 3 years. The effect of this change was to increase 2021 amortization expense by approximately $1.0 million and decrease 2021 net income and basic and diluted earnings per share by $0.8 million and $0.06, respectively. Presentation Commencing with the fourth quarter of 2022, the Company realigned its reporting structure due to certain organizational changes. As a result, the Company changed its three reportable segments from (i) TruBridge, (ii) Acute Care Electronic Health Records ("EHR"), and (iii) Post-acute Care EHR to (i) Revenue Cycle Management ("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. Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company establishes a general allowance for credit losses based on collections history. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific allowance for credit losses may be recorded to reduce the related receivable to the amount expected to be recovered. Financing Receivables Financing receivables are comprised of short-term payment plans and sales-type leases. Short-term payment plans are stated at the amount the Company expects to collect and do not bear interest. Sales-type leases are initially recorded at the present value of the related minimum lease payments. An allowance for credit losses has been established for our financing receivables based on the historical level of customer defaults under such arrangements. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific reserve may be recorded to reduce the related receivable to the amount expected to be recovered. Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms, with amounts reclassified to accounts receivable when they become due. As a result, we evaluate the credit quality of our financing receivables on an ongoing basis utilizing an aging of receivables and write-offs, customer collection experience, the customer’s financial condition and known risk characteristics impacting the respective customer base, as well as existing economic conditions, to determine if any further allowance is necessary. Amounts are specifically charged off once all available means of collection have been exhausted. Inventories Inventories are stated at lower of cost or net realizable value using the average cost method. The Company’s inventories are comprised of computer equipment, forms and supplies. Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Additions and improvements to property and equipment that materially increase productive capacity or extend the life of an asset are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. Upon retirement or other disposition of such assets, the related costs and accumulated depreciation are removed from the respective accounts and any resulting gain or loss is included in the results of operations. Depreciation expense is computed using the straight-line method over the asset’s useful life, which is generally 5 years for computer equipment, furniture, and fixtures and 30 years for buildings. Leasehold improvements are depreciated over the shorter of the asset’s useful life or the remaining lease term. The Company reviews for the possible impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation expense is reported in the consolidated statements of operations as a component of costs of sales and operating expenses. Business Combinations We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; restructuring costs associated with a business combination are expensed as incurred; contingent consideration is measured at fair value at the acquisition date, with changes in fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management's estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses' operations are included in the Consolidated Statements of Operations of the combined entity beginning on the date of the acquisition. We have applied this acquisition method to the transactions described in Note 3 - Business Combinations. Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We test annually for impairment as of October 1. As part of our annual goodwill impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a quantitative goodwill impairment assessment, which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the total amount of goodwill allocated to that reporting unit. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered to be impaired. We determined there was no impairment to goodwill for any of the years ended December 31, 2022, 2021 or 2020. 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. We determined there was no impairment to purchased intangible assets as of December 31, 2022, 2021 or 2020. Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to clients in an amount that reflects the consideration we expect to receive in exchange for those products and services. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The Company employs the 5-step revenue recognition model under Accounting Standards Codification 606, Revenue from Contracts with Customers, to: (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Revenue is recognized net of shipping charges and any taxes collected from clients, which are subsequently remitted to governmental authorities. • Revenue Cycle Management Our RCM business unit provides an array of business processing services ("BPS") consisting of accounts receivable management, private pay services, insurance services, medical coding, electronic billing, statement processing, payroll processing, and contract management. Fees are recognized over the period of the client contractual relationship as the services are performed based on the stand-alone selling price ("SSP"), net of discounts. SSP for BPS services is determined based on observable stand-alone selling prices. Fees for many of these services are invoiced, and revenue recognized accordingly, based on the volume of transactions or a percentage of client accounts receivable collections. Payment is due monthly for BPS with certain amounts varying based on utilization and/or volumes. Our RCM business unit also provides professional IT services. Revenue from professional IT services is recognized as the services are performed based on SSP, which is determined by observable stand-alone selling prices. Payment is due monthly as services are performed. Lastly, our RCM business unit also provides certain software solutions and related support under Software as a Service ("SaaS") arrangements and time-based software licenses. Revenue from SaaS arrangements is recognized in a manner consistent with SaaS arrangements for EHR software, as discussed below. Revenue from time-based software licenses is recognized upon delivery to the client (“point in time”) and revenue from non-license components (i.e., support) is recognized ratably over the respective contract term (“over time”). SSP for time-based licenses is determined using the residual approach, while the non-license component is based on cost plus reasonable margin. • Electronic Health Records The Company enters into contractual obligations to sell perpetual software licenses, installation, conversion, and related training services, software application support, hardware, and hardware maintenance services to acute care community hospitals and post-acute providers. • Non-recurring Revenues • Perpetual software licenses and installation, conversion, and related training services are not considered separate and distinct performance obligations due to the proprietary nature of our software and are, therefore, accounted for as a single performance obligation on a module-by-module basis. Revenue is recognized as each module's implementation is completed based on the module's SSP, net of discounts. We determine each module's SSP using the residual method. Fees for licenses and installation, conversion, and related training services are typically due in three installments: (1) at placement of order, (2) upon installation of software and commencement of training, and (3) upon satisfactory completion of monthly accounting cycle or end-of-month operation by application and as applicable for each application. Often, short-term and/or long-term financing arrangements are provided for software implementations; refer to Note 11 - Financing Receivables for further information. EHR implementations include a system warranty that terminates thirty days from the software go-live date, the date which the client begins using the system in a live environment. • Hardware revenue is recognized separately from software licenses at the point in time it is delivered to the client. The SSP of hardware is cost plus a reasonable margin and revenue is recognized on a gross basis. Payment is generally due upon delivery of the hardware to the client. Standard manufacturer warranties apply to hardware. • Recurring Revenues • Software application support and hardware maintenance services sold with software licenses and hardware are separate and distinct performance obligations. Revenue for support and maintenance services is recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally three • Subscriptions to third-party content revenue is recognized as a separate performance obligation ratably over the subscription term based on SSP, which is cost plus a reasonable margin, and revenue is recognized on a gross basis. Payment is due monthly for subscriptions to third party content. • SaaS arrangements for EHR software and related conversion and training services are considered a single performance obligation. Revenue is recognized on a monthly basis as the SaaS service is provided to the client over the contract term. Payment is due monthly for SaaS services provided. Refer to Note 18 of the consolidated financial statements for further information, including revenue by client base (acute care or post-acute care) bifurcated by recurring and non-recurring revenue. • Patient Engagement The Company enters into contractual obligations to sell perpetual and term-based software licenses, implementation and customization professional services, and software application support services to a variety of healthcare organizations including hospital systems, health ministries, and government and non-profit organizations. • Non-recurring Revenues • Perpetual software licenses are sold only to one re-seller client and are considered a separate and distinct performance obligation. Revenue is recognized at the point in time perpetual licenses are delivered to the client, which occurs at the time of sale. The SSP of perpetual licenses is directly observable. Payment is generally due upon delivery of licenses. • Implementation and customization services are considered a separate and distinct performance obligation. Revenue is recognized over time based on SSP, which is generally directly observable. Payment for professional services is typically due in two installments: (1) upon signature of the agreement and (2) upon customer acceptance of the delivered services. • Recurring Revenues • Term-based software licenses are considered a separate and distinct performance obligation. Revenue is recognized based on SSP, which is directly observable, at the point in time the term-based licenses are delivered to the client or upon annual renewal. Payment is generally due upon delivery of licenses or upon annual renewal. • Software application support services sold with software licenses are separate and distinct performance obligations. The related revenues are recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally three Refer to Note 18 of the consolidated financial statements for further information. • Deferred Revenue Deferred revenue represents amounts invoiced to clients for which the services under contract have not been completed and revenue has not been recognized, including annual renewals of certain software subscriptions and customer deposits for implementations to be performed at a later date. Revenue is recognized ratably over the life of the software subscriptions as services are provided and at the point-in-time when implementations have been completed. The following table details deferred revenue for the years ended December 31, 2022 and 2021, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2022 2021 Beginning balance $ 11,529 $ 8,130 Deferred revenue recorded 25,579 23,393 Deferred revenue acquired — 1,300 Less deferred revenue recognized as revenue (25,518) (21,294) Ending balance $ 11,590 $ 11,529 The deferred revenue recorded for the years ended December 31, 2022 and 2021 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, 2022 and 2021 is comprised primarily of the periodic recognition of annual renewals that were deferred until earned and deposits for future EHR installations that were deferred until earned. • Costs to Obtain and Fulfill a Contract with a Customer Costs to obtain a contract include the commission costs related to SaaS and RCM arrangements, which are capitalized and amortized ratably over the expected life of the customer. As a practical expedient, we generally recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would have been one year or less. Costs to obtain a contract are expensed within sales and marketing expenses in the accompanying consolidated statements of operations. Contract fulfillment costs related to the implementation of SaaS arrangements are capitalized and amortized ratably over the expected life of the customer. Costs to fulfill contracts consist of the payroll costs for the implementation of SaaS arrangements, including time for training, conversion, and installation that is necessary for the software to be utilized. Contract fulfillment costs are expensed within the caption "Electronic health record - Cost of sales" in the accompanying consolidated statements of operations. Costs to obtain and fulfill contracts related to SaaS and RCM arrangements are included within the "Prepaid expenses and other" and "Other assets, net of current portion" line items on our consolidated balance sheets. The following table details costs to obtain and fulfill contracts with customers for the years ended December 31, 2022 and 2021, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2022 2021 Beginning balance $ 7,312 $ 5,992 Costs to obtain and fulfill contracts capitalized 11,361 7,256 Less costs to obtain and fulfill contracts recognized as expense (7,096) (5,936) Ending balance $ 11,577 $ 7,312 • Significant Judgments Our contracts with clients often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently narrow range. For performance obligations that are sold to different clients for a broad range of amounts, or for performance obligations that are never sold on a stand-alone basis, the residual method in determining SSP is applied and requires significant judgment. Allocating the transaction price, including estimating SSP of promised goods and services for contracts with discounts or variable consideration, may require significant judgment. Due to the short time frame of the implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the same reporting period. In scenarios where the Company enters into a contract that includes both a software license and BPS or other services that are charged based on volume of services rendered, the Company allocates variable amounts entirely to a distinct good or service. The terms of the variable payment relate specifically to the entity’s efforts to satisfy that performance obligation. Significant judgment is required in determining the expected life of a customer relationship, which is the amortization period for costs to obtain and fulfill a contract that have been capitalized. The Company determined that the expected life of the customer relationship is not materially different from the initial contract term based on the characteristics of the SaaS offering. • Remaining Performance Obligations Disclosures regarding remaining performance obligations are not considered material as the overwhelming majority of the Company's remaining performance obligations either (a) are related to contracts with an expected duration of one year or less, or (b) exhibit revenue recognition in the amount to which the Company has the right to invoice. Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material. Stock-Based Compensation The Company accounts for stock-based compensation according to the provisions of ASC 718, Compensation – Stock Compensation , which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period. Software Development Costs Our software solutions are offered to our clients through traditional perpetual licenses, term licenses and SaaS delivery models. Development costs associated with the solutions offered exclusively through a SaaS model are accounted for in accordance with ASC 350-40, Internal Use Software . All other client solution development costs are accounted for in accordance with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed . Under ASC 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 to the consolidated financial statements for further information relating to our software development costs. Income Taxes We account for income taxes in accordance with ASC 740, Accounting for Income Taxes . Under this topic, deferred income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize interest and penalties accrued related to unrecognized tax benefits in the consolidated statements of operations as a component of the provision for income taxes. We also make a provision for uncertain income tax positions in accordance with the ASC 740, Accounting for Income Taxes . These provisions require that a tax position taken in a tax return be recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. The topic also requires that changes in judgment that result in subsequent recognition, derecognition, or change in a measurement date of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the interim period in which the change occurs. 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", 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 2022 There were no new accounting standards required to be adopted in 2022 that would have a material impact on our consolidated financial statements. New Accounting Standards Yet to be Adopted We do not believe that any recently issued but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS Acquisition of Healthcare Resource Group On March 1, 2022, we acquired all of the assets and liabilities of Healthcare Resource Group, Inc., a Washington corporation ("HRG"), pursuant to a Stock Purchase Agreement dated March 1, 2022. Based in Spokane, Washington, HRG is a leading provider of customized RCM solutions and consulting services that enable hospitals and clinics to improve efficiency, profitability, and patient satisfaction. Consideration for the acquisition included cash (net of cash of the acquired entity) of $43.9 million (inclusive of seller's transaction expenses). During 2022, we incurred approximately $1.2 million of pre-tax acquisition costs in connection with the acquisition of HRG. Acquisition costs are included in general and administrative expenses in our consolidated statements of operations. Our acquisition of HRG was treated as a purchase in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Our allocation of the purchase price was based on management's judgment after evaluating several factors, including a valuation assessment. The allocation of the purchase price paid for HRG was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 3,989 Accounts receivable 5,655 Prepaid expenses 398 Property and equipment 467 Other assets 73 Intangible assets 24,200 Operating lease assets 1,315 Goodwill 20,750 Accounts payable and accrued liabilities (2,403) Deferred taxes, net (5,565) Operating lease liability (1,315) Net assets acquired $ 47,564 The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations. The fair value measurements of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables. Our consolidated statement of operations for the year ended December 31, 2022 includes revenues of approximately $34.1 million attributed to the acquired business since the March 1, 2022 acquisition date. However, due to the rapid pace of integration of HRG’s operations into the existing operations of our RCM business unit, the related costs are sufficiently commingled such that it is impracticable to distinguish those costs associated with HRG from those associated with the remainder of our RCM business unit. As such, the disclosure of earnings associated with this acquisition during the year ended December 31, 2022 has been omitted. The following unaudited pro forma revenue, net income and earnings per share amounts for the years ended December 31, 2022 and 2021 give effect to the HRG acquisition as if it had been completed on January 1, 2021. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the HRG acquisition been completed during the periods presented. In addition, the unaudited pro forma financial information does not purport to project future operating results. The pro forma information does not fully reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the HRG acquisition. Year Ended December 31, (In thousands, except per share data, unaudited) 2022 2021 Pro forma revenues $ 332,988 $ 314,474 Pro forma net income $ 16,629 $ 16,572 Pro forma diluted earnings per share $ 1.13 $ 1.13 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, 2021 and (ii) the pro forma adjustment to interest expense as a result of utilizing revolver debt to finance the acquisition. Acquisition of TruCode On May 12, 2021, we acquired all of the assets and liabilities of TruCode LLC, a Virginia limited liability company ("TruCode"), pursuant to a Stock Purchase Agreement dated May 12, 2021. Based in Alpharetta, Georgia, TruCode provides configurable, knowledge-based software that gives coders, clinical documentation improvement specialists and auditors the flexibility to code according to their knowledge, preferences and experience. The cloud-based medical coding solution is bundled with the TruBridge solutions and services to enhance revenue cycle performance for healthcare organizations of all sizes. Consideration for the acquisition included cash (net of cash of the acquired entity) of $59.9 million (inclusive of seller's transaction expenses), plus a contingent earnout payment of up to $15.0 million tied to TruCode's earnings before interest, tax, depreciation, and amortization ("EBITDA") (subject to certain pro-forma adjustments) for the twelve- month Our acquisition of TruCode was treated as a purchase in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Our allocation of the purchase price was based on management's judgment after evaluating several factors, including a valuation assessment. The allocation of the purchase price paid for TruCode was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 4,249 Accounts receivable 924 Prepaid expenses 2 Intangible assets 37,300 Goodwill 27,287 Accounts payable and accrued liabilities (1,840) Contingent consideration (2,500) Deferred revenue (1,300) Net assets acquired $ 64,122 The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations. The fair value measurements of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at December 31, 2022 and 2021: (In thousands) 2022 2021 Land $ 2,848 $ 2,848 Buildings and improvements 8,320 8,269 Computer equipment 8,228 7,868 Leasehold improvements 783 783 Office furniture and fixtures 1,008 682 Automobiles 18 18 21,205 20,468 Less: accumulated depreciation (11,321) (8,878) Property and equipment, net $ 9,884 $ 11,590 |
Software Development
Software Development | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Software Development | SOFTWARE DEVELOPMENT Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software . We capitalize incurred labor costs for software development from the time the preliminary project phase is completed until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We 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 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. 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, 2022 and 2021: (In thousands) 2022 2021 Software development costs $ 31,789 $ 12,693 Less: accumulated amortization (4,532) (1,049) Software development costs, net $ 27,257 $ 11,644 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | OTHER ACCRUED LIABILITIES Other accrued liabilities were comprised of the following at December 31, 2022 and 2021: (In thousands) 2022 2021 Salaries and benefits $ 8,430 $ 8,482 Severance 2,504 236 Commissions 1,280 1,158 Self-insurance reserves 1,358 1,409 Contingent consideration — 2,500 Other 840 1,786 Operating lease liabilities, current portion 2,063 1,592 Other accrued liabilities $ 16,475 $ 17,163 |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | NET INCOME PER SHARE The Company presents basic and diluted earnings per share ("EPS") data for its common stock. Basic EPS is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all dilutive potential common shares, including awards under stock-based compensation arrangements. The Company's unvested restricted stock awards (see Note 9) are considered participating securities under ASC 260, Earnings Per Share , because they entitle holders to non-forfeitable rights to dividends until the awards vest or are forfeited. When a company has a security that qualifies as a "participating security," the Codification requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to common stockholders, income is allocated to both common stock and participating securities based on their respective weighted average shares outstanding for the period, with net income attributable to common stockholders ultimately equaling net income less net income attributable to participating securities. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. The following is a calculation of the basic and diluted EPS for the Company's common stock, including a reconciliation between net income and net income attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020: (In thousands, except for per share data) 2022 2021 2020 Basic EPS Numerator Net income $ 15,867 $ 18,430 $ 14,246 Less: Net income attributable to participating securities (311) (409) (429) Net income attributable to common stockholders $ 15,556 $ 18,021 $ 13,817 Denominator Weighted average shares outstanding used in basic per common share computations 14,356 14,290 14,038 Basic EPS $ 1.08 $ 1.26 $ 0.98 Diluted EPS Numerator Net income attributable to common stockholders for diluted EPS $ 15,556 $ 18,021 $ 13,817 Denominator Weighted average shares outstanding used in basic per common share computations 14,356 14,290 14,038 Weighted average effect of dilutive securities: Performance share awards — 28 — Weighted average shares outstanding used in diluted per common share computations 14,356 14,318 14,038 Diluted EPS $ 1.08 $ 1.26 $ 0.98 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes . These provisions require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company did not have any unrecognized tax positions as of December 31, 2022 and 2021. The federal returns for tax years 2019 through 2021 remain open to examination, and the tax years 2018 through 2021 remain open to examination by certain other taxing jurisdictions to which the Company is subject. Additional years may be open to the extent attributes are being carried forward to an open year. Deferred income taxes arise from the temporary differences in the recognition of income and expenses for tax purposes. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Deferred tax assets and liabilities were comprised of the following at December 31, 2022 and 2021: (In thousands) 2022 2021 Deferred tax assets: Accounts receivable and financing receivables $ 877 $ 625 Accrued vacation 907 678 Stock-based compensation 1,909 1,905 Deferred revenue 1,002 988 Research expenditures 9,779 — Accrued severance 490 44 Right of use asset 1,848 1,740 Credits — 2,472 Other (93) 15 Net operating loss 3,738 3,560 Deferred tax assets 20,457 12,027 Less: Valuation allowance 604 622 Total deferred tax assets $ 19,853 $ 11,405 Deferred tax liabilities: Intangible assets $ 20,941 $ 18,002 Accrued liabilities and other 9,259 4,668 Fixed assets 527 875 Right of use liability 1,884 $ 1,740 Total deferred tax liabilities $ 32,611 $ 25,285 Total net deferred tax liability $ (12,758) $ (13,880) 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 provision for the years ended December 31, 2022, 2021 and 2020 were as follows: (In thousands) 2022 2021 2020 Current provision: Federal $ 6,482 $ 731 $ 244 State 2,420 413 1,539 Deferred provision: Federal (4,769) 3,331 2,766 State (1,919) 171 (11) Total income tax provision $ 2,214 $ 4,646 $ 4,538 The difference between income taxes at the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2022, 2021 and 2020, and those reported in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 are as follows: (In thousands) 2022 2021 2020 Income taxes at U.S. federal statutory rate $ 3,797 $ 4,846 $ 3,945 Provision-to-return adjustments (539) 117 455 State income tax, net of federal tax effect 428 509 908 Tax credits (1,254) (1,274) (958) Contingent consideration (406) — — Stock-based compensation (112) (74) 255 Non-deductible compensation - 162(m) 306 510 — Other (6) 12 (67) Total income tax provision $ 2,214 $ 4,646 $ 4,538 Our effective tax rates for the years ended December 31, 2022, 2021 and 2020 were 12%, 20% and 24% respectively. Our effective tax rate for 2022 was impacted by the non-taxable nature of our recorded gain on contingent consideration, which served to reduce the year's effective tax rate by 2.2%, while lowered provision-to-return adjustments resulted in an incremental 3.5% decrease in our effective tax rate for 2022 compared to 2021. We have federal net operating loss carryforwards related to the acquisition of HHI and Get Real Health of $5.9 million, $7.9 million and $12.2 million for the years ending December 31, 2022, 2021, and 2020, respectively, which expire at various dates from 2026 to 2035. We have state net operating loss carryforwards related to the acquisition of HHI and Get Real Health of $39.8 million, $29.9 million and $34.4 million for the years ending December 31, 2022, 2021, and 2020, respectively, which expire at various dates from 2023 to 2036. |
Stock-Based Compensation and Eq
