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What changed in TruBridge, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TruBridge, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+325 added−291 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-17)

Top changes in TruBridge, Inc.'s 2025 10-K

325 paragraphs added · 291 removed · 204 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

70 edited+40 added−30 removed107 unchanged
Biggest changeSeverance served as Regional Vice President of Sales for TruBridge from 2016 to May 2019 and as Vice President of Sales for TruBridge from May 2019 to January 2021. Kevin Plessner - General Counsel, Secretary and Corporate Compliance Officer. Kevin Plessner, age 43, was appointed as our General Counsel in January 2022. Mr.
Biggest changeDaughton held leadership roles at Optum (UnitedHealth Group) and Thomson Reuters. Kevin Plessner - General Counsel, Secretary and Corporate Compliance Officer. Kevin Plessner, age 44, was appointed as our General Counsel in January 2022. He was also appointed as our Corporate Compliance Officer in May 2024. Mr. Plessner joined TruBridge as part of the Get Real Health acquisition in 2019.
Our software applications within TruBridge EHR: • provide automated processes that improve clinical workflow and support clinical decision-making; • allow healthcare providers to efficiently input and easily access the most current patient medical data in order to improve quality of care and patient safety; • integrate clinical, financial and patient information to promote efficient use of time and resources, while eliminating dependence on paper medical records; • provide tools that permit healthcare organizations to analyze past performance, model new plans for the future and measure and monitor the effectiveness of those plans; • provide for rapid and cost-effective implementation, whether through the installation of an in-house system or through our Software as a Service (“SaaS”) services; and • increase the flow of information by replacing centralized data over which there is limited control with broad-based, secure access by clinical and administrative personnel to data relevant to their functional areas.
Our software applications within TruBridge EHR: • provide automated processes that improve clinical workflow and support clinical decision-making; • allow healthcare providers to efficiently input and easily access the most current patient medical data in order to improve quality of care and patient safety; 11 • integrate clinical, financial and patient information to promote efficient use of time and resources, while eliminating dependence on paper medical records; • provide tools that permit healthcare organizations to analyze past performance, model new plans for the future and measure and monitor the effectiveness of those plans; • provide for rapid and cost-effective implementation, whether through the installation of an in-house system or through our Software as a Service (“SaaS”) services; and • increase the flow of information by replacing centralized data over which there is limited control with broad-based, secure access by clinical and administrative personnel to data relevant to their functional areas.
We believe the principal competitive factors that hospitals, and clinics consider when choosing between us and our competitors are: • perceived level of product and system security; • product features, functionality and performance; • range of services offered; • level of client service and satisfaction; • ease of integration and speed of implementation; • product price; • cost of services offered; • results of services engagements; • knowledge of the healthcare industry; • training provided; • sales and marketing efforts; and • company reputation.
We believe the principal competitive factors that hospitals, and clinics consider when choosing between us and our competitors are: • perceived level of product and system security; • product features, functionality and performance; 16 • range of services offered; • level of client service and satisfaction; • ease of integration and speed of implementation; • product price; • cost of services offered; • results of services engagements; • knowledge of the healthcare industry; • training provided; • sales and marketing efforts; and • company reputation.
Per claim FCA penalties can range from $13,508 to $27,894 for penalties assessed after January 15, 2024. Additionally, the 18 Fraud Enforcement and Recovery Act (“FERA”) provides that FCA liability attaches when a company knowingly retains historic improper payments (overpayments/overprovisions) even if the individual or entity did not make claim for such payments.
Per claim FCA penalties can range from $13,508 to $27,894 for penalties assessed after January 15, 2024. Additionally, the Fraud Enforcement and Recovery Act (“FERA”) provides that FCA liability attaches when a company knowingly retains historic improper payments (overpayments/overprovisions) even if the individual or entity did not make claim for such payments.
Our encoder solution is known for its knowledge-based coding methodology, which presents coding guidance and references at the point of coding, helping to improve coding accuracy and productivity. 9 Patient Care Acute Care Software Systems We offer healthcare IT solutions designed to cater to the specific needs of community hospital organizations under the software solution platform TruBridge EHR.
Our encoder solution is known for its knowledge-based coding methodology, which presents coding guidance and references at the point of coding, helping to improve coding accuracy and productivity. Patient Care Acute Care Software Systems We offer healthcare IT solutions designed to cater to the specific needs of community hospital organizations under the software solution platform TruBridge EHR.
Our operational expertise and technology tools provide proven results in improving claim acceptance rates, accelerating payments from third party payors, and increasing private pay collections. Margin Optimization Margin optimization efforts support our core growth as we routinely seek, find, and execute on initiatives that modernize our business, increasing our efficiency and resulting in cost savings.
Our operational expertise and technology tools provide proven results in improving claim acceptance rates, accelerating payments from third party payors, and increasing private pay collections. 9 Margin Optimization Margin optimization efforts support our core growth as we routinely seek, find, and execute on initiatives that modernize our business, increasing our efficiency and resulting in cost savings.
Improve patient satisfaction, maximize point-of-service collections, and equip staff with the ability to provide transparent pricing with the Patient Liability Estimate module. ◦ Eligibility Verification . Reduce claim denials and carrier rejections by performing on-demand eligibility look-ups, assuring the care provided is covered. ◦ Claim Scrubbing and Submission .
Improve patient satisfaction, maximize point-of-service collections, and equip staff with the ability to provide transparent pricing with the Patient Liability Estimate module. 10 ◦ Eligibility Verification . Reduce claim denials and carrier rejections by performing on-demand eligibility look-ups, assuring the care provided is covered. ◦ Claim Scrubbing and Submission .
We believe the quality of continuing customer support is one of the most critical considerations in the selection of an information system provider. We provide hardware, technical and software support for all aspects of our system, which gives us the flexibility to take the necessary course of action to resolve any issue.
We believe the quality of continuing customer support is one of the most critical considerations in the selection of an information system provider. We provide hardware, technical and 12 software support for all aspects of our system, which gives us the flexibility to take the necessary course of action to resolve any issue.
We believe providing this benefit is a strong incentive for potential customers to select our products over the products of our competitors. 11 • Hardware Replacement . As part of our general support agreements, we are also committed to promptly replacing malfunctioning system hardware in order to minimize the effect of operational interruptions.
We believe providing this benefit is a strong incentive for potential customers to select our products over the products of our competitors. • Hardware Replacement . As part of our general support agreements, we are also committed to promptly replacing malfunctioning system hardware in order to minimize the effect of operational interruptions.
Our software also addresses current safety initiatives in 10 the healthcare industry such as the transition from written prescriptions and physician orders to computerized physician order entry. • Enterprise Applications . We provide software applications that support the products described above and are useful to all areas of the hospital.
Our software also addresses current safety initiatives in the healthcare industry such as the transition from written prescriptions and physician orders to computerized physician order entry. • Enterprise Applications . We provide software applications that support the products described above and are useful to all areas of the hospital.
Secondary competitors in the Financial Health space include ARx LLC, Citadel Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. The primary competitors for our encoder solutions include Solventum, Nuance and Optum. Our principal competitors in the Patient Care market are Oracle Cerner Corporation, Medical Information Technology, Inc. ("Meditech"), and MEDHOST, Inc.
Secondary competitors in the Financial Health space include ARx LLC, Citadel Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. The primary competitors for our encoder solutions include Solventum and Optum. Our principal competitors in the Patient Care market are Oracle Cerner Corporation, Medical Information Technology, Inc. ("Meditech"), and MEDHOST, Inc.
In addition, she has held various product management and strategic marketing leadership positions at Medical Present Value, Inc. (MPV); MedQuist Inc. (now Solventum); VHA/Novation; and Bank of America. 19 Company Web Site The Company maintains a web site at http://www.trubridge.com.
In addition, she has held various product management and strategic marketing leadership positions at Medical Present Value, Inc. (MPV); MedQuist Inc. (now Solventum); VHA/Novation; and Bank of America. Company Web Site The Company maintains a web site at http://www.trubridge.com.
A hospital’s failure to adequately invest in a modern medical information system could result in fewer patient referrals, cost inefficiencies, lower than expected reimbursement, increased malpractice risk and possible regulatory infractions.
A hospital’s failure to adequately invest in a modern medical information system could result 8 in fewer patient referrals, cost inefficiencies, lower than expected reimbursement, increased malpractice risk and possible regulatory infractions.
As of December 31, 2024, we had a twelve-month backlog of approximately $8 million in connection with non-recurring system sales and approximately $328 million in connection with recurring fees under support and maintenance and RCM services.
As of December 31, 2024, we had a twelve-month backlog of approximately $8.0 million in connection with non-recurring system sales and approximately $328.0 million in connection with recurring fees under support and maintenance and RCM services.
However, we believe healthcare providers can successfully address these issues with the help of our advanced medical information systems, including our Financial Health solutions and our suite of complementary services.
However, we believe healthcare providers can successfully address these issues with the help of our advanced medical 7 information systems, including our Financial Health solutions and our suite of complementary services.
Specific examples of the challenges and opportunities facing healthcare providers include the following: 6 Changing Economic Dynamics The healthcare industry is heavily influenced by legislative and regulatory initiatives of the federal and state governments.
Specific examples of the challenges and opportunities facing healthcare providers include the following: Changing Economic Dynamics The healthcare industry is heavily influenced by legislative and regulatory initiatives of the federal and state governments.
Our target market for our Financial Health and Patient Care solutions includes community hospitals with fewer than 400 acute care beds, and their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. Approximately 97% of our acute care hospital Patient Care customer base is comprised of hospitals with fewer than 100 beds.
Our target market for our Financial Health and Patient Care solutions includes community hospitals with fewer than 400 acute care beds, and their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. Approximately 98% of our acute care hospital Patient Care customer base is comprised of hospitals with fewer than 100 beds.
In the patient engagement market, our competitors include Relay Health, Get Well Network/Healthloop, Apollo Care Connect, Bridge Patient Portal, eClinicalWorks Patient Portal, Influence Health, and InteliChart 15 We also face competition from providers of practice management systems, general decision support and database systems and other segment-specific applications.
In the patient engagement market, our competitors include Get Well Network/Healthloop, Apollo Care Connect, Bridge Patient Portal, eClinicalWorks Patient Portal, Influence Health, and InteliChart We also face competition from providers of practice management systems, general decision support and database systems and other segment-specific applications.
Our principal competitors in the business management, consulting and managed IT services market are Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble Health Partners, and nThrive, Inc. These companies all focus on providing services to the healthcare market, and the services they offer are comparable in scope to the competing services we offer.
Our principal competitors in the business management, consulting and managed IT services market are Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble Health Partners, and FinThrive, Inc. These companies all focus on providing services to the healthcare market, and the services they offer are comparable in scope to the competing services we offer.