Stock-Based Compensation and Equity | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Equity | STOCK-BASED COMPENSATION AND EQUITY The Company's stock-based compensation awards are in the form of restricted stock and performance share awards granted pursuant to the Company's Amended and Restated 2019 Incentive Plan (the "Plan"). Stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period. As of December 31, 2022, there was a total o f 1,168,382 sh ar es of common stock reserved under the Plan for issuance under future share-based payment arrangements. The following table details total stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, included in the consolidated statements of operations: (In thousands) 2022 2021 2020 Costs of sales $ 809 $ 990 $ 1,474 Operating expenses 4,364 4,467 5,531 Pre-tax stock-based compensation expense 5,173 5,457 7,005 Less: income tax effect (1,086) (1,146) (1,471) Net (after tax) stock-based compensation expense $ 4,087 $ 4,311 $ 5,534 As of December 31, 2022, there was $6.0 million of unrecognized compensation cost related to unvested or unearned, as applicable, stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted-average period of 1.9 years. Restricted Stock The Company grants restricted stock to executive officers, certain key employees and non-employee directors under the Plan with the fair value of the awards representing the fair value of the common stock on the date the restricted stock is granted. Shares of restricted stock generally vest in equal annual installments over the applicable vesting period, which ranges from one Although no such one-year performance share awards were granted during 2022, shares issued pursuant to past one-year performance share awards are still subject to vesting. A summary of restricted stock activity (including shares of restricted stock issued pursuant to the settlement of performance share awards) under the Plan during the years ended December 31, 2022, 2021 and 2020 is as follows: Shares Weighted-Average Grant-Date Fair Value Unvested stock outstanding at January 1, 2020 525,859 $ 30.51 Granted 136,771 26.16 Performance share awards converted to restricted stock 19,678 30.15 Vested (268,067) 30.80 Forfeited (1,274) 26.16 Unvested stock outstanding at December 31, 2020 412,967 $ 28.87 Granted 153,700 31.22 Vested (245,455) 29.16 Forfeited (6,329) 29.10 Unvested stock outstanding at December 31, 2021 314,883 $ 29.79 Granted 161,375 34.22 Vested (181,405) 29.79 Forfeited (13,692) 31.66 Unvested stock outstanding at December 31, 2022 281,161 $ 32.24 Performance Share Awards The Company grants performance share awards to executive officers and certain key employees under the Plan, with the number of shares of common stock earned and issuable under each award determined at the end of a three-year performance period, based on the Company's achievement of performance goals predetermined by the Compensation Committee of the Board of Directors at the time of grant. These performance share awards include a modifier to the total number of shares earned based on the Company's total shareholder return ("TSR") compared to a small-cap stock market index. If certain levels of the performance objective are met, the award results in the issuance of shares of common stock corresponding to such level. Performance share awards that result in the issuance of shares of common stock are not subject to time-based vesting at the conclusion of the three-year performance period. In the event that the Company's financial performance meets the predetermined targets for the performance objectives of the performance share awards, the Company will issue each award recipient the number of shares of common stock equal to the target award specified in the individual's underlying performance share award agreement. In the event the financial results of the Company exceed the predetermined targets, additional shares up to the maximum award may be issued. In the event the financial results of the Company fall below the predetermined targets, a reduced number of shares may be issued. If the financial results of the Company fall below the threshold performance levels, no shares will be issued. The total number of shares issued for the performance share award may be increased, decreased, or unchanged based on the TSR modifier described above. The recipients of performance share awards do not receive dividends or possess voting rights during the performance period and, accordingly, the fair value of the performance share awards is the quoted market value of CPSI's common stock on the grant date less the present value of the expected dividends not received during the relevant period. The TSR modifier applicable to the performance share awards is considered a market condition and therefore is reflected in the grant date fair value of the award. A Monte Carlo simulation has been used to account for this market condition in the grant date fair value of the award. Expense related to performance share awards is recognized using ratable straight-line amortization over the three-year performance period. In the event the Company determines it is no longer probable that the minimum performance level will be achieved, all previously recognized compensation expense related to the applicable awards is reversed in the period such a determination is made. A summary of performance share award activity under the Plan for the years ended December 31, 2022, 2021 and 2020, 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, 2020 200,709 $ 30.75 Granted 107,298 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, 2020 252,852 $ 29.27 Granted 93,444 31.26 Forfeited or unearned (20,373) 29.92 Performance share awards converted to restricted stock (75,971) 30.50 Performance share awards outstanding at December 31, 2021 249,952 $ 29.59 Granted 101,799 37.98 Forfeited or unearned (72,059) 32.74 Vested and issued (27,317) 31.75 Performance share awards outstanding at December 31, 2022 252,375 $ 31.84 Stock Repurchases |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | CONCENTRATION OF CREDIT RISK Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of temporary cash investments and trade receivables (including financing receivables). The Company places its temporary cash investments with credit-worthy, high-quality financial institutions. The Company’s customer base is concentrated in the healthcare industry. Customers are primarily located throughout the United States. The Company requires no collateral or other security to support customer trade receivables. An allowance for credit losses for trade receivables and an allowance for credit losses for financing receivables have been established for potential credit losses based on historical collection experience. The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. |
Financing Receivables
Financing Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Financing Receivables | FINANCING RECEIVABLES Short-Term Payment Plans The Company provides fixed monthly payment arrangements ("short-term payment plans") over terms ranging from three (In thousands) 2022 2021 Short-term payment plans, gross $ 330 $ 121 Less: allowance for credit losses (16) (6) Short-term payment plans, net $ 314 $ 115 Long-Term Financing Arrangements Additionally, the Company provides financing for purchases of its information and patient care systems to certain healthcare providers under long-term financing arrangements expiring in various years through 2028. Under long-term financing arrangements, the transaction price is adjusted by a discount rate that reflects market conditions and that would be used for a separate financing transaction between the Company and licensee at contract inception, and takes into account the credit characteristics of the licensee and market interest rates as of the date of the agreement. As such, the amount of fixed fee revenue recognized at the beginning of the license term will be reduced by the calculated financing component. As payments are received from the licensee, the Company recognizes a portion of the financing component as interest income, reported as other income in the consolidated statements of operations. These receivables typically have terms from two The decrease in long-term financing arrangement balances during 2022 is primarily a result of the continued evolution of customer licensing preferences. Although the overwhelming majority of our historical EHR installations prior to 2019 were made under a perpetual license model, the dramatic shift in customer preferences to a SaaS license model began during 2019 with 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 68% of new acute care EHR installations in 2020, 63% in 2021 and 100% in 2022. Due to the nature of the revenue recognition requirements for SaaS arrangements coupled with recurring monthly payments, these arrangements do not give rise to long-term financing arrangements. The components of these receivables were as follows on December 31, 2022 and 2021: (In thousands) 2022 2021 Long-term financing arrangements, gross $ 8,683 $ 15,659 Less: allowance for credit losses (533) (716) Less: unearned income (678) (1,339) Long-term financing arrangements, net $ 7,472 $ 13,604 Future minimum payments to be received subsequent to December 31, 2022 are as follows: (In thousands) 2023 $ 4,533 2024 2,665 2025 1,309 2026 153 2027 15 Thereafter 8 Total minimum payments to be received 8,683 Less: allowance for credit losses (533) Less: unearned income (678) Receivables, net $ 7,472 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, 2022 and 2021: (In thousands) Beginning Balance Provision Charge-offs Recoveries Ending Balance December 31, 2022 $ 722 $ (211) $ 38 $ — $ 549 December 31, 2021 $ 1,489 $ 481 $ (1,248) $ — $ 722 The Company’s financing receivables are comprised of a single portfolio segment, as the balances are all derived from short-term payment plan arrangements and long-term financing arrangements within our target market of community hospitals. The Company evaluates the credit quality of its financing receivables based on a combination of factors, including, but not limited to, customer collection experience, economic conditions, the customer’s financial condition, and known risk characteristics impacting the respective customer base of community hospitals, the most notable of which relate to enacted and potential changes in Medicare and Medicaid reimbursement rates as community hospitals typically generate a significant portion of their revenues and related cash flows from beneficiaries of these programs. In addition to specific account identification, the Company utilizes historical collection experience to establish the allowance for credit losses. Financing receivables are written off only after the Company has exhausted all collection efforts. Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms. To facilitate customer collection and credit monitoring efforts, financing receivable amounts are invoiced and reclassified to trade accounts receivable when they become due, with all invoiced amounts placed on nonaccrual status. As a result, all past due amounts related to the Company’s financing receivables are included in trade accounts receivable in the accompanying consolidated balance sheets. The following is an analysis of the age of financing receivables amounts (excluding short-term payment plans) that have been reclassified to trade accounts receivable and were past due as of December 31, 2022 and 2021: (In thousands) 1 to 90 Days Past Due 91 to 180 Days Past Due 181 + Days Past Due Total Past Due December 31, 2022 $ 1,086 $ 278 $ 283 $ 1,647 December 31, 2021 $ 713 $ 78 $ 73 $ 864 From time to time, the Company may agree to alternative payment terms outside of the terms of the original financing receivable agreement due to customer difficulties in achieving the original terms. In general, such alternative payment arrangements do not result in a re-aging of the related receivables. Rather, payments pursuant to any alternative payment arrangements are applied to the already outstanding invoices beginning with the oldest outstanding invoices as the payments are received. Because amounts are reclassified to trade accounts receivable when they become due, there are no past due amounts included within the financing receivables or the financing receivables, current portion, net amounts in the accompanying consolidated balance sheets. The Company utilizes an aging of trade accounts receivable as the primary credit quality indicator for its financing receivables, which is facilitated by the reclassification of customer payment amounts to trade accounts receivable when they become due. The table below categorizes customer financing receivable balances (excluding short term payment plans), none of which are considered past due, based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable: (In thousands) December 31, 2022 December 31, 2021 Stratification of uninvoiced client financing receivables based on aging of related trade accounts receivable: Uninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past Due $ 3,876 $ 9,100 Uninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past Due 1,369 329 Uninvoiced client financing receivables related to trade accounts receivable that are 181+Days Past Due 1,894 386 Total uninvoiced client financing receivables balances of clients with a trade accounts receivable $ 7,139 $ 9,815 Total uninvoiced client financing receivables of clients with no related trade accounts receivable 866 4,505 Total financing receivables with contractual maturities of one year or less 330 121 Less: allowance for credit losses (549) (722) Total financing receivables $ 7,786 $ 13,719 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL Our purchased definite-lived intangible assets as of December 31, 2022 and 2021 are summarized as follows: Total December 31, 2022 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 112,570 $ 12,320 $ 37,600 $ — $ 162,490 Intangible assets acquired 19,600 — 3,200 1,400 24,200 Accumulated amortization (52,371) (6,076) (26,010) (233) (84,690) Net intangible assets as of December 31, 2022 $ 79,799 $ 6,244 $ 14,790 $ 1,167 $ 102,000 Weighted average remaining years of useful life 8 13 8 4 10 December 31, 2021 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 84,370 $ 11,120 $ 29,700 $ — $ 125,190 Intangible assets acquired 28,200 1,200 7,900 — 37,300 Accumulated 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 The following table represents the remaining amortization of definite-lived intangible assets as of December 31, 2022: (In thousands) For the year ended December 31, 2023 $ 16,058 2024 14,523 2025 14,208 2026 12,919 2027 9,047 Due thereafter 35,245 Total $ 102,000 The following table sets forth the change in the carrying amount of goodwill by segment for the years ended December 31, 2022, 2021, and 2020: (In thousands) Revenue cycle Electronic health record Patient engagement Total Balance as of December 31, 2019 $ 13,784 $ 126,665 $ 9,767 $ 150,216 Balance as of December 31, 2020 13,784 126,665 9,767 150,216 Goodwill acquired 27,497 — — 27,497 Balance as of December 31, 2021 41,281 126,665 9,767 177,713 Goodwill acquired 20,540 — — 20,540 Balance as of December 31, 2022 $ 61,821 $ 126,665 $ 9,767 $ 198,253 We determined there was no impairment to goodwill as of December 31, 2022, 2021, or 2020. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt was comprised of the following at December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Term loan facility $ 67,375 $ 69,375 Revolving credit facility 73,700 31,000 Debt obligations 141,075 100,375 Less: debt issuance costs (1,546) (1,015) Debt obligation, net 139,529 99,360 Less: current portion (3,141) (4,394) Long-term debt $ 136,388 $ 94,966 As of December 31, 2022, 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, 2022 was 6.39%. Credit Agreement In conjunction with our acquisition of HHI in January 2016, we entered into a syndicated credit agreement with Regions Bank ("Regions") serving as administrative agent, which provided for a $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 included 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 included a $70 million term loan facility and a $160 million revolving credit facility. In addition, the interest rate provisions of the First Amendment reflect the transition from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as the new benchmark interest rate for each loan. Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted SOFR rate for the relevant interest period, subject to a floor of 0.50%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin for SOFR loans and the letter of credit fee ranges from 1.8% to 3.0%. The applicable margin for base rate loans ranges from 0.8% to 2.0%, in each case based on the Company's consolidated net leverage ratio. Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning June 30, 2022, with quarterly principal payments of approximately $0.9 million through March 31, 2027, with maturity on May 2, 2027 or such earlier date as the obligations under the Amended and Restated Credit Agreement become due and payable pursuant to the terms of such agreement. Any principal outstanding under the revolving credit facility is due and payable on the maturity date. Anticipated annual future maturities of the term loan facility and revolving credit facility are as follows as of December 31, 2022: (In thousands) 2023 $ 3,500 2024 3,500 2025 3,500 2026 3,500 Thereafter 127,075 $ 141,075 Our credit facilities are secured pursuant to an Amended and Restated Pledge and Security Agreement, dated June 16, 2020, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors. The First Amendment provides incremental facility capacity of $75 million, subject to certain conditions. The Amended and Restated Credit Agreement, as amended by the First Amendment, includes a number of restrictive covenants that, among other things and in each case subject to certain exceptions and baskets, impose operating and financial restrictions on the Company and the Subsidiary Guarantors, including the ability to incur additional debt; incur liens and encumbrances; make certain restricted payments, including paying dividends on the Company's equity securities or payments to redeem, repurchase or retire the Company's equity securities (which are subject to our compliance, on a pro forma basis to give effect to the restricted payment, with the fixed charge coverage ratio and consolidated net leverage ratio described below); enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with affiliates; and materially alter the business we conduct. The First Amendment requires the Company to maintain a minimum fixed charge coverage ratio of 1.25:1.00 throughout the duration of such agreement. Under the First Amendment, the Company is required to comply with a maximum consolidated net leverage ratio of 3.75:100 for each quarter through March 31, 2023, after which time the maximum consolidated net leverage ratio will be 3.50:1.00. Further, under the First Amendment, in connection with any acquisition by the Company exceeding $25 million, the Company may elect to increase the maximum permitted consolidated net leverage ratio for the fiscal quarter in which the acquisition occurs and each of the following three fiscal quarters by 0.50:1.00 above the otherwise permitted maximum. If the consolidated net leverage ratio is less than 2.50:1:00, there is no limit on the amount of incremental facilities. The Amended and Restated Credit Agreement, as amended also contains customary representations and warranties, affirmative covenants and events of default. We believe that we were in compliance with the covenants contained in the credit agreement as of December 31, 2022. On March 9, 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. 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. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | BENEFIT PLANS In January 1994, the Company adopted the CPSI 401(k) Retirement Plan that covers all eligible employees of the Company. The plan allows eligible employees to contribute up to 60% of their pre-tax earnings up to the statutory limit prescribed by the Internal Revenue Service. The Company matches a discretionary amount determined by the Board of Directors. The Company contributed approximately $3.5 million, $3.2 million, and $3.2 million to the plan for the years ended December 31, 2022, 2021 and 2020, 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, 2022 and 2021 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. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | OPERATING LEASES The Company leases office space in various locations in Alabama, Pennsylvania, Minnesota, Maryland, Mississippi and Washington. These leases have terms expiring from 2022 through 2030 but do contain optional extension terms. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense 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. Supplemental balance sheet information related to operating leases is as follows: (In thousands) December 31, 2022 Operating lease assets: Operating lease assets $ 7,567 Operating lease liabilities: Other accrued liabilities 2,063 Operating lease liabilities, net of current portion 5,651 Total operating lease liabilities $ 7,714 Weighted average remaining lease term in years 5 Weighted average discount rate 4.4% Because our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We used the incremental borrowing rate on January 1, 2019, for operating leases that commenced prior to that date. The future minimum lease payments payable under these operating leases subsequent to December 31, 2022 are as follows: (In thousands) 2023 $ 2,063 2024 1,994 2025 1,258 2026 1,225 2027 911 Thereafter 1,154 Total lease payments 8,605 Less imputed interest (891) Total $ 7,714 Total rent expense for the years ended December 31, 2022, 2021, and 2020 was $2.2 million, $1.8 million, and $1.7 million, respectively. Total cash paid for amounts included in the measurement of lease liabilities within operating cash flows from operating leases for the year ended December 31, 2022, 2021, and 2020 was $2.2 million, $1.8 million, and $1.7 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIESFrom time to time, the Company is involved in routine litigation that arises in the ordinary course of business. Management does not believe it is reasonably possible that such matters will have a material adverse effect on the Company’s financial statements. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and expands financial statement disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Codification topic does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. The Codification topic requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. As of December 31, 2022, we did not have any instruments that require fair value measurement. As of December 31, 2021, we measured the fair value of contingent consideration that represents the potential earnout incentive for TruCode’s former equity holders. We estimated the fair value of the contingent consideration based on the probability of TruCode meeting EBITDA targets (subject to certain pro-forma adjustments). We did not have any other instruments that required fair value measurement as of December 31, 2021. The following table summarizes the carrying amount and fair value of the contingent consideration at December 31, 2021: Fair Value at December 31, 2021 Using (In thousands) Carrying Amount at 12/31/21 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Description Contingent Consideration $ 2,500 $ — $ — $ 2,500 Total $ 2,500 $ — $ — $ 2,500 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING Our chief operating decision makers ("CODM") previously utilized the following three operating segments, "Acute Care EHR", "Post-acute Care EHR" and "TruBridge". However, in the fourth quarter of 2022, the Company made a number of changes to its organizational structure and management system to better align the Company's operating model to its strategic initiatives. As a result of these changes, the Company revised its operating segments. The new operating and reportable segments, based on our three distinct business units with unique market dynamics and opportunities, are RCM, EHR, and "Patient Engagement". These segments represent the components of the Company for which separate financial information is available that is utilized on a regular basis by the CODM in assessing segment performance and in allocating the Company's resources. Management evaluates the performance of the segments based on revenues and adjusted EBITDA. The Company previously evaluated the performance of the segments based on segment gross profit. Management believes adjusted EBITDA is a useful measure to assess the performance and liquidity of the Company as it provides meaningful operating results by excluding the effects of expenses that are not reflective of its operating business performance. Our CODM group is comprised of the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. Accounting policies for each of the reportable segments are the same as those used on a consolidated basis. The segment disclosures below for the years ended December 31, 2022, 2021, and 2020 have been recast to conform to the current year presentation. Adjusted EBITDA consists of GAAP net income as reported and adjusts for (i) deferred revenue purchase accounting adjustments arising from purchase allocation adjustments related to business acquisitions; (ii) depreciation expense; (iii) amortization of software development costs; (iv) amortization of acquisition-related intangible assets; (v) stock-based compensation; (vi) severance and other non-recurring charges; (vii) interest expense and other, net; (viii) gain on contingent consideration; and (ix) the provision for income taxes. There are no intersegment revenues to be eliminated in computing segment revenue. The following table presents a summary of the revenues and adjusted EBITDA of our three operating segments for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, (In thousands) 2022 2021 2020 Revenues: RCM $ 179,870 $ 131,242 $ 107,431 EHR Recurring revenue Acute Care EHR $ 109,340 $ 108,440 $ 105,597 Post-acute Care EHR $ 15,384 $ 16,472 $ 16,272 Total recurring EHR revenues 124,724 124,912 121,869 Non-recurring revenue Acute Care EHR $ 13,138 $ 16,939 $ 29,173 Post-acute Care EHR $ 1,961 $ 1,258 $ 1,912 Total non-recurring EHR revenues 15,099 18,197 31,085 Total EHR revenue 139,823 143,109 152,954 Patient engagement 6,955 6,278 4,103 Total revenues $ 326,648 $ 280,629 $ 264,488 Adjusted EBITDA by Segment: RCM 36,242 30,211 22,780 EHR 19,091 23,061 21,488 Patient engagement 566 (595) (881) Total adjusted EBITDA $ 55,899 $ 52,677 $ 43,387 The following table reconciles net income to adjusted EBITDA: Year Ended December 31, (In thousands) 2022 2021 2020 Net income, as reported $ 15,867 $ 18,430 $ 14,246 Deferred revenue and other acquisition-related adjustments 109 747 — Depreciation expense 2,443 2,156 1,790 Amortization of software development costs 3,484 931 118 Amortization of acquisition-related intangibles 17,403 13,786 11,421 Stock-based compensation 5,173 5,457 7,005 Severance and other non-recurring charges 4,504 4,892 1,999 Interest expense and other, net 5,267 1,632 2,270 Gain on contingent consideration (565) — — Provision for income taxes 2,214 4,646 4,538 Total adjusted EBITDA $ 55,899 $ 52,677 $ 43,387 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSOn March 10, 2023, the Company entered into an amendment to the credit agreement with Regions. 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. 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. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | VALUATION AND QUALIFYING ACCOUNTS (In thousands) Description Balance at beginning of period Additions charged to cost and expenses (1) Deductions (2) Balance at end of period Allowance for credit losses deducted from accounts receivable in the balance sheet 2020 $ 2,078 $ 2,825 $ (3,202) $ 1,701 2021 $ 1,701 $ 2,111 $ (1,986) $ 1,826 2022 $ 1,826 $ 1,203 $ (175) $ 2,854 (1) Adjustments to allowance for change in estimates. (2) Uncollectible accounts written off, net of recoveries. Description Balance at beginning of period Additions charged to cost and expenses (1) Deductions (2) Balance at end of period Allowance for credit losses deducted from financing receivables in the balance sheet 2020 $ 2,971 $ 1,632 $ (3,114) $ 1,489 2021 $ 1,489 $ 481 $ (1,248) $ 722 2022 $ 722 $ (211) $ 38 $ 549 (1) Adjustments to allowance for change in estimates. (2) Uncollectible accounts written off, net of recoveries. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of CPSI include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents can include time deposits and certificates of deposit with original maturities of three months or less that are highly liquid and readily convertible to a known amount of cash. These assets are stated at cost, which approximates market value, due to their short duration or liquid nature. |
Change in Useful Lives of Intangible Assets | Change in Useful Lives of Intangible Assets In accordance with its policy, the Company reviews the estimated useful lives of its intangible assets on an ongoing basis. This review indicated that the actual lives of certain developed technology were shorter than the estimated useful lives used for amortization purposes in the Company's financial statements. As a result, effective January 1, 2021, the Company changed its estimates of the useful lives of certain developed technology to better reflect the estimated periods during which these assets will remain in service. The remaining useful life of certain developed technology that was 3.25 years at January 1, 2021 was reduced to 2 years, while the remaining useful life of certain developed technology that was 4.25 years was reduced to 3 years. The effect of this change was to increase 2021 amortization expense by approximately $1.0 million and decrease 2021 net income and basic and diluted earnings per share by $0.8 million and $0.06, respectively. |
Presentation | Presentation Commencing with the fourth quarter of 2022, the Company realigned its reporting structure due to certain organizational changes. As a result, the Company changed its three reportable segments from (i) TruBridge, (ii) Acute Care Electronic Health Records ("EHR"), and (iii) Post-acute Care EHR to (i) Revenue Cycle Management ("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. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company establishes a general allowance for credit losses based on collections history. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific allowance for credit losses may be recorded to reduce the related receivable to the amount expected to be recovered. |
Financing Receivables | Financing Receivables Financing receivables are comprised of short-term payment plans and sales-type leases. Short-term payment plans are stated at the amount the Company expects to collect and do not bear interest. Sales-type leases are initially recorded at the present value of the related minimum lease payments. An allowance for credit losses has been established for our financing receivables based on the historical level of customer defaults under such arrangements. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific reserve may be recorded to reduce the related receivable to the amount expected to be recovered. Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms, with amounts reclassified to accounts receivable when they become due. As a result, we evaluate the credit quality of our financing receivables on an ongoing basis utilizing an aging of receivables and write-offs, customer collection experience, the customer’s financial condition and known risk characteristics impacting the respective customer base, as well as existing economic conditions, to determine if any further allowance is necessary. Amounts are specifically charged off once all available means of collection have been exhausted. |
Inventories | InventoriesInventories 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 Property and equipment is recorded at cost, less accumulated depreciation. Additions and improvements to property and equipment that materially increase productive capacity or extend the life of an asset are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. Upon retirement or other disposition of such assets, the related costs and accumulated depreciation are removed from the respective accounts and any resulting gain or loss is included in the results of operations. Depreciation expense is computed using the straight-line method over the asset’s useful life, which is generally 5 years for computer equipment, furniture, and fixtures and 30 years for buildings. Leasehold improvements are depreciated over the shorter of the asset’s useful life or the remaining lease term. The Company reviews for the possible impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation expense is reported in the consolidated statements of operations as a component of costs of sales and operating expenses. |