According to the American Hospital Association’s AHA Hospital Statistics, 2023 Edition , there are approximately 4,600 community hospitals in the United States that are in our target market of hospitals with fewer than 400 beds, with approximately 3,000 of those having fewer than 100 acute care beds.
According to the American Hospital Association’s AHA Hospital Statistics, 2026 Edition , there are approximately 4,600 community hospitals in the United States that are in our target market of hospitals with fewer than 400 beds, with approximately 3,000 of those having fewer than 100 acute care beds.
Above all, we believe in the power of community and encourage collaboration, connection, and empowerment with our customers. We clear the way for care. The Company’s legal structure includes TruBridge, Inc., the parent company, with Viewgol, LLC ("Viewgol"), TruBridge Healthcare Private Limited, iNetXperts, Corp. d/b/a Get Real Health, Healthcare Resource Group, Inc.
Above all, we believe in the power of community and encourage collaboration, connection, and empowerment with our customers. We clear the way for care. The Company’s legal structure includes TruBridge, Inc., the parent company, with Viewgol, LLC ("Viewgol"), TruBridge Healthcare Private Limited, iNetXperts, Corp. d/b/a Get Real Health, Healthcare Resource Group, Inc. ("HRG"), Healthland Holding Inc.
The Company is not including the information contained on or available through its web site as a part of, or incorporating such information into, this Annual Report on Form 10-K. 20
The Company is not including the information contained on or available through its web site as a part of, or incorporating such information into, this Annual Report on Form 10-K. 21
The target market for our Patient Care systems consists of community hospitals with fewer than 200 acute care beds, with a primary focus on hospitals with fewer than 100 acute care beds. In the United States, there are approximately 3,800 community hospitals with fewer than 200 acute care beds, with approximately 2,900 having fewer than 100 acute care beds.
The target market for our Patient Care systems consists of community hospitals with fewer than 200 acute care beds, with a primary focus on hospitals with fewer than 100 acute care beds. In the United States, there are approximately 3,800 community hospitals with fewer than 200 acute care beds, with approximately 3,000 having fewer than 100 acute care beds.
This training phase is also part of the overall client experience that is provided to all of our clients. Clients, Sales and Marketing Target Markets The target market for our Financial Health product and services extends beyond hospitals of less than 100 beds, where we have historically focused our Patient Care efforts.
This training phase is also part of the overall client experience that is provided to all of our clients. Commercial Key Markets The target market for our Financial Health product and services extends beyond hospitals of less than 100 beds, where we have historically focused our Patient Care efforts.
("HRG"), Healthland Holding Inc. and Healthland, Inc. as its wholly-owned direct and indirect subsidiaries. The Company operates its business in two operating segments, which are also our reportable segments: Financial Health and Patient Care.
(“HHI”) and Healthland, Inc. as its wholly-owned direct and indirect subsidiaries. The Company operates its business in two operating segments, which are also our reportable segments: Financial Health and Patient Care.
On average, each employee completed 13 hours of training in 2024, covering topics such as leadership development, technical skills, and compliance. Our performance architecture ties individual financial rewards to contributions towards our company's success. This includes setting goals, evaluating progress, and gaining feedback from leaders, promoting sustained evolution and retention of our talent base.
On average, each employee completed approximately 15 hours of training in 2025, covering topics such as leadership development, technical skills, and compliance. Our performance architecture ties individual financial rewards to contributions to our company's success. This includes setting goals, evaluating progress, and gaining feedback from leaders, promoting sustained evolution and retention of our talent base.
Our Pay it Forward (Earned Time Off donation) program, launched in April 2023, has been a tremendous success, with 238 employees donating over 10,200 hours to support colleagues during personal or family medical crises. Growth and Development We are committed to the growth of our people by providing opportunities to cultivate talent, measure performance, and identify candidates for new roles.
Our Pay it Forward (Earned Time Off donation) program, launched in April 2023, has been a tremendous success, with 414 employees donating over 13,888 hours to support colleagues during personal or family medical crises. 18 Growth and Development We are committed to the growth of our people by providing opportunities to cultivate talent, measure performance, and identify candidates for new roles.
Wilson held various senior executive leadership roles with Experian, serving as Executive Vice President and General Manager of Experian Employer Services, 2023-2024; Chief Operating Officer (COO) of Experian Health, 2020-2023; General Manager of Revenue Cycle Solutions of Experian Health, 2014-2020; and Vice President of Payer Contract Management Solutions and Services of Experian Health, 2012-2014.
Prior to joining TruBridge, Ms. Wilson held various senior executive leadership roles with Experian, serving as Executive Vice President and General Manager of Experian Employer Services, 2023-2024; Chief Operating Officer (COO) of Experian Health, 2020-2023; General Manager of Revenue Cycle Solutions of Experian Health, 2014-2020; and Vice President of Payer Contract Management Solutions and Services of Experian Health, 2012-2014.
The Patient Care segment also offers comprehensive patient engagement and empowerment technology solutions to improve patient outcomes and engagement strategies with care providers. Our companies currently support community hospitals and other healthcare systems with a geographically diverse patient mix within the domestic community healthcare market.
The Patient Care segment also offers comprehensive patient engagement and empowerment technology solutions through the Get Real Health entity to improve patient outcomes and engagement strategies with care providers. Our companies currently support community hospitals and other healthcare systems with a geographically diverse patient mix within the domestic community healthcare market.
These regulations and related risks are described in more detail below under “Risk Factors” beginning on page 21 of this Annual Report. Executive Officers Set forth below is a list of the current executive officers of TruBridge and a brief explanation of each individual’s principal employment during the last five years. Christopher L. Fowler – President and Chief Executive Officer.
These regulations and related risks are described in more detail below under “Risk Factors” beginning on page 22 of this Annual Report. 20 Executive Officers Set forth below is a list of the current executive officers of TruBridge and a brief explanation of each individual’s principal employment during the last five years. Christopher L.
We target hospitals under 100 beds in the United States that we believe are currently using a vendor that we have determined is vulnerable based on a variety of factors.
We target hospitals under 100 beds in the United States that we believe are currently using select vendors that we have determined are vulnerable based on a variety of factors.
During 2024, we generated revenues of $342.6 million from the sale of our products and services. See Note 18 to the consolidated financial statements included herein for additional information on our two reportable segments.
During 2025, we generated revenues of $346.8 million from the sale of our products and services. See Note 18 to the consolidated financial statements included herein for additional information on our two reportable segments.
We are active members of 8 TRAIN (Trustworthy and Responsible AI Network), representing our customers alongside large Integrated Delivery Networks (“IDN”) and health systems to help shape the governance and controls to implement AI safely, as well as allowing us a broad view of what is happening in the arena of healthcare in order to keep pace with the developments.
We are active members of TRAIN (Trustworthy and Responsible AI Network), representing our customers alongside large Integrated Delivery Networks (“IDN”) and health systems to help shape the governance and controls to implement AI safely, as well as allowing us a broad view of what is happening in the arena of healthcare in order to keep pace with the developments in the areas of denials management, AI assisted coding, Gen AI chart summarization and more.
Industry Dynamics The healthcare industry is the largest industry in the United States economy, comprising approximately 17.6% of the U.S. gross domestic product in 2023 according to the Centers for Medicare and Medicaid Services (“CMS”).
Industry Dynamics The healthcare industry is the largest industry in the United States economy, comprising approximately 18.0% of the U.S. gross domestic product in 2024 according to the Centers for Medicare and Medicaid Services (“CMS”).
Software development costs are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, Internal-Use Softwar e. Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred.
Software development costs are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, Internal-Use Softwar e, and ASC 985-20, Costs of Software to be Sold, Leased, or Marketed. Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred.
While most of our workforce operates remotely, we also have a strong presence in our Alabama offices. We pride ourselves on maintaining excellent employee relations, with no collective bargaining agreements or labor union representations, and a history of smooth operations without work stoppages. Our mission is to attract, develop, and retain top talent in order to deliver unparalleled service experiences.
We pride ourselves on maintaining excellent employee relations, with no collective bargaining agreements or labor union representations, and a history of smooth operations without work stoppages. Our mission is to attract, develop, and retain top talent in order to deliver unparalleled service experiences.
Christopher L. Fowler, age 49, was appointed as our President and Chief Executive Officer, and a member of the Board of Directors on July 1, 2022. Mr. Fowler began his career with TruBridge in May 2000 as a Software Support Representative and later as a manager of Financial Software Services. From August 2004 until March 2008, Mr.
Fowler – President and Chief Executive Officer. Christopher L. Fowler, age 50, was appointed as our President and Chief Executive Officer, and a member of the Board of Directors in July 2022. Mr. Fowler began his career with TruBridge in May 2000 as a Software Support Representative and later as a manager of Financial Software Services.
These segments contribute towards the combined focus of improving the health of the communities we serve as follows: • The Financial Health reporting segm ent focuses on providing a complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider, along with business management, consulting, managed IT services, analytics and business intelligence. • The Patient Care segment provides comprehensive acute care solutions and related services for community hospitals, and their physician clinics.
These segments contribute towards the combined focus of improving the health of the communities we serve as follows: • The Financial Health reporting segm ent focuses on providing business management, consulting, and managed IT services along with its complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider.
We capitalize direct costs related to application development activities that are probable to result in additional functionality, and these costs are amortized on a straight-line basis over five years. We test for impairment in the event of changes in circumstances that could impact recoverability.
We capitalize direct costs related to application development activities that are probable to result in additional functionality according to ASC 350-40. We amortize capitalized software values on a straight-line basis over five years. We test for impairment in the event of changes in circumstances that could impact recoverability.
CMS estimates that national health spending is projected to grow at an average annual rate of 5.6% through 2032 and will reach $7.2 trillion in 2031. Hospital expenditures grew by 10.4% to approximately $1.5 trillion in 2023, dramatically faster than the 3.2% growth rate in 2022.
CMS estimates that national health spending is projected to grow at an average annual rate of 5.8% through 2033 and will reach $8.6 trillion in 2033. Hospital expenditures grew by 8.9% to approximately $1.6 trillion in 2024, dramatically slower than the 10.4% growth rate in 2023.
These objectives are all in support of our corporate strategy, centered around the following components: Core Growth Our core growth initiatives include cross-selling Financial Health solutions and services into our existing sizeable Patient Care client base and expanding our Financial Health market share with sales to new community hospitals with less than 400 beds.
These objectives are all in support of our corporate strategy, centered around the following components: Core Growth Our core growth initiatives include cross-selling Financial Health solutions and services into our existing sizeable Patient Care client base and expanding our Financial Health market share with sales to new community hospitals, particularly those with 100 to 400 beds, where we believe our solutions are well aligned with market needs and demonstrate strong product-market fit.