Business Combinations | Business Combinations We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; restructuring costs associated with a business combination are expensed as incurred; contingent consideration is measured at fair value at the acquisition date, with changes in fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management's estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses' operations are included in the Consolidated Statements of Operations of the combined entity beginning on the date of the acquisition. We have applied this acquisition method to the transactions described in Note 3 - Business Combinations. |
Goodwill | Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We test annually for impairment as of October 1. 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. We determined there was no impairment to goodwill for any of the years ended December 31, 2022, 2021 or 2020. |
Purchased Intangible Assets | Purchased Intangible Assets Purchased intangible assets are acquired in connection with a business acquisition, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time. 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. We determined there was no impairment to purchased intangible assets as of December 31, 2022, 2021 or 2020. |
Revenue Recognition | Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to clients in an amount that reflects the consideration we expect to receive in exchange for those products and services. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The Company employs the 5-step revenue recognition model under Accounting Standards Codification 606, Revenue from Contracts with Customers, to: (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Revenue is recognized net of shipping charges and any taxes collected from clients, which are subsequently remitted to governmental authorities. • Revenue Cycle Management Our RCM business unit provides an array of business processing services ("BPS") consisting of accounts receivable management, private pay services, insurance services, medical coding, electronic billing, statement processing, payroll processing, and contract management. Fees are recognized over the period of the client contractual relationship as the services are performed based on the stand-alone selling price ("SSP"), net of discounts. SSP for BPS services is determined based on observable stand-alone selling prices. Fees for many of these services are invoiced, and revenue recognized accordingly, based on the volume of transactions or a percentage of client accounts receivable collections. Payment is due monthly for BPS with certain amounts varying based on utilization and/or volumes. Our RCM business unit also provides professional IT services. Revenue from professional IT services is recognized as the services are performed based on SSP, which is determined by observable stand-alone selling prices. Payment is due monthly as services are performed. Lastly, our RCM business unit also provides certain software solutions and related support under Software as a Service ("SaaS") arrangements and time-based software licenses. Revenue from SaaS arrangements is recognized in a manner consistent with SaaS arrangements for EHR software, as discussed below. Revenue from time-based software licenses is recognized upon delivery to the client (“point in time”) and revenue from non-license components (i.e., support) is recognized ratably over the respective contract term (“over time”). SSP for time-based licenses is determined using the residual approach, while the non-license component is based on cost plus reasonable margin. • Electronic Health Records The Company enters into contractual obligations to sell perpetual software licenses, installation, conversion, and related training services, software application support, hardware, and hardware maintenance services to acute care community hospitals and post-acute providers. • Non-recurring Revenues • Perpetual software licenses and installation, conversion, and related training services are not considered separate and distinct performance obligations due to the proprietary nature of our software and are, therefore, accounted for as a single performance obligation on a module-by-module basis. Revenue is recognized as each module's implementation is completed based on the module's SSP, net of discounts. We determine each module's SSP using the residual method. Fees for licenses and installation, conversion, and related training services are typically due in three installments: (1) at placement of order, (2) upon installation of software and commencement of training, and (3) upon satisfactory completion of monthly accounting cycle or end-of-month operation by application and as applicable for each application. Often, short-term and/or long-term financing arrangements are provided for software implementations; refer to Note 11 - Financing Receivables for further information. EHR implementations include a system warranty that terminates thirty days from the software go-live date, the date which the client begins using the system in a live environment. • Hardware revenue is recognized separately from software licenses at the point in time it is delivered to the client. The SSP of hardware is cost plus a reasonable margin and revenue is recognized on a gross basis. Payment is generally due upon delivery of the hardware to the client. Standard manufacturer warranties apply to hardware. • Recurring Revenues • Software application support and hardware maintenance services sold with software licenses and hardware are separate and distinct performance obligations. Revenue for support and maintenance services is recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally three • Subscriptions to third-party content revenue is recognized as a separate performance obligation ratably over the subscription term based on SSP, which is cost plus a reasonable margin, and revenue is recognized on a gross basis. Payment is due monthly for subscriptions to third party content. • SaaS arrangements for EHR software and related conversion and training services are considered a single performance obligation. Revenue is recognized on a monthly basis as the SaaS service is provided to the client over the contract term. Payment is due monthly for SaaS services provided. Refer to Note 18 of the consolidated financial statements for further information, including revenue by client base (acute care or post-acute care) bifurcated by recurring and non-recurring revenue. • Patient Engagement The Company enters into contractual obligations to sell perpetual and term-based software licenses, implementation and customization professional services, and software application support services to a variety of healthcare organizations including hospital systems, health ministries, and government and non-profit organizations. • Non-recurring Revenues • Perpetual software licenses are sold only to one re-seller client and are considered a separate and distinct performance obligation. Revenue is recognized at the point in time perpetual licenses are delivered to the client, which occurs at the time of sale. The SSP of perpetual licenses is directly observable. Payment is generally due upon delivery of licenses. • Implementation and customization services are considered a separate and distinct performance obligation. Revenue is recognized over time based on SSP, which is generally directly observable. Payment for professional services is typically due in two installments: (1) upon signature of the agreement and (2) upon customer acceptance of the delivered services. • Recurring Revenues • Term-based software licenses are considered a separate and distinct performance obligation. Revenue is recognized based on SSP, which is directly observable, at the point in time the term-based licenses are delivered to the client or upon annual renewal. Payment is generally due upon delivery of licenses or upon annual renewal. • Software application support services sold with software licenses are separate and distinct performance obligations. The related revenues are recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally three Refer to Note 18 of the consolidated financial statements for further information. • Deferred Revenue Deferred revenue represents amounts invoiced to clients for which the services under contract have not been completed and revenue has not been recognized, including annual renewals of certain software subscriptions and customer deposits for implementations to be performed at a later date. Revenue is recognized ratably over the life of the software subscriptions as services are provided and at the point-in-time when implementations have been completed. The following table details deferred revenue for the years ended December 31, 2022 and 2021, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2022 2021 Beginning balance $ 11,529 $ 8,130 Deferred revenue recorded 25,579 23,393 Deferred revenue acquired — 1,300 Less deferred revenue recognized as revenue (25,518) (21,294) Ending balance $ 11,590 $ 11,529 The deferred revenue recorded for the years ended December 31, 2022 and 2021 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, 2022 and 2021 is comprised primarily of the periodic recognition of annual renewals that were deferred until earned and deposits for future EHR installations that were deferred until earned. • Costs to Obtain and Fulfill a Contract with a Customer Costs to obtain a contract include the commission costs related to SaaS and RCM arrangements, which are capitalized and amortized ratably over the expected life of the customer. As a practical expedient, we generally recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would have been one year or less. Costs to obtain a contract are expensed within sales and marketing expenses in the accompanying consolidated statements of operations. Contract fulfillment costs related to the implementation of SaaS arrangements are capitalized and amortized ratably over the expected life of the customer. Costs to fulfill contracts consist of the payroll costs for the implementation of SaaS arrangements, including time for training, conversion, and installation that is necessary for the software to be utilized. Contract fulfillment costs are expensed within the caption "Electronic health record - Cost of sales" in the accompanying consolidated statements of operations. Costs to obtain and fulfill contracts related to SaaS and RCM arrangements are included within the "Prepaid expenses and other" and "Other assets, net of current portion" line items on our consolidated balance sheets. The following table details costs to obtain and fulfill contracts with customers for the years ended December 31, 2022 and 2021, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2022 2021 Beginning balance $ 7,312 $ 5,992 Costs to obtain and fulfill contracts capitalized 11,361 7,256 Less costs to obtain and fulfill contracts recognized as expense (7,096) (5,936) Ending balance $ 11,577 $ 7,312 • Significant Judgments Our contracts with clients often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently narrow range. For performance obligations that are sold to different clients for a broad range of amounts, or for performance obligations that are never sold on a stand-alone basis, the residual method in determining SSP is applied and requires significant judgment. Allocating the transaction price, including estimating SSP of promised goods and services for contracts with discounts or variable consideration, may require significant judgment. Due to the short time frame of the implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the same reporting period. In scenarios where the Company enters into a contract that includes both a software license and BPS or other services that are charged based on volume of services rendered, the Company allocates variable amounts entirely to a distinct good or service. The terms of the variable payment relate specifically to the entity’s efforts to satisfy that performance obligation. Significant judgment is required in determining the expected life of a customer relationship, which is the amortization period for costs to obtain and fulfill a contract that have been capitalized. The Company determined that the expected life of the customer relationship is not materially different from the initial contract term based on the characteristics of the SaaS offering. • Remaining Performance Obligations Disclosures regarding remaining performance obligations are not considered material as the overwhelming majority of the Company's remaining performance obligations either (a) are related to contracts with an expected duration of one year or less, or (b) exhibit revenue recognition in the amount to which the Company has the right to invoice. Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation according to the provisions of ASC 718, Compensation – Stock Compensation , which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period. |
Software Development Costs | Software Development Costs Our software solutions are offered to our clients through traditional perpetual licenses, term licenses and SaaS delivery models. Development costs associated with the solutions offered exclusively through a SaaS model are accounted for in accordance with ASC 350-40, Internal Use Software . All other client solution development costs are accounted for in accordance with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed . Under ASC 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 to the consolidated financial statements for further information relating to our software development costs. |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740, Accounting for Income Taxes . Under this topic, deferred income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize interest and penalties accrued related to unrecognized tax benefits in the consolidated statements of operations as a component of the provision for income taxes. We also make a provision for uncertain income tax positions in accordance with the ASC 740, Accounting for Income Taxes . These provisions require that a tax position taken in a tax return be recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. The topic also requires that changes in judgment that result in subsequent recognition, derecognition, or change in a measurement date of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the interim period in which the change occurs. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the "CODM", or decision-making group in assessing performance and making decisions regarding resource allocation. The Company has prepared operating segment information based on the manner in which management disaggregates the Company's operations for making internal operating decisions. For more information, see Note 18 - Segment Reporting. |
New Accounting Standards Adopted in 2021 and New Accounting Standards Yet to be Adopted | New Accounting Standards Adopted in 2022 There were no new accounting standards required to be adopted in 2022 that would have a material impact on our consolidated financial statements. New Accounting Standards Yet to be Adopted We do not believe that any recently issued but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements. |
Net Income Per Share | The Company presents basic and diluted earnings per share ("EPS") data for its common stock. Basic EPS is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all dilutive potential common shares, including awards under stock-based compensation arrangements. The Company's unvested restricted stock awards (see Note 9) are considered participating securities under ASC 260, Earnings Per Share , because they entitle holders to non-forfeitable rights to dividends until the awards vest or are forfeited. When a company has a security that qualifies as a "participating security," the Codification requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to common stockholders, income is allocated to both common stock and participating securities based on their respective weighted average shares outstanding for the period, with net income attributable to common stockholders ultimately equaling net income less net income attributable to participating securities. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. |