David B Harse, age 48, was appointed as General Manager of our Patient Care business unit in November 2022. Prior to joining TruBridge, Mr. Harse served as SVP and General Manager of Patient Engagement at HealthMark from 2021 to 2022. Prior to joining HealthMark, Mr. Harse worked at Cerner Corporation, now Oracle Health, in various positions from 1999 to 2021.
Harse served as SVP and General Manager of Patient Engagement at HealthMark from 2021 to 2022. Prior to joining HealthMark, Mr. Harse worked at Cerner Corporation, now Oracle Health, in various positions from 1999 to 2021. Merideth Wilson – General Manager, Financial Health. Merideth Wilson, age 53, was appointed General Manager of our Financial Health business unit in January 2025.
In addition, we market our products to small specialty hospitals in the United States that focus on discrete medical areas such as behavioral health, surgery, rehabilitation and long-term acute care.
In addition, we market our products to small specialty hospitals in the United States that focus on discrete medical areas such as behavioral health, surgery, rehabilitation and long-term acute care. Approximately 98% of our existing acute care clients are hospitals with fewer than 100 acute care beds.
We believe that we have taken all necessary steps to comply with HIPAA and HITECH, as they apply to us as a business associate, but it is important to note that DHHS could, at any time in the future, adopt new rules or modify existing rules in a manner that could require us to change our systems or operations.
We believe that we have taken all necessary steps to comply with HIPAA and HITECH, as they apply to us as a business associate, but it is important to note that DHHS could, at any time in the future, adopt new rules or modify existing rules in a manner that could require us to change our systems or operations. 17 Protecting individually identifiable health information and other sensitive data is a critical and essential function of TruBridge’s operations and its software solutions.
Within our innovation team, several pilots are unfolding to drive value for our clients out of this technology. We also have several strategic partners we are in discussions with to integrate their solutions into our ecosystem.
We are planning to release our first denials prediction model to the public during the first quarter of 2026, and several pilots are unfolding within our innovation team to drive value for our clients out of this technology. We also have several strategic partners we are in discussions with to integrate their solutions into our ecosystem.
However, we cannot guarantee that third parties will not assert infringement claims against us with respect to current or future software products or that any such assertion may not require us to enter into royalty arrangements or result in costly litigation. 16 Human Capital As of December 31, 2024, we had over 3,200 dedicated employees.
However, we cannot guarantee that third parties will not assert infringement claims against us with respect to current or future software products or that any such assertion may not require us to enter into royalty arrangements or result in costly litigation.
Fowler served as Assistant Director and Director of Business Management Services. Mr. Fowler served as TruBridge’s Vice President – Business Management Services from March 2008 until the formation of TruBridge in January 2018, after which time he served as its President. He then served as Chief Operating Officer of the Company from November 2015 through June 2022.
From August 2004 until March 2008, Mr. Fowler served as Assistant Director and Director of Business Management Services. Mr. Fowler served as TruBridge’s Vice President – Business Management Services from March 2008 until the formation of TruBridge in January 2018, after which time he served as its President.
Our benefit and wellness programs focus on physical, emotional, financial, and social well-being. We offer a wide array of benefits, including comprehensive health and welfare insurances, a 401(k) plan with employer match, generous time-off policies, and more.
Our benefit and wellness programs focus on physical, emotional, financial, and social well-being. We offer a wide array of benefits, including comprehensive health and welfare insurances, a 401(k) plan with employer match, generous time-off policies, and more. We implemented Health Advocate services in 2025, which offer an enhanced Employee Assistance Program, Wellbeing Platform, and Benefits Advocate assistance to all employees.
Additionally, we believe that the industry will continue to increase its utilization of third party services that contribute to the achievement of these and other objectives necessary for success in the current environment.
Additionally, we believe that the industry will continue to increase its utilization of third party services that contribute to the achievement of these and other objectives necessary for success in the current environment. We believe these dynamics should allow for future revenue growth for both our information technology solutions and our complementary suite of services.
Vinay Bassi – Chief Financial Officer and Treasurer. Vinay Bassi, age 54, was appointed as our Chief Financial Officer, Secretary and Treasurer in January 1, 2024. Prior to joining TruBridge, Mr. Bassi served as Chief Financial Officer for the Audience Measurement division at Nielsen Holdings plc and held various finance and corporate development positions in that company since 2016.
Prior to joining TruBridge, Mr. Bassi served as Chief Financial Officer for the Audience Measurement division at Nielsen Holdings plc and held various finance and corporate development positions in that company since 2016. Prior to joining Nielsen in 2016, Mr. Bassi worked in corporate development at Avaya Inc. from 2004 to 2016.
In order to avoid unauthorized access for the life span of this data, diverse methods of identification, authentication, authorization and encryption are utilized at various points throughout the operating system, application software and hardware.
A variety of industry-standard approaches that meet or exceed regulatory requirements such as HIPAA and HITECH are employed. In order to avoid unauthorized access for the life span of this data, diverse methods of identification, authentication, authorization and encryption are utilized at various points throughout the operating system, application software and hardware.
Plessner joined TruBridge as part of the Get Real Health acquisition in 2019. He served as General Counsel at Get Real Health from 2013 until the 2019 acquisition, at which point he became Corporate Counsel at TruBridge. David B. Harse – General Manager, Patient Care.
He served as General Counsel at Get Real Health from 2013 until the 2019 acquisition, at which point he became Corporate Counsel at TruBridge. David B. Harse – General Manager, Patient Care. David B Harse, age 49, was appointed as General Manager of our Patient Care business unit in November 2022. Prior to joining TruBridge, Mr.
The revenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support and maintenance and RCM services.
Backlog Backlog consists of revenues we reasonably expect to recognize over the next twelve months under existing contracts. The revenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support and maintenance and RCM services.
Total product development expenses included in our consolidated results of operations were approximately $34.5 million, $37.2 million and $31.9 million during the years ended December 31, 2024, 2023 and 2022, respectively. We capitalized software development costs of approximately $17.1 million, $23.1 million and $19.1 million during the years ended December 31, 2024, 2023 and 2022, respectively.
Total product development expenses included in our consolidated results of operations were approximately $32.6 million, $35.4 million and $38.8 million during the years ended December 31, 2025, 2024 and 2023, respectively. We capitalized software development costs of approximately $15.4 million, $16.2 million and $21.4 million during the years ended December 31, 2025, 2024 and 2023, respectively.
While legislative and regulatory initiatives are placing significant pressure on the related reimbursements, community hospitals are also faced with likely increased demand for Medicare and Medicaid services. Medicare Advantage enrollment in rural communities has grown by nearly 50% from 2019 through 2023.
While legislative and regulatory initiatives are placing significant pressure on the related reimbursements, community hospitals are also faced with likely increased demand for Medicare and Medicaid services. Medicare Advantage enrollment in rural communities has quadrupled since 2010 and reached approximately 48% of rural Medicare beneficiaries in 2024, with penetration already exceeding 50% in several states.
Material Government Regulations Our business operations are subject to various federal, state and international laws, and our products and services are governed by a number of rules and regulations.
These efforts align with our broader objective of establishing a unified corporate culture that supports TruBridge’s global workforce strategy. Material Government Regulations Our business operations are subject to various federal, state and international laws, and our products and services are governed by a number of rules and regulations.
Year ended December 31, (In thousands) 2024 2023 2022 Sales revenues: Domestic $ 336,822 $ 329,568 $ 320,443 International (1) 5,824 6,387 6,205 $ 342,646 $ 335,955 $ 326,648 (1) International sales revenues are related to the Caribbean nation of St.
Year ended December 31, (In thousands) 2025 2024 2023 Sales revenues: Domestic $ 340,984 $ 336,381 $ 330,577 International (1) 5,852 5,824 6,387 $ 346,836 $ 342,205 $ 336,964 (1) International sales revenues are related to the Caribbean nation of St.
This combined data can then be pulled into patient-oriented health applications or population health management and customer analytics. This process makes data comprehensive and relevant, thus maximizing its value to the entire care circle. Additionally, innovators have the capability to create, develop and connect other systems and applications through the CHBase APIs.
Patients have the ability to contribute data from their favorite apps and home health devices and combine it with clinical data from providers. This combined data can then be pulled into patient-oriented health applications or population health management and customer analytics. This process makes data comprehensive and relevant, thus maximizing its value to the entire care circle.
As of December 31, 2023, we had a twelve-month backlog of approximately $9 million in connection with non-recurring system sales and approximately $328 million in connection with recurring fees under support and maintenance and RCM services. Competition The market for our products and services is competitive, and we expect additional competition from established and emerging companies in the future.
As of December 31, 2025, we had a twelve-month backlog of approximately $6.0 million in connection with non-recurring system sales and approximately $332.0 million in connection with recurring fees under support and maintenance and RCM services.
For additional details on our products, service, and support offerings, visit www.trubridge.com. For the results of operations by segment, refer to Note 18 to the consolidated financial statements included herein. Software Development The healthcare information technology industry is characterized by rapid technological change requiring us to continually make investments to update, enhance and improve our products and services.
Software Development The healthcare information technology industry is characterized by rapid technological change requiring us to continually make investments to update, enhance and improve our products and services.
Approximately 98% of our existing acute care clients are hospitals with fewer than 100 acute care beds. 13 Our patient engagement efforts continue to focus on growing the number of registered patient users with existing clients in the international market while also continuing to grow through our Patient Care client base in the domestic market.
Our patient engagement efforts continue to focus on growing the number of registered patient users with existing clients in the international market while also continuing to grow through our Patient Care client base in the domestic market. 15 The following table presents our revenues generated from clients located within the U.S. ("Domestic") and all foreign countries, in total ("International").
See Note 5 to the consolidated financial statements included herein for additional information on software development costs. 12 Product Strategy TruBridge has been actively refining its product and technology strategy by leveraging investments in market research, customer needs analysis, competitive insights, and roadmap evolution.
See Note 5 to the consolidated financial statements included herein for additional information on software development costs. Product Strategy TruBridge continues to refine its product and technology strategy through focused investments in market research, client feedback loops, competitive analysis, and an enterprise roadmap that spans our Financial Health and Patient Care portfolios.
We believe this experience positions them to more effectively sell our products and services within our target markets. We have also added some talent from outside the Company, creating a depth of experience we believe will enhance the effectiveness of the teams.
Many of our sales personnel are hired from within the Company and have previous experience in client support roles. We believe this experience positions them to more effectively sell our products and services within our target markets.