Fair Value | ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and expands financial statement disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Codification topic does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. The Codification topic requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principle | |
Schedule of Contract with Customer, Asset and Liability | The following table details deferred revenue for the years ended December 31, 2022 and 2021, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2022 2021 Beginning balance $ 11,529 $ 8,130 Deferred revenue recorded 25,579 23,393 Deferred revenue acquired — 1,300 Less deferred revenue recognized as revenue (25,518) (21,294) Ending balance $ 11,590 $ 11,529 |
Schedule of Changes in Capitalized Contract Cost | The following table details costs to obtain and fulfill contracts with customers for the years ended December 31, 2022 and 2021, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2022 2021 Beginning balance $ 7,312 $ 5,992 Costs to obtain and fulfill contracts capitalized 11,361 7,256 Less costs to obtain and fulfill contracts recognized as expense (7,096) (5,936) Ending balance $ 11,577 $ 7,312 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocation of the purchase price paid for HRG was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 3,989 Accounts receivable 5,655 Prepaid expenses 398 Property and equipment 467 Other assets 73 Intangible assets 24,200 Operating lease assets 1,315 Goodwill 20,750 Accounts payable and accrued liabilities (2,403) Deferred taxes, net (5,565) Operating lease liability (1,315) Net assets acquired $ 47,564 The allocation of the purchase price paid for TruCode was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 4,249 Accounts receivable 924 Prepaid expenses 2 Intangible assets 37,300 Goodwill 27,287 Accounts payable and accrued liabilities (1,840) Contingent consideration (2,500) Deferred revenue (1,300) Net assets acquired $ 64,122 |
Pro Forma Results on Income | The following unaudited pro forma revenue, net income and earnings per share amounts for the years ended December 31, 2022 and 2021 give effect to the HRG acquisition as if it had been completed on January 1, 2021. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the HRG acquisition been completed during the periods presented. In addition, the unaudited pro forma financial information does not purport to project future operating results. The pro forma information does not fully reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the HRG acquisition. Year Ended December 31, (In thousands, except per share data, unaudited) 2022 2021 Pro forma revenues $ 332,988 $ 314,474 Pro forma net income $ 16,629 $ 16,572 Pro forma diluted earnings per share $ 1.13 $ 1.13 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment were comprised of the following at December 31, 2022 and 2021: (In thousands) 2022 2021 Land $ 2,848 $ 2,848 Buildings and improvements 8,320 8,269 Computer equipment 8,228 7,868 Leasehold improvements 783 783 Office furniture and fixtures 1,008 682 Automobiles 18 18 21,205 20,468 Less: accumulated depreciation (11,321) (8,878) Property and equipment, net $ 9,884 $ 11,590 |
Software Development (Tables)
Software Development (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Schedule of software development, net | Software development, net was comprised of the following at December 31, 2022 and 2021: (In thousands) 2022 2021 Software development costs $ 31,789 $ 12,693 Less: accumulated amortization (4,532) (1,049) Software development costs, net $ 27,257 $ 11,644 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities were comprised of the following at December 31, 2022 and 2021: (In thousands) 2022 2021 Salaries and benefits $ 8,430 $ 8,482 Severance 2,504 236 Commissions 1,280 1,158 Self-insurance reserves 1,358 1,409 Contingent consideration — 2,500 Other 840 1,786 Operating lease liabilities, current portion 2,063 1,592 Other accrued liabilities $ 16,475 $ 17,163 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a calculation of the basic and diluted EPS for the Company's common stock, including a reconciliation between net income and net income attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020: (In thousands, except for per share data) 2022 2021 2020 Basic EPS Numerator Net income $ 15,867 $ 18,430 $ 14,246 Less: Net income attributable to participating securities (311) (409) (429) Net income attributable to common stockholders $ 15,556 $ 18,021 $ 13,817 Denominator Weighted average shares outstanding used in basic per common share computations 14,356 14,290 14,038 Basic EPS $ 1.08 $ 1.26 $ 0.98 Diluted EPS Numerator Net income attributable to common stockholders for diluted EPS $ 15,556 $ 18,021 $ 13,817 Denominator Weighted average shares outstanding used in basic per common share computations 14,356 14,290 14,038 Weighted average effect of dilutive securities: Performance share awards — 28 — Weighted average shares outstanding used in diluted per common share computations 14,356 14,318 14,038 Diluted EPS $ 1.08 $ 1.26 $ 0.98 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities were comprised of the following at December 31, 2022 and 2021: (In thousands) 2022 2021 Deferred tax assets: Accounts receivable and financing receivables $ 877 $ 625 Accrued vacation 907 678 Stock-based compensation 1,909 1,905 Deferred revenue 1,002 988 Research expenditures 9,779 — Accrued severance 490 44 Right of use asset 1,848 1,740 Credits — 2,472 Other (93) 15 Net operating loss 3,738 3,560 Deferred tax assets 20,457 12,027 Less: Valuation allowance 604 622 Total deferred tax assets $ 19,853 $ 11,405 Deferred tax liabilities: Intangible assets $ 20,941 $ 18,002 Accrued liabilities and other 9,259 4,668 Fixed assets 527 875 Right of use liability 1,884 $ 1,740 Total deferred tax liabilities $ 32,611 $ 25,285 Total net deferred tax liability $ (12,758) $ (13,880) |
Components of Income Tax Provision | Significant components of the income tax provision for the years ended December 31, 2022, 2021 and 2020 were as follows: (In thousands) 2022 2021 2020 Current provision: Federal $ 6,482 $ 731 $ 244 State 2,420 413 1,539 Deferred provision: Federal (4,769) 3,331 2,766 State (1,919) 171 (11) Total income tax provision $ 2,214 $ 4,646 $ 4,538 |
Reconciliation to Federal Statutory Income Tax Rate | The difference between income taxes at the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2022, 2021 and 2020, and those reported in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 are as follows: (In thousands) 2022 2021 2020 Income taxes at U.S. federal statutory rate $ 3,797 $ 4,846 $ 3,945 Provision-to-return adjustments (539) 117 455 State income tax, net of federal tax effect 428 509 908 Tax credits (1,254) (1,274) (958) Contingent consideration (406) — — Stock-based compensation (112) (74) 255 Non-deductible compensation - 162(m) 306 510 — Other (6) 12 (67) Total income tax provision $ 2,214 $ 4,646 $ 4,538 |
Stock-Based Compensation and _2
Stock-Based Compensation and Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense | The following table details total stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, included in the consolidated statements of operations: (In thousands) 2022 2021 2020 Costs of sales $ 809 $ 990 $ 1,474 Operating expenses 4,364 4,467 5,531 Pre-tax stock-based compensation expense 5,173 5,457 7,005 Less: income tax effect (1,086) (1,146) (1,471) Net (after tax) stock-based compensation expense $ 4,087 $ 4,311 $ 5,534 |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Activity Under Restricted Stock Plans | A summary of restricted stock activity (including shares of restricted stock issued pursuant to the settlement of performance share awards) under the Plan during the years ended December 31, 2022, 2021 and 2020 is as follows: Shares Weighted-Average Grant-Date Fair Value Unvested stock outstanding at January 1, 2020 525,859 $ 30.51 Granted 136,771 26.16 Performance share awards converted to restricted stock 19,678 30.15 Vested (268,067) 30.80 Forfeited (1,274) 26.16 Unvested stock outstanding at December 31, 2020 412,967 $ 28.87 Granted 153,700 31.22 Vested (245,455) 29.16 Forfeited (6,329) 29.10 Unvested stock outstanding at December 31, 2021 314,883 $ 29.79 Granted 161,375 34.22 Vested (181,405) 29.79 Forfeited (13,692) 31.66 Unvested stock outstanding at December 31, 2022 281,161 $ 32.24 |
Performance shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Activity Under Restricted Stock Plans | A summary of performance share award activity under the Plan for the years ended December 31, 2022, 2021 and 2020, 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, 2020 200,709 $ 30.75 Granted 107,298 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, 2020 252,852 $ 29.27 Granted 93,444 31.26 Forfeited or unearned (20,373) 29.92 Performance share awards converted to restricted stock (75,971) 30.50 Performance share awards outstanding at December 31, 2021 249,952 $ 29.59 Granted 101,799 37.98 Forfeited or unearned (72,059) 32.74 Vested and issued (27,317) 31.75 Performance share awards outstanding at December 31, 2022 252,375 $ 31.84 |
Financing Receivables (Tables)
Financing Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Components of Short-Term Payment Plans | These receivables, included in the current portion of financing receivables, were comprised of the following on December 31, 2022 and 2021: (In thousands) 2022 2021 Short-term payment plans, gross $ 330 $ 121 Less: allowance for credit losses (16) (6) Short-term payment plans, net $ 314 $ 115 |
Components of Lease Receivables | The components of these receivables were as follows on December 31, 2022 and 2021: (In thousands) 2022 2021 Long-term financing arrangements, gross $ 8,683 $ 15,659 Less: allowance for credit losses (533) (716) Less: unearned income (678) (1,339) Long-term financing arrangements, net $ 7,472 $ 13,604 |
Sales-type and Direct Financing Leases, Lease Receivable, Maturity | Future minimum payments to be received subsequent to December 31, 2022 are as follows: (In thousands) 2023 $ 4,533 2024 2,665 2025 1,309 2026 153 2027 15 Thereafter 8 Total minimum payments to be received 8,683 Less: allowance for credit losses (533) Less: unearned income (678) Receivables, net $ 7,472 |
Roll-Forward of Allowance for Financing Credit Losses | The following table is a roll-forward of the allowance for financing credit losses for the years ended December 31, 2022 and 2021: (In thousands) Beginning Balance Provision Charge-offs Recoveries Ending Balance December 31, 2022 $ 722 $ (211) $ 38 $ — $ 549 December 31, 2021 $ 1,489 $ 481 $ (1,248) $ — $ 722 |
Analysis of Age of Financing Receivables Amounts | The following is an analysis of the age of financing receivables amounts (excluding short-term payment plans) that have been reclassified to trade accounts receivable and were past due as of December 31, 2022 and 2021: (In thousands) 1 to 90 Days Past Due 91 to 180 Days Past Due 181 + Days Past Due Total Past Due December 31, 2022 $ 1,086 $ 278 $ 283 $ 1,647 December 31, 2021 $ 713 $ 78 $ 73 $ 864 |
Categories of Customer Financing Receivables | The table below categorizes customer financing receivable balances (excluding short term payment plans), none of which are considered past due, based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable: (In thousands) December 31, 2022 December 31, 2021 Stratification of uninvoiced client financing receivables based on aging of related trade accounts receivable: Uninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past Due $ 3,876 $ 9,100 Uninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past Due 1,369 329 Uninvoiced client financing receivables related to trade accounts receivable that are 181+Days Past Due 1,894 386 Total uninvoiced client financing receivables balances of clients with a trade accounts receivable $ 7,139 $ 9,815 Total uninvoiced client financing receivables of clients with no related trade accounts receivable 866 4,505 Total financing receivables with contractual maturities of one year or less 330 121 Less: allowance for credit losses (549) (722) Total financing receivables $ 7,786 $ 13,719 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Definite-Lived Intangible Assets | Our purchased definite-lived intangible assets as of December 31, 2022 and 2021 are summarized as follows: Total December 31, 2022 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 112,570 $ 12,320 $ 37,600 $ — $ 162,490 Intangible assets acquired 19,600 — 3,200 1,400 24,200 Accumulated amortization (52,371) (6,076) (26,010) (233) (84,690) Net intangible assets as of December 31, 2022 $ 79,799 $ 6,244 $ 14,790 $ 1,167 $ 102,000 Weighted average remaining years of useful life 8 13 8 4 10 December 31, 2021 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 84,370 $ 11,120 $ 29,700 $ — $ 125,190 Intangible assets acquired 28,200 1,200 7,900 — 37,300 Accumulated 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 |
Schedule of Remaining Amortization of Definite-Lived Intangible Assets | The following table represents the remaining amortization of definite-lived intangible assets as of December 31, 2022: (In thousands) For the year ended December 31, 2023 $ 16,058 2024 14,523 2025 14,208 2026 12,919 2027 9,047 Due thereafter 35,245 Total $ 102,000 |
Schedule of Changes in the Carrying Amount of Goodwill | The following table sets forth the change in the carrying amount of goodwill by segment for the years ended December 31, 2022, 2021, and 2020: (In thousands) Revenue cycle Electronic health record Patient engagement Total Balance as of December 31, 2019 $ 13,784 $ 126,665 $ 9,767 $ 150,216 Balance as of December 31, 2020 13,784 126,665 9,767 150,216 Goodwill acquired 27,497 — — 27,497 Balance as of December 31, 2021 41,281 126,665 9,767 177,713 Goodwill acquired 20,540 — — 20,540 Balance as of December 31, 2022 $ 61,821 $ 126,665 $ 9,767 $ 198,253 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt was comprised of the following at December 31, 2022 and 2021: (In thousands) December 31, 2022 December 31, 2021 Term loan facility $ 67,375 $ 69,375 Revolving credit facility 73,700 31,000 Debt obligations 141,075 100,375 Less: debt issuance costs (1,546) (1,015) Debt obligation, net 139,529 99,360 Less: current portion (3,141) (4,394) Long-term debt $ 136,388 $ 94,966 |
Schedule of Anticipated Annual Future Maturities | Anticipated annual future maturities of the term loan facility and revolving credit facility are as follows as of December 31, 2022: (In thousands) 2023 $ 3,500 2024 3,500 2025 3,500 2026 3,500 Thereafter 127,075 $ 141,075 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases is as follows: (In thousands) December 31, 2022 Operating lease assets: Operating lease assets $ 7,567 Operating lease liabilities: Other accrued liabilities 2,063 Operating lease liabilities, net of current portion 5,651 Total operating lease liabilities $ 7,714 Weighted average remaining lease term in years 5 Weighted average discount rate 4.4% |