We believe these dynamics should allow for future revenue growth for both our information technology solutions and our complementary suite of services. 7 Strategy Our primary objectives are to increase the market share of our Financial Health solutions and services, maintain a strong retention rate within our Patient Care client base while pursuing competitive and vulnerable Patient Care replacement opportunities, and further establish our position as a leading provider of patient engagement solutions.
For further information, see Item 1A, Risk Factors — “ We may not be successful in identifying and implementing any potential strategic alternatives in a timely manner, or at all, and the strategic review process and any strategic transactions that we may pursue could have negative consequences. ” Strategy Our primary objectives are to increase the market share of our Financial Health solutions and services, maintain a strong retention rate within our Patient Care client base while pursuing competitive and vulnerable Patient Care replacement opportunities, and further establish our position as a leading provider of patient engagement solutions.
InstantPHR can be integrated into nearly any existing EHR system to improve care and outcomes for individuals and professionals alike. • CHBase ™. This powerful tool funnels data from multiple sources into one platform. Patients have the ability to contribute data from their favorite apps and home health devices and combine it with clinical data from providers.
Ideal for chronic disease management, maintaining wellness goals, and meeting federal mandates, this 13 solution is flexible enough to grow and change as industry trends dictate. InstantPHR can be integrated into nearly any existing EHR system to improve care and outcomes for individuals and professionals alike. • CHBase ™. This powerful tool funnels data from multiple sources into one platform.
Prior to joining Nielsen in 2016, Mr. Bassi worked in corporate development at Avaya Inc. from 2004 to 2016. He began his career as an Auditor at PricewaterhouseCoopers LLP and spent time at Standard and Poor's and Citigroup. Dawn M. Severance - Chief Sales Officer. Dawn M.
He began his career as an Auditor at PricewaterhouseCoopers LLP and spent time at Standard and Poor's and Citigroup. Mike Daughton - Chief Business Officer. Mike Daughton, age 52, was appointed as our Chief Business Officer in October 2025. Mr.
Maarten, the islands of Turks and Caicos, the British Overseas Territory of Anguilla, Canada, England, Australia, the United Arab Emirates and the Netherlands. Sales Staff We have dedicated sales organizations in both business units: Financial Health and Patient Care. Many of our sales personnel are hired from within the Company and have previous experience in client support roles.
Maarten, the islands of Turks and Caicos, the British Overseas Territory of Anguilla, Canada, England, Australia, the United Arab Emirates and the Netherlands.
Furnishing these forms and supplies helps us to achieve our objective of being a one-source solution for a hospital’s complete healthcare information system requirements. • Public Cloud Infrastructure – In 2021, we formed a strategic partnership with Microsoft for Azure cloud hosting and infrastructure services, with the end-goal of migrating all existing internal and client data to Azure’s public cloud and utilizing the related infrastructure solutions to enhance both internal and client-facing processes and services.
Furnishing these forms and supplies helps us to achieve our objective of being a one-source solution for a hospital’s complete healthcare information system requirements. • InstantPHR . Our interactive portal is designed to serve all patient populations and health organizations' needs.
Some sales representatives in our services areas are assigned specifically to cross-sell services into our Patient Care client base. A significant portion of the compensation for all sales personnel is commission based except for administrative support staff.
We have also added some talent from outside the Company, creating a depth of experience we believe will enhance the effectiveness of the teams. A significant portion of the compensation for all sales personnel is commission based except for administrative support staff.
Communication and Engagement To support our geographically diverse workforce, we use multiple communication modalities, including email, an employee hotline, and weekly all-employee communications. Monthly business updates encourage cross-functional collaboration and ensure consistent messaging across the company, improving employee engagement. We routinely engage independent third parties to conduct cultural and employee engagement surveys.
Management monitors workforce trends, including hiring, retention, and skill gaps, to ensure alignment of our talent strategy with business objectives and evolving market demands. Communication and Engagement To support our geographically diverse workforce, we use multiple communication channels, including email, an employee hotline, and weekly all-employee communications to promote timely and consistent information sharing.
Removed
The eventual migration to Azure, will benefit customers by removing the burden of maintaining their own on-premise infrastructure while the underlying applications will operate with higher availability and stability, reducing unexpected downtime. This modernized infrastructure will open the door to future innovations and data access as well. • InstantPHR .
Added
This reporting segment includes the operation of Viewgol, TruBridge Healthcare Private Limited, HRG, HHI, and Healthland. • The Patient Care segment provides comprehensive acute care EHR solutions and related services for community hospitals, and their physician clinics.
Removed
Our interactive portal is designed to serve all patient populations and health organizations' needs. Ideal for chronic disease management, maintaining wellness goals, and meeting federal mandates, this solution is flexible enough to grow and change as industry trends dictate.
Added
At the same time, recent analyses indicate that Medicare Advantage plans reimburse rural hospitals at only about 90% of traditional Medicare rates and impose increasingly demanding prior authorization and other administrative requirements, which can delay or deny payment and further strain already fragile rural providers.
Removed
This approach aims to upgrade and expand offerings to better align with customer needs within the community and specialty hospital markets. Over the past year, TruBridge conducted two significant customer and product research projects.
Added
Rural Health Transformation Program Federal and state governments have introduced a variety of initiatives intended to support rural and community healthcare providers through infrastructure modernization, workforce support, and operational improvement programs. Among these initiatives are multi-year rural health transformation programs administered at the state level, including the Rural Health Transformation Program (“RHTP”) signed into law on July 4, 2025.
Removed
This research supports the growth and sustainability of our customer base by surrounding and complimenting the EHR and providing value added solutions based off of group purchasing pricing. Additionally, TruBridge has launched new offerings through partnerships in enterprise software solutions.
Added
The RHTP represents an emerging source of federal and state-directed funding for rural and community hospitals that may indirectly affect demand for the Company’s products and services, including through a dedicated federal rural health fund of approximately $50 billion to be deployed over multiple years.
Removed
Our enterprise data and analytics offerings provide clients with advanced analytics and reporting capabilities to better manage hospital and clinic operations.
Added
RHTP initiatives are designed to encourage operational modernization, care coordination, and financial sustainability among participating providers. While participation, funding levels, and program structures vary by state, these initiatives generally emphasize improved access to care, operational efficiency, and the effective use of technology, including investments in revenue cycle capabilities, interoperability, data and analytics, and virtual care infrastructure.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOn November 8, 2023, the Company and the subsidiary guarantors entered into a Waiver with Regions Bank, as administrative agent, and various other lenders, which provided for a waiver of this failure as an event of default.
Biggest changeThe calculation of the fixed charge coverage ratio was amended on March 10, 2023, and the Company received waivers of the Company’s failure to comply with the fixed charge coverage ratio as an event of default as of September 30, 2023 and December 31, 2023 from Regions Bank, as administrative agent, and various other lenders.
The limited number of hospitals with fewer than 200 acute care beds in our general target market for our acute care product and service offerings has resulted in an ever narrowing market for new system installations and add-on sales which could materially and adversely impact our business, financial condition and operating results.
The limited number of hospitals with fewer than 200 acute care beds in our general target market for our product and service offerings has resulted in an ever narrowing market for new system installations and add-on sales which could materially and adversely impact our business, financial condition and operating results.
Acquisitions have inherent risks, which may have a material adverse effect on our business, financial condition, operating results or prospects, including, but not limited to the following: • significant acquisition and integration costs; • failure to achieve projected synergies and performance targets; • potentially dilutive issuances of our securities, the incurrence of debt and contingent liabilities and amortization expenses related to intangible assets with indefinite useful lives, which could adversely affect our results of operations and financial condition; • using cash as acquisition currency may adversely affect interest or investment income, which may in turn adversely affect our earnings and/or earnings per share; • difficulty in fully or effectively integrating the acquired technologies, software products, services, business practices or personnel, which would prevent us from realizing the intended benefits of the acquisition; • failure to maintain uniform standard controls, policies and procedures across acquired businesses; 26 • difficulty in predicting and responding to issues related to product transition such as development, distribution and client support; • the possible adverse effect of such acquisitions on existing relationships with third party partners and suppliers of technologies and services; • the possibility that staff or clients of the acquired companies might not accept new ownership and may transition to different technologies or attempt to renegotiate contract terms or relationships, including maintenance or support agreements; • the assumption of known and unknown liabilities; • the possibility that the due diligence process in any such acquisition may not completely identify material issues associated with product quality, product architecture, product development, intellectual property issues, key personnel issues or legal and financial contingencies, including any deficiencies in internal controls and procedures and the costs associated with remedying such deficiencies; • difficulty in entering geographic and/or business markets in which we have no or limited prior experience; • diversion of management’s attention from other business concerns; and • the possibility that acquired assets become impaired, requiring us to take a charge to earnings which could be significant.
Acquisitions have inherent risks, which may have a material adverse effect on our business, financial condition, operating results or prospects, including, but not limited to the following: • significant acquisition and integration costs; • failure to achieve projected synergies and performance targets; • potentially dilutive issuances of our securities, the incurrence of debt and contingent liabilities and amortization expenses related to intangible assets with indefinite useful lives, which could adversely affect our results of operations and financial condition; • using cash as acquisition currency may adversely affect interest or investment income, which may in turn adversely affect our earnings and/or earnings per share; • difficulty in fully or effectively integrating the acquired technologies, software products, services, business practices or personnel, which would prevent us from realizing the intended benefits of the acquisition; • failure to maintain uniform standard controls, policies and procedures across acquired businesses; 27 • difficulty in predicting and responding to issues related to product transition such as development, distribution and client support; • the possible adverse effect of such acquisitions on existing relationships with third party partners and suppliers of technologies and services; • the possibility that staff or clients of the acquired companies might not accept new ownership and may transition to different technologies or attempt to renegotiate contract terms or relationships, including maintenance or support agreements; • the assumption of known and unknown liabilities; • the possibility that the due diligence process in any such acquisition may not completely identify material issues associated with product quality, product architecture, product development, intellectual property issues, key personnel issues or legal and financial contingencies, including any deficiencies in internal controls and procedures and the costs associated with remedying such deficiencies; • difficulty in entering geographic and/or business markets in which we have no or limited prior experience; • diversion of management’s attention from other business concerns; and • the possibility that acquired assets become impaired, requiring us to take a charge to earnings which could be significant.
Among others, these risks include: • data protection and privacy regulations regarding access by government authorities to customer, partner, or employee data; • data residency requirements (the requirement to store certain data only in and, in some cases, also to access such data only from within a certain jurisdiction); • conflict and overlap among tax regimes; • possible tax constraints impeding business operations in certain countries; • expenses associated with the localization of our products and compliance with local regulatory requirements; • discriminatory or conflicting fiscal policies; • operational difficulties in countries with a high corruption perception index; • difficulties enforcing intellectual property and contractual rights in certain jurisdictions; • country-specific software certification requirements; • the difficulty of managing and staffing our international operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations; • differing labor and employment regulations, especially where foreign labor laws are more advantageous to employees as compared to the U.S.; • compliance with various industry standards; and • market volatilities or workforce restrictions due to changing laws and regulations resulting from political decisions (e.g.