Schedule of Future Minimum Lease Payments Payable Under Operating Leases | The future minimum lease payments payable under these operating leases subsequent to December 31, 2022 are as follows: (In thousands) 2023 $ 2,063 2024 1,994 2025 1,258 2026 1,225 2027 911 Thereafter 1,154 Total lease payments 8,605 Less imputed interest (891) Total $ 7,714 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Contingent Consideration | The following table summarizes the carrying amount and fair value of the contingent consideration at December 31, 2021: Fair Value at December 31, 2021 Using (In thousands) Carrying Amount at 12/31/21 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Description Contingent Consideration $ 2,500 $ — $ — $ 2,500 Total $ 2,500 $ — $ — $ 2,500 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents a summary of the revenues and adjusted EBITDA of our three operating segments for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, (In thousands) 2022 2021 2020 Revenues: RCM $ 179,870 $ 131,242 $ 107,431 EHR Recurring revenue Acute Care EHR $ 109,340 $ 108,440 $ 105,597 Post-acute Care EHR $ 15,384 $ 16,472 $ 16,272 Total recurring EHR revenues 124,724 124,912 121,869 Non-recurring revenue Acute Care EHR $ 13,138 $ 16,939 $ 29,173 Post-acute Care EHR $ 1,961 $ 1,258 $ 1,912 Total non-recurring EHR revenues 15,099 18,197 31,085 Total EHR revenue 139,823 143,109 152,954 Patient engagement 6,955 6,278 4,103 Total revenues $ 326,648 $ 280,629 $ 264,488 Adjusted EBITDA by Segment: RCM 36,242 30,211 22,780 EHR 19,091 23,061 21,488 Patient engagement 566 (595) (881) Total adjusted EBITDA $ 55,899 $ 52,677 $ 43,387 |
Reconciliation Of Net Income From Continuing Operations To Adjusted Income (Loss) From Before Interest, Taxes, Depreciation And Amortization | The following table reconciles net income to adjusted EBITDA: Year Ended December 31, (In thousands) 2022 2021 2020 Net income, as reported $ 15,867 $ 18,430 $ 14,246 Deferred revenue and other acquisition-related adjustments 109 747 — Depreciation expense 2,443 2,156 1,790 Amortization of software development costs 3,484 931 118 Amortization of acquisition-related intangibles 17,403 13,786 11,421 Stock-based compensation 5,173 5,457 7,005 Severance and other non-recurring charges 4,504 4,892 1,999 Interest expense and other, net 5,267 1,632 2,270 Gain on contingent consideration (565) — — Provision for income taxes 2,214 4,646 4,538 Total adjusted EBITDA $ 55,899 $ 52,677 $ 43,387 |
Nature of Operations (Details)
Nature of Operations (Details) | Dec. 31, 2022 company |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of companies owned | 6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Jan. 01, 2021 | Dec. 31, 2022 USD ($) installment segment $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Revenue from External Customer [Line Items] | ||||
Amortization of acquisition-related intangibles | $ 17,403,000 | $ 13,786,000 | $ 11,421,000 | |
Net income, as reported | $ 15,867,000 | $ 18,430,000 | $ 14,246,000 | |
Net income (loss) per share - basic (in dollars per share) | $ / shares | $ 1.08 | $ 1.26 | $ 0.98 | |
Number of reportable segments | segment | 3 | |||
Net income (loss) per share - diluted (in dollars per share) | $ / shares | $ 1.08 | $ 1.26 | $ 0.98 | |
Goodwill impairment | $ 0 | $ 0 | $ 0 | |
Developed Technology | Useful lives of intangible assets | ||||
Revenue from External Customer [Line Items] | ||||
Amortization of acquisition-related intangibles | 1,000,000 | |||
Net income, as reported | $ (800,000) | |||
Net income (loss) per share - basic (in dollars per share) | $ / shares | $ (0.06) | |||
Net income (loss) per share - diluted (in dollars per share) | $ / shares | $ (0.06) | |||
Software Development | ||||
Revenue from External Customer [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Electronic health record | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from contract with customer, payment, number of installments | installment | 3 | |||
Revenue from contract with customer, warranty, term | 30 days | |||
Patient engagement | ||||
Revenue from External Customer [Line Items] | ||||
Revenue from contract with customer, payment, number of installments | installment | 2 | |||
Operating segments | Post-Acute Care | ||||
Revenue from External Customer [Line Items] | ||||
Goodwill impairment | $ 0 | $ 0 | 0 | |
Impairment to purchased intangible assets | $ 0 | $ 0 | $ 0 | |
Minimum | ||||
Revenue from External Customer [Line Items] | ||||
Revenue performance obligation, description of timing | 3 years | |||
Minimum | Developed Technology | Previously Reported | Useful lives of intangible assets | ||||
Revenue from External Customer [Line Items] | ||||
Remaining useful life | 3 years 3 months | |||
Minimum | Developed Technology | Revision of Prior Period, Change in Accounting Principle, Adjustment | Useful lives of intangible assets | ||||
Revenue from External Customer [Line Items] | ||||
Remaining useful life | 2 years | |||
Maximum | ||||
Revenue from External Customer [Line Items] | ||||
Revenue performance obligation, description of timing | 5 years | |||
Maximum | Developed Technology | Previously Reported | Useful lives of intangible assets | ||||
Revenue from External Customer [Line Items] | ||||
Remaining useful life | 4 years 3 months | |||
Maximum | Developed Technology | Revision of Prior Period, Change in Accounting Principle, Adjustment | Useful lives of intangible assets | ||||
Revenue from External Customer [Line Items] | ||||
Remaining useful life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Office furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change In Contract With Customer, Liability [Heading Roll Forward] | ||
Beginning balance | $ 11,529 | $ 8,130 |
Deferred revenue recorded | 25,579 | 23,393 |
Deferred revenue acquired | 0 | 1,300 |
Less deferred revenue recognized as revenue | (25,518) | (21,294) |
Ending balance | $ 11,590 | $ 11,529 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Changes in Capitalized Contract Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change In Capitalized Contract Cost [Heading Roll Forward] | ||
Beginning balance | $ 7,312 | $ 5,992 |
Costs to obtain and fulfill contracts capitalized | 11,361 | 7,256 |
Less costs to obtain and fulfill contracts recognized as expense | (7,096) | (5,936) |
Ending balance | $ 11,577 | $ 7,312 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Mar. 01, 2022 | May 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
TruCode LLC | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 59.9 | |||
Acquisition related costs | $ 0.9 | |||
Contingent consideration earnout payment | $ 15 | |||
Business combination, contingent consideration period | 12 months | |||
Contingent consideration | $ 1.9 | |||
Healthcare Resource Group, Inc. | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 43.9 | |||
Acquisition related costs | 1.2 | |||
Revenue of acquiree since acquisition | $ 34.1 |
Business Combinations - Prelimi
Business Combinations - Preliminary allocation of the purchase price paid (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | May 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 198,253 | $ 177,713 | $ 150,216 | $ 150,216 | ||
TruCode LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquired cash | $ 4,249 | |||||
Accounts receivable | 924 | |||||
Prepaid expenses | 2 | |||||
Intangible assets | 37,300 | |||||
Goodwill | 27,287 | |||||
Accounts payable and accrued liabilities | (1,840) | |||||
Contingent consideration | 2,500 | |||||
Deferred revenue | (1,300) | |||||
Net assets acquired | $ 64,122 | |||||
Healthcare Resource Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired cash | $ 3,989 | |||||
Accounts receivable | 5,655 | |||||
Prepaid expenses | 398 | |||||
Property and equipment | 467 | |||||
Other assets | 73 | |||||
Intangible assets | 24,200 | |||||
Operating lease assets | 1,315 | |||||
Goodwill | 20,750 | |||||
Accounts payable and accrued liabilities | (2,403) | |||||
Deferred taxes, net | 5,565 | |||||
Operating lease liability | 1,315 | |||||
Net assets acquired | $ 47,564 |
Business Combinations - Pro for
Business Combinations - Pro forma information (Details) - Healthcare Resource Group, Inc. - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Pro forma revenues | $ 332,988 | $ 314,474 |
Pro forma net income | $ 16,629 | $ 16,572 |
Pro forma diluted earnings per share (in dollars per share) | $ 1.13 | $ 1.13 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 21,205 | $ 20,468 |
Less: accumulated depreciation | (11,321) | (8,878) |
Property and equipment, net | 9,884 | 11,590 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,848 | 2,848 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,320 | 8,269 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,228 | 7,868 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 783 | 783 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,008 | 682 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 18 | $ 18 |
Software Development - Narrativ
Software Development - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized software development costs | $ 8.8 | |
Increase in capitalized software development costs | 4.6 | |
Decrease in product development costs | $ 4.6 | |
Software Development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years |
Software Development - Schedule
Software Development - Schedule of Software development costs, net (Details) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Research and Development [Abstract] | ||
Software development costs | $ 31,789 | $ 12,693 |
Less: accumulated amortization | (4,532) | (1,049) |
Software development costs, net | $ 27,257 | $ 11,644 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Salaries and benefits | $ 8,430 | $ 8,482 |
Severance | 2,504 | 236 |
Commissions | 1,280 | 1,158 |
Self-insurance reserves | 1,358 | 1,409 |
Contingent consideration | 0 | 2,500 |
Other | $ 840 | $ 1,786 |
Operating lease, liability, current, statement of financial position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Operating lease liabilities, current portion | $ 2,063 | $ 1,592 |
Other accrued liabilities | $ 16,475 | $ 17,163 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net income, as reported | $ 15,867 | $ 18,430 | $ 14,246 |
Less: Net income attributable to participating securities | (311) | (409) | (429) |
Net income attributable to common stockholders | $ 15,556 | $ 18,021 | $ 13,817 |
Denominator | |||
Weighted average shares outstanding used in basic per common share computations (in shares) | 14,356 | 14,290 | 14,038 |
Basic EPS (in dollars per share) | $ 1.08 | $ 1.26 | $ 0.98 |
Numerator | |||
Net income attributable to common stockholders for diluted EPS | $ 15,556 | $ 18,021 | $ 13,817 |
Denominator | |||
Weighted average shares outstanding used in basic per common share computations (in shares) | 14,356 | 14,290 | 14,038 |
Weighted average effect of dilutive securities: | |||
Performance share awards (in shares) | 0 | 28 | 0 |
Weighted average shares outstanding used in diluted per common share computations (in shares) | 14,356 | 14,318 | 14,038 |
Diluted EPS (in dollars per share) | $ 1.08 | $ 1.26 | $ 0.98 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Accounts receivable and financing receivables | $ 877 | $ 625 | |
Accrued vacation | 907 | 678 | |
Stock-based compensation | 1,909 | 1,905 | |
Deferred revenue | 1,002 | 988 | |
Research expenditures | 9,779 | 0 | |
Accrued severance | 490 | 44 | |
Right of use asset | 1,848 | 1,740 | |
Credits | 0 | 2,472 | |
Other | (93) | 15 | |
Net operating loss | 3,738 | 3,560 | |
Deferred tax assets | 20,457 | 12,027 | |
Less: Valuation allowance | 604 | 622 | $ 600 |
Total deferred tax assets | 19,853 | 11,405 | |
Deferred tax liabilities: | |||
Intangible assets | 20,941 | 18,002 | |
Accrued liabilities and other | 9,259 | 4,668 | |
Fixed assets | 527 | 875 | |
Right of use liability | 1,884 | 1,740 | |
Total deferred tax liabilities | 32,611 | 25,285 | |
Total net deferred tax liability | $ (12,758) | $ (13,880) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Research expenditures | $ 9,779 | $ 0 | |
U.S. federal statutory income tax rate | 21% | 21% | 21% |
Effective income tax rate | 12% | 20% | 24% |
Impact to effective rate | 2.20% | ||
Effective income tax rate reconciliation, provision to return adjustments, decrease in effective tax rate | 3.50% | ||
Valuation allowance | $ 604 | $ 622 | $ 600 |
Domestic tax authority | |||
Operating Loss Carryforwards [Line Items] | |||
Federal net operating loss carryforward | 5,900 | 7,900 | 12,200 |
State jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Federal net operating loss carryforward | $ 39,800 | $ 29,900 | $ 34,400 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current provision: | |||
Federal | $ 6,482 | $ 731 | $ 244 |
State | 2,420 | 413 | 1,539 |
Deferred provision: | |||
Federal | (4,769) | 3,331 | 2,766 |
State | (1,919) | 171 | (11) |
Total income tax provision | $ 2,214 | $ 4,646 | $ 4,538 |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Federal Statutory Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at U.S. federal statutory rate | $ 3,797 | $ 4,846 | $ 3,945 |
Provision-to-return adjustments | (539) | 117 | 455 |
State income tax, net of federal tax effect | 428 | 509 | 908 |
Tax credits | (1,254) | (1,274) | (958) |
Contingent consideration | (406) | 0 | 0 |
Stock-based compensation | (112) | (74) | 255 |
Non-deductible compensation - 162(m) | 306 | 510 | 0 |
Other | (6) | 12 | (67) |
Total income tax provision | $ 2,214 | $ 4,646 | $ 4,538 |
Stock-Based Compensation and _3
Stock-Based Compensation and Equity - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Sep. 04, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance (in shares) | 1,168,382 | |
Unrecognized compensation cost related to non-vested share-based compensation | $ 6 | |
Unrecognized compensation cost related to non-vested share-based compensation period of recognition | 1 year 10 months 24 days | |
Stock repurchase program, authorized amount | $ 30 | |
Stock repurchased during period (in shares) | 340,732 | |
Stock repurchase program, remaining authorized repurchase amount | $ 17.9 | |
Restricted stock | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Restricted stock | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Performance shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
Stock-Based Compensation and _4
Stock-Based Compensation and Equity - Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Pre-tax stock-based compensation expense | $ 5,173 | $ 5,457 | $ 7,005 |
Less: income tax effect | (1,086) | (1,146) | (1,471) |
Net (after tax) stock-based compensation expense | 4,087 | 4,311 | 5,534 |
Costs of sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Pre-tax stock-based compensation expense | 809 | 990 | 1,474 |
Operating expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Pre-tax stock-based compensation expense | $ 4,364 | $ 4,467 | $ 5,531 |
Stock-Based Compensation and _5
Stock-Based Compensation and Equity - Summary of Activity Under Restricted and Performance Stock Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted stock | |||
Shares | |||
Outstanding at beginning of period (in shares) | 314,883 | 412,967 | 525,859 |
Granted (in shares) | 161,375 | 153,700 | 136,771 |
Performance share awards converted to restricted stock | 19,678 | ||
Vested and issued (in shares) | (181,405) | (245,455) | (268,067) |
Forfeited (in shares) | (13,692) | (6,329) | (1,274) |
Outstanding at end of period (in shares) | 281,161 | 314,883 | 412,967 |
Weighted-Average Grant-Date Fair Value | |||
Outstanding at beginning of the period (in dollars per share) | $ 29.79 | $ 28.87 | $ 30.51 |
Granted (in dollars per share) | 34.22 | 31.22 | 26.16 |
Performance share awards converted to restricted stock (in dollars per share) | 30.15 | ||
Vested and issued (in dollars per share) | 29.79 | 29.16 | 30.80 |
Forfeited (in dollars per share) | 31.66 | 29.10 | 26.16 |
Outstanding at end of the period in dollars per share) | $ 32.24 | $ 29.79 | $ 28.87 |
Performance shares | |||
Shares | |||
Outstanding at beginning of period (in shares) | 249,952 | 252,852 | 200,709 |
Granted (in shares) | 101,799 | 93,444 | 107,298 |
Forfeited or unearned (in shares) | (72,059) | (20,373) | (35,477) |
Performance share awards converted to restricted stock | (75,971) | (19,678) | |
Vested and issued (in shares) | (27,317) | ||
Outstanding at end of period (in shares) | 252,375 | 249,952 | 252,852 |
Weighted-Average Grant-Date Fair Value | |||
Outstanding at beginning of the period (in dollars per share) | $ 29.59 | $ 29.27 | $ 30.75 |
Granted (in dollars per share) | 37.98 | 31.26 | 26.96 |
Forfeited or unearned (in dollars per share) | 32.74 | 29.92 | 30.15 |
Performance share awards converted to restricted stock (in dollars per share) | 30.50 | 30.15 | |
Vested and issued (in dollars per share) | 31.75 | ||
Outstanding at end of the period in dollars per share) | $ 31.84 | $ 29.59 | $ 29.27 |
Financing Receivables - Narrati
Financing Receivables - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Percentage of acute care EHR installations performed In a SaaS model | 100% | 63% | 68% | 49% | 12% |
Short-term payment plans, gross | Minimum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 3 months | ||||
Short-term payment plans, gross | Maximum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 12 months | ||||
Long-Term Financing Arrangement | Minimum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 2 years | ||||
Long-Term Financing Arrangement | Maximum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 7 years |
Financing Receivables - Short-T
Financing Receivables - Short-Term Payment Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term payment plans, net | $ 4,474 | $ 6,488 |
Short-term payment plans, gross | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term payment plans, gross | 330 | 121 |
Less: allowance for losses | (16) | (6) |
Short-term payment plans, net | $ 314 | $ 115 |
Financing Receivables - Compone
Financing Receivables - Components of Lease Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Past Due [Line Items] | |||
Less: allowance for credit losses | $ (549) | $ (722) | $ (1,489) |
Long-term financing arrangements, net | 7,786 | 13,719 | |
Long-Term Financing Arrangement | |||
Financing Receivable, Past Due [Line Items] | |||
Long-term financing arrangements, gross | 8,683 | 15,659 | |
Less: allowance for credit losses | (533) | (716) | |
Less: unearned income | (678) | (1,339) | |
Long-term financing arrangements, net | $ 7,472 | $ 13,604 |
Financing Receivables - Future
Financing Receivables - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Past Due [Line Items] | |||
Less: allowance for credit losses | $ (549) | $ (722) | $ (1,489) |
Long-term financing arrangements, net | 7,786 | 13,719 | |
Long-Term Financing Arrangement | |||
Financing Receivable, Past Due [Line Items] | |||
2023 | 4,533 | ||
2024 | 2,665 | ||
2025 | 1,309 | ||
2026 | 153 | ||
2027 | 15 | ||
Thereafter | 8 | ||
Total minimum payments to be received | 8,683 | ||
Less: allowance for credit losses | (533) | (716) | |
Less: unearned income | (678) | (1,339) | |
Long-term financing arrangements, net | $ 7,472 | $ 13,604 |
Financing Receivables - Allowan
Financing Receivables - Allowance for Financing Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning Balance | $ 722 | $ 1,489 |
Provision | (211) | 481 |
Charge-offs | 38 | (1,248) |
Recoveries | 0 | 0 |
Ending Balance | $ 549 | $ 722 |
Financing Receivables - Analysi
Financing Receivables - Analysis of Age of Financing Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Total Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | $ 1,647 | $ 864 |
1 to 90 Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | 1,086 | 713 |
91 to 180 Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | 278 | 78 |
181 + Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | $ 283 | $ 73 |
Financing Receivables - Summary
Financing Receivables - Summary of Financing Receivables by Credit Quality Indicator (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Past Due [Line Items] | |||
Total financing receivables with contractual maturities of one year or less | $ 330 | $ 121 | |
Less: allowance for credit losses | (549) | (722) | $ (1,489) |
Long-term financing arrangements, net | 7,786 | 13,719 | |
Total Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 1,647 | 864 | |
Total Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 7,139 | 9,815 | |
1 to 90 Days Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 1,086 | 713 | |
1 to 90 Days Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 3,876 | 9,100 | |
91 to 180 Days Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 278 | 78 | |
91 to 180 Days Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 1,369 | 329 | |
181 + Days Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 283 | 73 | |
181 + Days Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 1,894 | 386 | |
Financial Asset, Not Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | $ 866 | $ 4,505 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 162,490 | $ 125,190 | |
Intangible assets acquired | $ 24,200 | 37,300 | |
Accumulated amortization | (84,690) | (67,287) | |
Net intangible assets | $ 102,000 | 95,203 | |
Weighted average remaining years of useful life | 10 years | ||
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 112,570 | 84,370 | |
Intangible assets acquired | $ 19,600 | 28,200 | |
Accumulated amortization | (52,371) | (41,738) | |
Net intangible assets | $ 79,799 | 70,832 | |
Weighted average remaining years of useful life | 8 years | ||
Trademark | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 12,320 | 11,120 | |
Intangible assets acquired | $ 0 | 1,200 | |
Accumulated amortization | (6,076) | (5,177) | |
Net intangible assets | $ 6,244 | 7,143 | |
Weighted average remaining years of useful life | 13 years | ||
Developed Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 37,600 | 29,700 | |
Intangible assets acquired | $ 3,200 | 7,900 | |
Accumulated amortization | (26,010) | (20,372) | |
Net intangible assets | $ 14,790 | 17,228 | |
Weighted average remaining years of useful life | 8 years | ||
Noncompete Agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 0 | $ 0 | |
Intangible assets acquired | $ 1,400 | 0 | |
Accumulated amortization | (233) | 0 | |
Net intangible assets | $ 1,167 | $ 0 | |
Weighted average remaining years of useful life | 4 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 16,058 | |
2024 | 14,523 | |
2025 | 14,208 | |
2026 | 12,919 | |
2027 | 9,047 | |
Due thereafter | 35,245 | |
Net intangible assets | $ 102,000 | $ 95,203 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 177,713 | $ 150,216 |
Goodwill acquired | 20,540 | 27,497 |
Goodwill, ending balance | 198,253 | 177,713 |
Operating segments | Revenue cycle | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 41,281 | 13,784 |
Goodwill acquired | 20,540 | 27,497 |
Goodwill, ending balance | 61,821 | 41,281 |
Operating segments | Electronic health record | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 126,665 | 126,665 |
Goodwill acquired | 0 | 0 |
Goodwill, ending balance | 126,665 | 126,665 |
Operating segments | Patient engagement | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 9,767 | 9,767 |
Goodwill acquired | 0 | 0 |
Goodwill, ending balance | $ 9,767 | $ 9,767 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: debt issuance costs | $ (1,546) | $ (1,015) |
Debt obligation, net | 139,529 | 99,360 |
Less: current portion | (3,141) | (4,394) |
Long-term debt | 136,388 | 94,966 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Debt obligations | 141,075 | 100,375 |
Line of credit | Term loan facility | ||
Debt Instrument [Line Items] | ||
Debt obligations | 67,375 | 69,375 |
Line of credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Debt obligations | $ 73,700 | $ 31,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 12 Months Ended | |||
May 02, 2022 USD ($) | Jun. 16, 2020 USD ($) | Dec. 31, 2022 | Jan. 31, 2016 USD ($) | |
Term loan facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 6.39% | |||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 6.39% | |||
Line of credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, incremental facility capacity | $ 75,000,000 | |||
Minimum fixed charge coverage ratio | 1.25 | |||
Line of credit facility, accordion feature increase, acquisition threshold | $ 25,000,000 | |||
Quarterly increase in consolidated leverage ratio after acquisition | 0.5 | |||
Minimum consolidated leverage ratio | 2.5 | |||
Line of credit | Each Quarter Through March 31, 2023 | ||||
Debt Instrument [Line Items] | ||||
Maximum consolidated leverage ratio | 3.75 | |||
Line of credit | Each Quarter After March 31, 2023 | ||||
Debt Instrument [Line Items] | ||||
Maximum consolidated leverage ratio | 3.5 | |||
Line of credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Line of credit | Term loan facility | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | $ 70,000,000 | $ 75,000,000 | $ 125,000,000 | |
Quarterly principal payments | 900,000 | |||
Line of credit | Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | 160,000,000 | $ 110,000,000 | $ 50,000,000 | |
Line of credit | Revolving credit facility | Base rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.80% | |||
Line of credit | Revolving credit facility | Base rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2% | |||
Line of credit | Revolving credit facility | Federal funds rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Line of credit | Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Line of credit | Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.80% | |||
Line of credit | Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3% | |||
Line of credit | Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | $ 185,000,000 | |||
Line of credit | First Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | $ 230,000,000 |
Long-Term Debt - Anticipated An
Long-Term Debt - Anticipated Annual Future Maturities (Details) - Line of credit - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2023 | $ 3,500 | |
2024 | 3,500 | |
2025 | 3,500 | |
2026 | 3,500 | |
Thereafter | 127,075 | |
Debt obligation | $ 141,075 | $ 100,375 |
Benefit Plans (Details)
Benefit Plans (Details) - CPSI 401(k) Retirement Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employee contribution (up to) | 60% | ||
Employer contribution | $ 3.5 | $ 3.2 | $ 3.2 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) $ in Millions | 12 Months Ended | |||
Jul. 28, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Leases [Abstract] | ||||
Area of real estate property | ft² | 45,000 | |||
Payments on early termination of lease | $ 0.9 | |||
Loss on termination of lease | $ 0.3 | |||
Rent expense | $ 2.2 | $ 1.8 | $ 1.7 | |
Operating lease payments | $ 2.2 | $ 1.8 | $ 1.7 |
Operating Leases - Supplemental
Operating Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease assets | $ 7,567 | $ 7,097 |
Other accrued liabilities | $ 2,063 | $ 1,592 |
Operating lease, liability, current, statement of financial position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Operating lease liabilities, net of current portion | $ 5,651 | $ 5,505 |
Total operating lease liabilities | $ 7,714 | |
Weighted average remaining lease term in years | 5 years | |
Weighted average discount rate | 4.40% |
Operating Leases - Future Minim
Operating Leases - Future Minimum Lease Payments Payable Under these Operating Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 2,063 |
2024 | 1,994 |
2025 | 1,258 |
2026 | 1,225 |
2027 | 911 |
Thereafter | 1,154 |
Total lease payments | 8,605 |
Less imputed interest | (891) |
Operating lease liabilities | $ 7,714 |
Fair Value (Details)
Fair Value (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Carrying Amount | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | $ 2,500 |
Total financial liabilities | 2,500 |
Fair Value | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | 0 |
Total financial liabilities | 0 |
Fair Value | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | 0 |
Total financial liabilities | 0 |
Fair Value | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | 2,500 |
Total financial liabilities | $ 2,500 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) segment | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | 3 | 3 |
Sales revenues: | $ 326,648 | $ 280,629 | $ 264,488 |
Total adjusted EBITDA | 55,899 | 52,677 | 43,387 |
Revenue cycle | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 179,870 | 131,242 | 107,431 |
Electronic health record | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 139,823 | 143,109 | 152,954 |
Patient engagement | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 6,955 | 6,278 | 4,103 |
Operating segments | Revenue cycle | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 179,870 | 131,242 | 107,431 |
Total adjusted EBITDA | 36,242 | 30,211 | 22,780 |
Operating segments | Electronic health record | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 139,823 | 143,109 | 152,954 |
Total adjusted EBITDA | 19,091 | 23,061 | 21,488 |
Operating segments | Patient engagement | |||
Segment Reporting Information [Line Items] | |||
Total adjusted EBITDA | 566 | (595) | (881) |
Recurring revenue | Operating segments | Electronic health record | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 124,724 | 124,912 | 121,869 |
Recurring revenue | Operating segments | Acute Care | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 109,340 | 108,440 | 105,597 |
Recurring revenue | Operating segments | Post-Acute Care | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 15,384 | 16,472 | 16,272 |
Recurring revenue | Operating segments | Patient engagement | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 6,955 | 6,278 | 4,103 |
Non-recurring revenue | Operating segments | Electronic health record | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 15,099 | 18,197 | 31,085 |
Non-recurring revenue | Operating segments | Acute Care | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | 13,138 | 16,939 | 29,173 |
Non-recurring revenue | Operating segments | Post-Acute Care | |||
Segment Reporting Information [Line Items] | |||
Sales revenues: | $ 1,961 | $ 1,258 | $ 1,912 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted Income (Loss) From Before Interest, Taxes, Depreciation And Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | |||
Net income | $ 15,867 | $ 18,430 | $ 14,246 |
Deferred revenue and other acquisition-related adjustments | 109 | 747 | 0 |
Depreciation | 2,443 | 2,156 | 1,790 |
Amortization of software development costs | 3,484 | 931 | 118 |
Amortization of acquisition-related intangibles | 17,403 | 13,786 | 11,421 |
Stock based compensation | 5,173 | 5,457 | 7,005 |
Severance and other non-recurring charges | 4,504 | 4,892 | 1,999 |
Interest expense and other, net | 5,267 | 1,632 | 2,270 |
Gain on contingent consideration | (565) | 0 | 0 |
Provision for income taxes | 2,214 | 4,646 | 4,538 |
Total adjusted EBITDA | $ 55,899 | $ 52,677 | $ 43,387 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts - Allowance for Doubtful Accounts (Details) - Allowance for credit losses deducted from accounts receivable in the balance sheet - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 1,826 | $ 1,701 | $ 2,078 |
Additions charged to cost and expenses | 1,203 | 2,111 | 2,825 |
Deductions | (175) | (1,986) | (3,202) |
Balance at end of period | $ 2,854 | $ 1,826 | $ 1,701 |
Schedule II - Valuation and Q_3
Schedule II - Valuation and Qualifying Accounts - Allowance for Credit Losses (Details) - Allowance for credit losses deducted from financing receivables in the balance sheet - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 722 | $ 1,489 | $ 2,971 |
Additions charged to cost and expenses | (211) | 481 | 1,632 |
Deductions | 38 | (1,248) | (3,114) |
Balance at end of period | $ 549 | $ 722 | $ 1,489 |
Uncategorized Items - cpsi-2022
Label | Element | Value |
Operating Segments [Member] | Patient Engagement [Member] | ||
Goodwill | us-gaap_Goodwill | $ 9,767,000 |
Operating Segments [Member] | Revenue Cycle [Member] | ||
Goodwill | us-gaap_Goodwill | 13,784,000 |
Operating Segments [Member] | Electronic Health Records [Member] | ||
Goodwill | us-gaap_Goodwill | $ 126,665,000 |