Among others, these risks include: • data protection and privacy regulations regarding access by government authorities to customer, partner, or employee data; • data residency requirements (the requirement to store certain data only in and, in some cases, also to access such data only from within a certain jurisdiction); • conflict and overlap among tax regimes; • possible tax constraints impeding business operations in certain countries; • expenses associated with the localization of our products and compliance with local regulatory requirements; • discriminatory or conflicting fiscal policies; • operational difficulties in countries with a high corruption perception index; • difficulties enforcing intellectual property and contractual rights in certain jurisdictions; • country-specific software certification requirements; • the difficulty of managing and staffing our international operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations; • differing labor and employment regulations, especially where foreign labor laws are more advantageous to employees as compared to the U.S.; • compliance with various industry standards; and • market volatilities or workforce restrictions due to changing laws and regulations resulting from political decisions.
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 Secured Overnight Financing Rate ("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).
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 Secured Overnight Financing Rate ("SOFR") rate for the relevant interest period, subject to a floor of 0.0%, (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).
If we are unable to obtain the required regulatory approvals for any such software or medical devices, our short- to long-term business plans for these solutions or medical devices could be delayed or canceled and we could face FDA refusal to grant pre-market clearance or approval of products; withdrawal of existing clearances and approvals; fines, injunctions or civil penalties; recalls or product corrections; production suspensions; and 23 criminal prosecution.
If we are unable to obtain the required regulatory approvals for any such software or medical devices, our short- to long-term business plans for these solutions or medical devices could be delayed or canceled and we could face FDA refusal to grant pre-market clearance or approval of products; withdrawal of existing clearances and approvals; fines, injunctions or civil penalties; recalls or product corrections; production suspensions; and criminal prosecution.
A breach of any of the restrictive covenants in the credit agreement governing our term loan facility and revolving credit facility would result in a default, and our lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, or enforce and foreclose on their 36 security interest and liquidate some or all of such pledged assets.
A breach of any of the restrictive covenants in the credit agreement governing our term loan facility and revolving credit facility would result in a default, and our lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, or enforce and foreclose on their security interest and liquidate some or all of such pledged assets.
The following factors may also affect demand for our products and services and cause our quarterly revenues to fluctuate: • changes in client budgets and purchasing priorities; 37 • the ability of our clients to obtain financing for the purchase of our products; • the financial stability of our clients; • the specific mix of software, hardware and services in orders from clients; • the timing of new product announcements and product introductions by us and our competitors; • market acceptance of new products, product enhancements and services from us and our competitors; • product and price competition; • our success in expanding our sales and marketing programs; • the availability and cost of system components; • delay of revenue recognition to future quarters due to an increase in the sales of our remote access SaaS services; • the length of sales cycles and installation processes; • changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board or other rulemaking bodies; • accounting policies concerning the timing of recognition of revenue; • personnel changes; and • general market and economic factors.
The following factors may also affect demand for our products and services and cause our quarterly revenues to fluctuate: • changes in client budgets and purchasing priorities; • the ability of our clients to obtain financing for the purchase of our products; • the financial stability of our clients; 39 • the specific mix of software, hardware and services in orders from clients; • the timing of new product announcements and product introductions by us and our competitors; • market acceptance of new products, product enhancements and services from us and our competitors; • product and price competition; • our success in expanding our sales and marketing programs; • the availability and cost of system components; • delay of revenue recognition to future quarters due to an increase in the sales of our remote access SaaS services; • the length of sales cycles and installation processes; • changes in revenue recognition or other accounting guidelines employed by us and/or established by the Financial Accounting Standards Board or other rulemaking bodies; • accounting policies concerning the timing of recognition of revenue; • personnel changes; and • general market and economic factors.
As a result of these changes, our products may quickly become obsolete or less competitive. New product introductions and enhancements by our competitors that more effectively or timely respond to changing industry needs may weaken our competitive position. 30 We continually redesign and enhance our products to incorporate new technologies and adapt our products to ever-changing hardware and software platforms.
As a result of these changes, our products may quickly become obsolete or less competitive. New product introductions and enhancements by our competitors that more effectively or timely respond to changing industry needs may weaken our competitive position. We continually redesign and enhance our products to incorporate new technologies and adapt our products to ever-changing hardware and software platforms.
Also, maintaining and enhancing our infrastructure security may require us to expend significant capital in the future. 31 Our networks have been, and likely will continue to be, subject to Distributed Denial of Service ("DDoS") attacks. Recent industry experience has demonstrated that DDoS attacks continue to grow in size and sophistication and have the ability to widely disrupt services.
Also, maintaining and enhancing our infrastructure security may require us to expend significant capital in the future. Our networks have been, and likely will continue to be, subject to Distributed Denial of Service ("DDoS") attacks. Recent industry experience has demonstrated that DDoS attacks continue to grow in size and sophistication and have the ability to widely disrupt services.
Because our service revenues have lower gross margins than do our license revenues, an increase in the percentage of total revenues represented by service revenues could have a detrimental impact on our overall gross margins and could adversely affect operating results. 32 We may be subject to liability in the event we provide inaccurate claims data to payors.
Because our service revenues have lower gross margins than do our license revenues, an increase in the percentage of total revenues represented by service revenues could have a detrimental impact on our overall gross margins and could adversely affect operating results. We may be subject to liability in the event we provide inaccurate claims data to payors.
Specific areas that are subject to increased regulation include, but are not limited to, the following: Healthcare Fraud . Federal and state governments continue to enhance regulation of and increase their scrutiny over practices potentially involving healthcare fraud, waste and abuse by healthcare providers whose services are reimbursed by Medicare, Medicaid and other government healthcare programs.
Specific areas that are subject to increased regulation include, but are not limited to, the following: 23 Healthcare Fraud . Federal and state governments continue to enhance regulation of and increase their scrutiny over practices potentially involving healthcare fraud, waste and abuse by healthcare providers whose services are reimbursed by Medicare, Medicaid and other government healthcare programs.
Moreover, our failure to offer products acceptable to our target market could require us to make significant capital investments and incur higher operating costs to redesign our products, which could negatively affect our financial condition and operating results. Our products assist clinical decision-making and related care by capturing, maintaining and reporting relevant patient data.
Moreover, our failure to offer products acceptable to our target market could require us to make significant capital investments and incur higher operating costs to redesign our products, which could negatively affect our financial condition and operating results. 32 Our products assist clinical decision-making and related care by capturing, maintaining and reporting relevant patient data.
Should inaccurate claims data be submitted to payors, we may be subject to liability claims. We may experience liability claims arising out of the licensing of our software and provision of services. Our agreements normally contain provisions designed to limit our exposure to potential liability claims and generally exclude consequential and other forms of extraordinary damages.
Should inaccurate claims data be submitted to payors, we may be subject to liability claims. 34 We may experience liability claims arising out of the licensing of our software and provision of services. Our agreements normally contain provisions designed to limit our exposure to potential liability claims and generally exclude consequential and other forms of extraordinary damages.
Exclusive of our post-acute Patient Care reporting unit, which was disposed of in January 2024, we have remaining goodwill of $172.6 million as of December 31, 2024. Any future impairment charges could have a material adverse impact on our results of operations.
Exclusive of our post-acute Patient Care reporting unit, which was disposed of in January 2024, we have remaining goodwill of $172.6 million as of December 31, 2025. Any future impairment charges could have a material adverse impact on our results of operations.
While our Board and management team will continue to strive to maintain constructive, ongoing communications with our stockholders, and welcome their views and opinions with the goal of enhancing value for all stockholders, activist campaigns that seeks to further replace members of our Board or bring about changes in our strategic direction could have an adverse effect on us because: • Responding to actions by activist stockholders, including related litigation and settlement of activism, can disrupt our operations, can be costly and time-consuming, and can divert the attention of our Board and senior management team from the pursuit of business objectives, which could adversely affect our results of operations and financial condition; • Perceived uncertainties as to our future direction as a result of changes to the composition of our Board may lead to the perception of an adverse change in the direction of the business, instability, or lack of continuity, which may be exploited by our competitors, result in the loss of potential business opportunities, cause concern for our current or potential clients and vendors, and make it more difficult to attract and retain qualified personnel and business partners; • These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of a particular business; and • If individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and to create additional value for our stockholders. 41
While our Board and management team will continue to strive to maintain constructive, ongoing communications with our stockholders, and welcome their views and opinions with the goal of enhancing value for all stockholders, activist campaigns that seek to further replace members of our Board or bring about changes in our strategic direction could have an adverse effect on us because: • Responding to actions by activist stockholders, including related litigation and settlement of activism, can disrupt our operations, can be costly and time-consuming, and can divert the attention of our Board and senior management team from the pursuit of business objectives, which could adversely affect our results of operations and financial condition; • Perceived uncertainties as to our future direction as a result of changes to the composition of our Board may lead to the perception of an adverse change in the direction of the business, instability, or lack of continuity, which may be exploited by our competitors, result in the loss of potential business opportunities, cause concern for our current or potential clients and vendors, and make it more difficult to attract and retain qualified personnel and business partners; • These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of a particular business; and • If individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and to create additional value for our stockholders. 43
The FCPA generally prohibits U.S. companies from giving or offering money, gifts, or anything of value to a foreign official to obtain or retain business and 29 requires businesses to make and keep accurate books and records and a system of internal accounting controls.
The FCPA generally prohibits U.S. companies from giving or offering money, gifts, or anything of value to a foreign official to obtain or retain business and requires businesses to make and keep accurate books and records and a system of internal accounting controls.
Even an unsuccessful challenge by a regulatory or prosecutorial authority of our activities could result in adverse publicity, could require a costly response from us and could adversely affect our business, results of operations and financial condition. 22 E-Prescribing.
Even an unsuccessful challenge by a regulatory or prosecutorial authority of our activities could result in adverse publicity, could require a costly response from us and could adversely affect our business, results of operations and financial condition. E-Prescribing.
CMS has stated that it is concerned that percentage-based billing services may encourage billing companies to commit or to overlook fraudulent or abusive practices. A portion of our business involves billing Medicare claims on behalf of our clients.
CMS has stated that it is concerned that percentage-based billing services may encourage billing companies to commit or to overlook fraudulent or abusive practices. 24 A portion of our business involves billing Medicare claims on behalf of our clients.
While a combination of our solutions has been certified as meeting stage one, stage two, and stage three standards for certified electronic health record technology, the regulatory standards to achieve certification will continue to evolve over time.
While a combination of our solutions has been certified as meeting stage one, stage two, and stage three standards for certified electronic health record technology, the regulatory standards to achieve certification will continue to 25 evolve over time.
As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments. 35 If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or capital expenditures or seeking to raise additional capital.
As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments. 37 If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or capital expenditures or seeking to raise additional capital.
We also rely on nondisclosure agreements with certain employees, and we cannot be certain that these agreements will not be breached or that we will have adequate remedies for any breach. 33 If we are deemed to infringe on the intellectual property rights of third parties, we could incur unanticipated expense and be prevented from providing our products and services if we cannot obtain licenses to these rights on commercially acceptable terms.
We also rely on nondisclosure agreements with certain employees, and we cannot be certain that these agreements will not be breached or that we will have adequate remedies for any breach. 35 If we are deemed to infringe on the intellectual property rights of third parties, we could incur unanticipated expense and be prevented from providing our products and services if we cannot obtain licenses to these rights on commercially acceptable terms.
Under the 21st Century Cures Act, the HHS has the regulatory authority to investigate and assess civil monetary penalties of up to $1,000,000 against health IT developers and/or providers found to be guilty of "information blocking." This oversight and authority to investigate claims of information blocking creates significant risks for us and our clients and could potentially create substantial new compliance costs.
Under the 21st Century Cures Act, the DHHS has the regulatory authority to investigate and assess civil monetary penalties of up to $1,000,000 against health IT developers and/or providers found to be guilty of "information blocking." This oversight and authority to investigate claims of information blocking creates significant risks for us and our clients and could potentially create substantial new compliance costs.
In addition, local laws and customs in countries in which we contract with third-party partners may differ from those in the U.S.
In addition, local laws 30 and customs in countries in which we contract with third-party partners may differ from those in the U.S.
Change in the structures of the sales force and sales force management can result in temporary lack of focus and reduced productivity that 27 may affect revenues in one or more quarters. Future restructuring of our sales force could occur, and if so we may again experience the adverse transition issues associated with such restructuring.
Change in the structures of 28 the sales force and sales force management can result in temporary lack of focus and reduced productivity that may affect revenues in one or more quarters. Future restructuring of our sales force could occur, and if so we may again experience the adverse transition issues associated with such restructuring.
Should the requests for these financing arrangements continue or increase, our business 34 could be negatively impacted by our inability to finance these arrangements. In addition, the absence of credit could negatively impact our existing financing receivables should our clients with financing arrangements be unable to meet their obligations.
Should the requests for these financing arrangements continue or increase, our business 36 could be negatively impacted by our inability to finance these arrangements. In addition, the absence of credit could negatively impact our existing financing receivables should our clients with financing arrangements be unable to meet their obligations.
The markets for our Financial Health service offering may develop more slowly than we expect. Our success depends, in part, on the willingness of healthcare organizations to implement integrated solutions for the areas in which we provide services.
The markets for our Financial Health service offerings may develop more slowly than we expect. Our success depends, in part, on the willingness of healthcare organizations to implement integrated solutions for the areas in which we provide services.
Finally, with the change in presidential administrations in 2025, there is substantial uncertainty as to how, if at all, the new administration will seek to modify or revise the requirements and policies of HHS, CMS, the FDA and other regulatory agencies with jurisdiction over our products and services. 25 RISKS RELATED TO OUR BUSINESS Our strategy to transition to a subscription-based recurring revenue model and continued modernization of our technology may adversely affect our near-term revenue growth and results of operations.
Finally, with the change in presidential administrations in 2025, there is substantial uncertainty as to how, if at all, the new administration will seek to modify or revise the requirements and policies of the DHHS, CMS, the FDA and other regulatory agencies with jurisdiction over our products and services. 26 RISKS RELATED TO OUR BUSINESS Our strategy to transition to a subscription-based recurring revenue model and continued modernization of our technology may adversely affect our near-term revenue growth and results of operations.
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.
The applicable margin for SOFR loans and the letter of credit fee ranges from 1.5% to 3.0%. The applicable margin for base rate loans ranges from 0.5% to 2.0%, in each case based on the Company's consolidated net leverage ratio.
Economic, market and other factors may cause a decline in spending for information technology and services by our current and prospective clients which may result in less demand for our products, lower prices and, consequently, lower revenues and a lower revenue growth rate. The purchase of our information system involves a significant financial commitment by our clients.
Economic, market and other factors may cause a decline in spending for information technology and services by our current and prospective clients which may result in less demand for our products, lower prices and, consequently, lower revenues and a lower revenue growth rate. The purchase of our healthcare solutions and services involves a significant financial commitment by our clients.
Any one or more of such factors could directly or indirectly cause our actual financial condition and operating results to vary materially from our past or anticipated future financial condition or operating results. RISKS RELATED TO OUR INDUSTRY There are a limited number of hospitals in our target market.
Any one or more of such factors could directly or indirectly cause our actual financial condition and operating results to vary materially from our past or anticipated future financial condition or operating results. RISKS RELATED TO OUR INDUSTRY There are a limited number of acute care hospitals in our primary target market.
A one hundred basis point change in interest rate on our borrowings outstanding as of December 31, 2024 would result in a change in interest expense of approximately $1.7 million annually. 39 Macroeconomic conditions could have a materially adverse impact on our business, financial condition, or results of operations.
A one hundred basis point change in interest rate on our borrowings outstanding as of December 31, 2025 would result in a change in interest expense of approximately $1.7 million annually. 41 Macroeconomic conditions could have a materially adverse impact on our business, financial condition, or results of operations.
Brexit, government elections). Wages in India are increasing at a faster rate than those in many countries, including the United States. In addition, with the significant increase in the numbers of foreign businesses that have established operations in India, the competition to attract and 28 retain employees there has increased significantly.
Wages in India are increasing at a faster rate than those in many countries, including the United States. In addition, with the significant increase in the numbers of foreign businesses that have established operations in India, the competition to attract and 29 retain employees there has increased significantly.
We have been and may continue to be subject to activism in the future. For example, we recently engaged in a process with two of our significant stockholders, 40 which culminated in our entering into a cooperation agreement with each of these stockholders and resulting changes in our corporate governance.
We have been and may continue 42 to be subject to activism in the future. For example, in early 2025, we engaged in a process with two of our significant stockholders, which culminated in our entering into a cooperation agreement with each of these stockholders and resulting changes in our corporate governance.
If we fail to develop and maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and may adversely affect our business, financial condition and results of operations.
If we fail to remediate these material weaknesses and do not develop and maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and may adversely affect our business, financial condition and results of operations.
The HHS may impose penalties for information blocking that has occurred after September 1, 2023, and the ONC and the HHS released a final rule on June 24, 2024 listing certain disincentives for actors that conduct information blocking. Standards for Submission of Healthcare Claims .
The DHHS may impose penalties for information blocking that has occurred after September 1, 2023, and the ONC and the DHHS released a final rule in June 2024 listing certain disincentives for actors that conduct information blocking. Standards for Submission of Healthcare Claims .
Our primary objectives are to increase the market share of our Financial Health services, aggressively pursue competitive and vulnerable Patient Care replacement opportunities, and differentiate our products and services on a client experience basis that enables us to sell a broader set of services into a loyal base of clients that are our advocates.
Our primary objectives are to increase the market share of our Financial Health services in the 100 to 400 bed space, aggressively pursue competitive and vulnerable Patient Care replacement or enhancement opportunities, and differentiate our products and services on a client experience basis that enables us to sell a broader set of services into a loyal base of clients that are our advocates.
As we expand into new countries and markets, these risks could intensify. The application of the respective local laws and regulations to our business is sometimes unclear, subject to change over time, and often conflicting among jurisdictions. Additionally, these laws and government approaches to enforcement are continuing to change and evolve, just as our products and services continually evolve.
The application of the respective local laws and regulations to our business is sometimes unclear, subject to change over time, and often conflicting among jurisdictions. Additionally, these laws and government approaches to enforcement are continuing to change and evolve, just as our products and services continually evolve.
In March 2020, the Office of National Coordinator for Health Information Technology ("ONC") of the U.S. Department of Health and Human Services ("HHS") released the "21st Century Cures Act: Interoperablity, Information Blocking, and the ONC Health IT Certification Program, Final Rule." The rule implements several of the key interoperability provisions included in the 21st Century Cures Act.
In March 2020, the Office of National Coordinator for Health Information Technology ("ONC") of the DHHS released the "21st Century Cures Act: Interoperability, Information Blocking, and the ONC Health IT Certification Program, Final Rule." The rule implements several of the key interoperability provisions included in the 21st Century Cures Act.
Volatility may be caused by a number of factors including but not limited to: • actual or anticipated quarterly variations in operating results; • rumors about our performance, software solutions, or merger and acquisition activity; • changes in expectations of future financial performance or changes in estimates of securities analysts; • governmental regulatory action; • healthcare reform measures; • client relationship developments; • purchases or sales of Company stock; • changes occurring in the markets in general; 38 • macroeconomic conditions, both nationally and internationally; and • other factors, many of which are beyond our control.
Volatility may be caused by a number of factors including but not limited to: • actual or anticipated quarterly variations in operating results; • rumors about our performance, software solutions, or merger and acquisition activity; • changes in expectations of future financial performance or changes in estimates of securities analysts; • governmental regulatory action; • healthcare reform measures; • client relationship developments; • purchases or sales of Company stock; • changes occurring in the markets in general; • macroeconomic conditions, both nationally and internationally; and • other factors, many of which are beyond our control. 40 Furthermore, the stock market in general, and the market for software, healthcare and high technology companies in particular, has experienced significant volatility in recent years that often has been unrelated to the operating performance of particular companies.
Cost-containment measures instituted by healthcare providers as a result of regulatory reform or otherwise could result in a reduced allocation of capital funds. Such a reduction could have an adverse effect on our ability to sell our systems and related services. The new presidential administration is expected to seek additional cost containment measures in the Medicare and Medicaid programs.
Cost-containment measures instituted by healthcare providers as a result of regulatory reform or otherwise could result in a reduced allocation of capital funds. Such a reduction could have an adverse effect on our ability to sell our systems and related services.
The interest rate for the outstanding debt under our term loan facility and revolving credit facility as of December 31, 2024 was 7.69%.
The interest rate for the outstanding debt under our term loan facility and revolving credit facility as of December 31, 2025 was 5.92%.
As a result of the inherent limitations in our internal control over financial reporting, misstatements due to error or fraud may occur and not be detected.
Securities litigation could result in substantial costs and divert management’s attention and resources. As a result of the inherent limitations in our internal control over financial reporting, misstatements due to error or fraud may occur and not be detected.
If we are unable to remediate the existing material weakness and to develop and maintain effective internal control over financial reporting, or if the Company’s management concludes that we have any additional material weaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.
If we are unable to remediate the existing material weaknesses and to develop and maintain effective ICFR and DC&P, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.
The continued increase in fraud and abuse penalties is expected to adversely affect participants in the healthcare sector, including us. Among other things, the Health Reform Laws provide for the expansion of Medicaid eligibility, mandate material changes to the delivery of healthcare services and reduce the reimbursement paid for such services in order to generate savings in the Medicare program.
Among other things, the Health Reform Laws provide for the expansion of Medicaid eligibility, mandate material changes to the delivery of healthcare services and reduce the reimbursement paid for such services in order to generate savings in the Medicare program.
We continue to rely heavily on our direct sales force. Periodically, we have restructured or made other adjustments to our sales force in response to factors such as product changes, geographical coverage and other internal considerations.
We continue to rely heavily on our direct sales force. Periodically, we have restructured or made other adjustments to our sales force in response to factors such as product changes, geographical coverage and other internal considerations, including a reorganization in 2025 as described in the “Business-Commercial” section of this Annual Report.
Furthermore, many healthcare providers have consolidated to create larger healthcare delivery enterprises with greater market power. If this consolidation continues, we could lose existing clients and could experience a decrease in the number of potential purchasers of our products and services. The loss of existing and potential clients due to industry consolidation could cause our revenue growth rate to decline.
If this consolidation continues, we could lose existing clients and could experience a decrease in the number of potential purchasers of our products and services. The loss of existing and potential clients due to industry consolidation could cause our revenue growth rate to decline.
We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions.
These state-level initiatives reflect a growing trend toward AI regulation in the absence of federal legislation. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions.
As of December 31, 2024, we had approximately $172.8 million in principal amount of indebtedness, which includes $56.4 million under our term loan facility and $116.4 million borrowed under our revolving credit facility. We also had $43.6 million of unused commitments under our revolving credit facility as of December 31, 2024.
As of December 31, 2025, we had approximately $166.6 million in principal amount of indebtedness, which includes $69.1 million under our term loan facility and $97.5 million borrowed under our revolving credit facility. We also had $82.5 million of unused commitments under our revolving credit facility as of December 31, 2025.
RISKS RELATED TO OUR COMMON STOCK AND OTHER GENERAL RISKS We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance, one or more of which could adversely affect our business, financial condition, cash flows, revenue and results of operations.
The lenders under our term loan facility and revolving credit facility also have the right in these circumstances to terminate any commitments they have to provide further borrowings. 38 RISKS RELATED TO OUR COMMON STOCK AND OTHER GENERAL RISKS We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance, one or more of which could adversely affect our business, financial condition, cash flows, revenue and results of operations.
Any attack, even if only partially successful, could disrupt our networks, increase response time, negatively impact our ability to meet our service level obligations, and generally impede our ability to provide reliable service to our customers and the broader internet community.
Any attack, even if only partially successful, could disrupt our networks, increase response time, negatively impact our ability to meet our service level obligations, and generally impede our ability to provide reliable service to our customers and the broader internet community. 33 There have been recent disruptions in billing and data systems in healthcare (e.g., the cybersecurity incident affecting Change Healthcare).
Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, also could restrict our future access to the capital markets.
Failure to remedy any material weakness in our ICFR, to maintain effective DC&P, or to implement or maintain other effective control systems required of public companies, also could restrict our future access to the capital markets. We do not anticipate paying any dividends on our common stock.
To the extent these rules are narrowly construed, subsequently changed or supplemented, or that we are delayed in achieving certification under these evolving rules for applicable products, our clients may postpone or cancel their decisions to purchase or implement our software and systems. 24 As it relates specifically to interoperability, we are a member of CommonWell Health Alliance ("CommonWell"), a not-for-profit trade association comprised of healthcare information technology vendors devoted to the notion that patient data should be safely, securely and immediately available to patients and healthcare providers to support better care delivery, regardless of where that care occurs.
As it relates specifically to interoperability, we are a member of CommonWell Health Alliance ("CommonWell"), a not-for-profit trade association comprised of healthcare information technology vendors devoted to the notion that patient data should be safely, securely and immediately available to patients and healthcare providers to support better care delivery, regardless of where that care occurs.
Our target market of community hospitals typically serve higher uninsured populations than larger urban hospitals and rely 21 more heavily on Medicare and Medicaid for reimbursement.
The Health Reform Laws will continue to affect hospitals differently depending upon the populations they serve and their payor mix. Our 22 target market of community hospitals typically serve higher uninsured populations than larger urban hospitals and rely more heavily on Medicare and Medicaid for reimbursement.
The Health Reform Laws also modify certain payment systems to encourage more cost-effective, quality-based care and a reduction of inefficiencies and waste, including through various tools to address fraud and abuse. The Health Reform Laws will continue to affect hospitals differently depending upon the populations they serve and their payor mix.
The Health Reform Laws also modify certain payment systems to encourage more cost-effective, quality-based care and a reduction of inefficiencies and waste, including through various tools to address fraud and abuse. The continued increase in fraud and abuse penalties is expected to adversely affect participants in the healthcare sector, including us.
Moreover, in the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and divert management’s attention and resources.
These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of actual operating performance. Moreover, in the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation.
The stockholders agreed to customary standstill provisions during the term of the cooperation agreement, which we expect will expire in December 2025. Activist stockholders may seek to effect changes in our strategic direction, and how our company is governed, through changes to our Board or otherwise.
Activist stockholders may seek to effect changes in our strategic direction, and how our Company is governed, through changes to our Board or otherwise.
Despite extensive testing, from time to time we have discovered defects or errors in our products.
Tests of our products may not detect bugs or errors because it is difficult to simulate our clients’ wide variety of computing environments. Despite extensive testing, from time to time we have discovered defects or errors in our products.
Recently, there have been reports of disruptions in billing and data systems in healthcare (e.g., the cybersecurity incident affecting Change Healthcare). Such cybersecurity events which materially disrupt the healthcare system upon which our business relies could adversely affect our business if such disruption is widespread and continues for an extended period of time.
Such cybersecurity events which materially disrupt the healthcare system upon which our business relies could adversely affect our business if such disruption is widespread and continues for an extended period of time. Cyber incidents could also include the use of AI to launch more automated, targeted and coordinated attacks on targets.
Weak economic conditions or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession, changes in tariffs, trade agreements or governmental fiscal, monetary and tax policies, among others, could adversely impact our business, financial condition and operating results.
Weak economic conditions or significant uncertainty regarding the stability of financial markets could adversely impact our business, financial condition and operating results. We continue to have identified material weaknesses in our internal control over financial reporting.
Highly complex software products such as ours sometimes contain undetected errors or failures when first introduced or when updates and new versions are released. Tests of our products may not detect bugs or errors because it is difficult to simulate our clients’ wide variety of computing environments.
New products that we introduce or enhancements to our existing products may contain undetected errors or problems that could affect client satisfaction and cause a decrease in revenues. Highly complex software products such as ours sometimes contain undetected errors or failures when first introduced or when updates and new versions are released.
Although we have formulated strategic responses for capitalizing on each of the identified opportunities, there is no guarantee that such responses will ultimately prove successful. Additionally, to the extent that these opportunities fail to develop or develop more slowly than expected, our business, financial condition and operating results could be materially and adversely impacted.
Additionally, to the extent that these opportunities fail to develop or develop more slowly than expected, our business, financial condition and operating results could be materially and adversely impacted. Furthermore, many healthcare providers have consolidated to create larger healthcare delivery enterprises with greater market power.
Any failure by us to maintain effective internal control over financial reporting could adversely affect our ability to report accurately our financial condition or results of operations. We do not anticipate paying any dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Alternatively, if they are insufficient or are not sustained long enough to bring inflation to lower, more acceptable levels, our customers’ ability or willingness to spend on healthcare information technology may be impacted for a prolonged period of time. If a recession occurs, economies weaken, or inflationary trends continue, our business and operating results could be materially adversely affected.
Our ability to forecast our operating results, make business decisions and execute our business strategy could be adversely impacted by challenging macroeconomic conditions. If a recession occurs, economies weaken, or inflationary trends continue, our business and operating results could be materially adversely affected.
Removed
It remains to be seen whether the increase in the insured population for community hospitals will be sufficient to offset actual and proposed additional cuts in Medicare and Medicaid reimbursements contained in the Health Reform Laws.
Added
Also, by offering solutions down market to ambulatory care and specialty care, we are attempting to broaden our target market focus. Although we have formulated strategic responses for capitalizing on each of the identified opportunities, there is no guarantee that such responses will ultimately prove successful.
Removed
In 2023 the U.S. government issued an executive order on safe, secure and trustworthy AI. The EU’s Artificial Intelligence Act, which establishes EU-wide rules on data quality, transparency, human oversight and accountability with respect to the use of AI, was enacted in August 2024.
Added
Additionally, the current presidential administration has implemented the "Department of Government Efficiency" ("DOGE"), an advisory commission focused on restructuring and streamlining government agencies and reducing or eliminating regulations and federal government programs and other expenditures, which has also given rise to separate efforts at the state level to reduce government spending.
Removed
Cyber incidents could also include the use of AI to launch more automated, targeted and coordinated attacks on targets. New products that we introduce or enhancements to our existing products may contain undetected errors or problems that could affect client satisfaction and cause a decrease in revenues.
Added
In March 2025, in accordance with the DOGE Workforce Optimization Initiative, DHHS announced a significant agency restructuring, reducing the DHHS workforce and consolidating divisions of the agency.
Removed
On March 10, 2023, the calculation of the fixed charge coverage ratio was amended to specifically exclude from the definition of fixed charges the Company's share repurchases conducted during the third and fourth quarters of 2022. As of September 30, 2023, we were not in compliance with the fixed charge coverage ratio required by the credit agreement.
Added
Pressures on and uncertainty surrounding the U.S. federal and state annual appropriations, holds on congressionally authorized spending, or interruptions in the distribution of governmental funds, could adversely affect our financial results due to the reliance of many of our customers on payments from third-party healthcare payors, including Medicare, Medicaid, and other government-sponsored programs.
Removed
Similarly, we were not in compliance with this ratio as of December 31, 2023, and we received another waiver of this failure as an event of default pursuant to the Fourth Amendment to the credit agreement entered into by the parties on February 29, 2024.
Added
On July 4, 2025, the U.S. signed into law the OBBBA, which included significant reforms to Medicaid, including an estimated $1 trillion in reduced federal Medicaid spending from 2025 through 2034, the imposition of work requirements for certain adult enrollees, more frequent eligibility redeterminations, and increased cost-sharing for beneficiaries.
Removed
The lenders under our term loan facility and revolving credit facility also have the right in these circumstances to terminate any commitments they have to provide further borrowings.
Added
The OBBBA also implements additional eligibility rules on government health plans, expands administrative procedures around enrollment, modifies how states can obtain federal funding for Medicaid and no longer extends Affordable Care Act premium subsidies.
Removed
Furthermore, the stock market in general, and the market for software, healthcare and high technology companies in particular, has experienced significant volatility in recent years that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of actual operating performance.
Added
Additional federal and state guidance is expected to be issued in order to implement these OBBBA provisions, most of which have effective dates in 2027 and 2028. These changes are expected to reduce overall Medicaid enrollment and access to care.
Removed
In recent months, record levels of inflation have resulted in significant volatility and disruptions in the global economy. In response to rising inflation, central banks, including the United States Federal Reserve, have tightened their monetary policies and raised interest rates, and such measures may continue if there is a period of sustained heightened inflation.
Added
Any decrease in the number of insured patients or reimbursement levels could adversely affect our community hospital clients, which could adversely affect demand for our products and services.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changePrior work experience, knowledge, skills, or background for the SOC team include: law enforcement, DoD contractor work in cybersecurity, heavy involvement in numerous large scale intrusion investigations, published author of an Intrusion Analysis book, presentations at numerous conferences focused on cybersecurity, hundreds of forensic analysis cases, prior employment by other companies as cybersecurity/SOC analysts, and continuous on the job training We have a cybersecurity-specific risk assessment process, which helps identify our cybersecurity threat risks by comparing our process to industry standards and best practices standards set by the National Institute of Standards and Technology (“NIST”) and the International Organization for Standardization (“ISO”), as well as by engaging experts to attempt to infiltrate our 42 information systems, as such term is defined in Item 106(a) of Regulation S-K.
Biggest changePrior work experience, knowledge, skills, or background for the SOC team include: law enforcement, DoD contractor work in cybersecurity, heavy involvement in numerous large scale intrusion investigations, published author of an Intrusion Analysis book, presentations at numerous conferences focused on cybersecurity, hundreds of forensic analysis cases, prior employment by other companies as cybersecurity/SOC analysts, and continuous on the job training We have a cybersecurity-specific risk assessment process, which helps identify our cybersecurity threat risks by comparing our process to industry standards and best practices standards set by the National Institute of Standards and Technology (“NIST”) and the International Organization for Standardization (“ISO”), as well as by engaging experts to attempt to infiltrate our information systems, as such term is defined in Item 106(a) of Regulation S-K.
Our cybersecurity program includes controls designed to identify, protect against, detect, respond to and recover from information and cybersecurity incidents, as such term is defined in Item 106(a) of Regulation S-K, and to provide for the availability of critical data and systems and to maintain regulatory compliance.
Our cybersecurity program includes controls 44 designed to identify, protect against, detect, respond to and recover from information and cybersecurity incidents, as such term is defined in Item 106(a) of Regulation S-K, and to provide for the availability of critical data and systems and to maintain regulatory compliance.
In October 2017, the Board authorized the formation of a Cybersecurity Committee, which is now known as the Governance, Risk & Compliance (“GRC”) Committee. Our cybersecurity risk management process, which are discussed in greater detail below, are led by the GRC Committee.
In 2017, the Board authorized the formation of a Cybersecurity Committee, which is now known as the Governance, Risk & Compliance (“GRC”) Committee. Our cybersecurity risk management process, which are discussed in greater detail below, are led by the GRC Committee.
In October 2020, the Board created the Innovation and Technology Committee to aid the Board in its duties to assess and oversee the management of risks in the areas of information technology, information and data security, cybersecurity, disaster recovery, data privacy and business continuity.
In 2020, the Board created the Innovation and Technology Committee to aid the Board in its duties to assess and oversee the management of risks in the areas of information technology, information and data security, cybersecurity, disaster recovery, data privacy and business continuity.
An example of the assessment we use is the ISO 27001 assessment that was implemented started in 2020. Our team is continually evaluating our technology vendors and tools to ensure that we are managing evolving threats to the best of our ability.
An example of the assessment we use is the ISO 27001 assessment that was implemented starting in 2020. Our team is continually evaluating our technology vendors and tools to ensure that we are managing evolving threats to the best of our ability.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Company held property located on approximately 16.5 acres in Mobile, Alabama, which included approximately 135,500 square feet of office space spread throughout numerous buildings and 11.3 acres of undeveloped real property adjacent to the 43 buildings.
Biggest changePreviously, the Company held property located on approximately 16.5 acres in Mobile, Alabama, which included approximately 135,500 square feet of office space spread throughout numerous buildings and 11.3 acres of undeveloped real property adjacent to the buildings. The majority of the buildings were sold in October 2024, and the one remaining 3,500 square foot building was sold in April 2025.
Removed
In addition to the downtown and another location in Mobile, Alabama, we lease office space in Ridgeland, Mississippi and Pottsville, Pennsylvania. The terms of these leases generally range in length from six to ten years, and all of the leases contain an option to extend the lease period.
Added
In addition to the downtown and another location in Mobile, Alabama, we lease office space in Ridgeland, Mississippi. The Ridgeland lease is set to expire in February 2026. We believe our existing facilities are sufficient for our current needs.
Removed
During 2024, the following leases expired and were not renewed: Glenwood, Minnesota, Spokane, Washington and Rockville, Maryland. We believe our existing facilities are sufficient for our current needs.
Added
The remaining 11.3 acres are held for sale. 45
Removed
The majority of the buildings were sold in October 2024, and one remaining 3,500 square foot building and 11.3 acres were held for sale as of December 31, 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
ITEM 3. LEGAL PROCEEDINGS From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business.
Added
ITEM 3. LEGAL PROCEEDINGS From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. Management does not believe it is reasonably possible that such matters will have a material adverse effect on the Company’s financial statements. On February 13, 2026, VG Sellers, Inc.
Removed
We are not presently a party to any litigation or legal proceedings that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows. See Note 16 to the consolidated financial statements.
Added
(the "Seller") brought a civil action in the Delaware Chancery Court against the Company alleging breaches of the Securities Purchase Agreement (the "SPA") governing the Company’s acquisition of Viewgol, LLC in October 2023 (the "Viewgol Acquisition").
Added
Among other claims, the Seller alleges that it is entitled to an additional payment of up to $31.5 million pursuant to the earnout provisions set forth in the SPA, based on the Seller's assertion that Viewgol, LLC achieved certain financial targets for the year ended December 31, 2024 (such payment, the "2024 Earnout Payment").
Added
The Company believes that the Seller is not entitled to any portion of the 2024 Earnout Payment.
Added
On March 10, 2026, the Company filed its Answer to Seller’s Complaint and filed Counterclaims against Seller that, among other things, seek a declaration that Seller is not entitled to any portion of the 2024 Earnout Payment; assert a claim against the Seller’s former owners for breach of the SPA; and seek compensatory damages and other remedies as a result of wrongdoing by Seller and its former owners.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn July 27, 2022, the Board of Directors extended the expiration date of the stock repurchase program to September 4, 2024. The share repurchase program expired according to its terms on September 4, 2024. The Company repurchased 340,732 and 49,789 shares during 2022 and 2023, respectively, and no shares during 2024 pursuant to the share repurchase program.
Biggest changeOn July 27, 2022, the Board of Directors extended the expiration date of the stock repurchase program to September 4, 2024. The share repurchase program expired according to its terms on September 4, 2024. The Company repurchased 49,789 shares during 2023, and no shares during 2024 and 2025 pursuant to the share repurchase program.
TruBridge’s common stock is listed on the NASDAQ Global Select Market under the symbol "TBRG." Prior to March 4, 2024, TruBridge's common stock was listed under the symbol “CPSI.” Dividends On September 4, 2020, our Board of Directors opted to indefinitely suspend all quarterly dividends.
TruBridge’s common stock is listed on the NASDAQ Global Select Market under the symbol “TBRG.” Prior to March 4, 2024, TruBridge's common stock was listed under the symbol “CPSI.” Dividends On September 4, 2020, our Board of Directors opted to indefinitely suspend all quarterly dividends.
Any future stock repurchase transactions may be made through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the securities Exchange Act of 1934, as amended. 45
Any future stock repurchase transactions may be made through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the securities Exchange Act of 1934, as amended. 47
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for TruBridge Common Stock As of March 12, 2025, there were approximately 81 registered holders of our common stock, as provided to us by our transfer agent.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for TruBridge Common Stock As of March 26, 2026, there were approximately 99 registered holders of our common stock, as provided to us by our transfer agent.
This number does not include the number of beneficial owners whose shares are held in “street” names by broker-dealers and other institutions who hold shares on behalf of their clients. As of March 12, 2025, there were 14,870,198 shares of common stock outstanding.
This number does not include the number of beneficial owners whose shares are held in “street” names by broker-dealers and other institutions who hold shares on behalf of their clients. As of March 26, 2026, there were 14,906,825 sha res of common stock outstanding.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations The following table sets forth certain items included in our results of operations for each of the three years in the period ended December 31, 2024, expressed as a percentage of our total revenues for these periods: Year ended December 31, 2024 2023 2022 (In thousands) Amount % Sales Amount % Sales Amount % Sales INCOME DATA: Revenues: Financial Health $ 217,672 63.5 % $ 192,325 57.2 % $ 179,870 55.1 % Patient Care 124,974 36.5 % 143,630 42.8 % 146,778 44.9 % Total revenues 342,646 100.0 % 335,955 100.0 % 326,648 100.0 % Expenses Costs of revenue (exclusive of amortization and depreciation) Financial Health 116,891 34.1 % 110,192 32.8 % 97,024 29.7 % Patient Care 51,640 15.1 % 65,676 19.5 % 69,517 21.3 % Total costs of revenue (exclusive of amortization and depreciation) 168,531 49.2 % 175,868 52.3 % 166,541 51.0 % Product development 34,456 10.1 % 37,246 11.1 % 31,898 9.8 % Sales and marketing 27,059 7.9 % 28,049 8.3 % 27,131 8.3 % General and administrative 76,992 22.5 % 76,153 22.7 % 54,965 16.8 % Amortization 27,627 8.1 % 24,522 7.3 % 20,887 6.4 % Depreciation 1,346 0.4 % 1,946 0.6 % 2,443 0.7 % Goodwill impairment — — % 35,913 10.7 % — — % Trademark impairment — — % 2,342 0.7 % — — % Total expenses 336,011 98.1 % 382,039 113.7 % 303,865 93.0 % Operating income (loss) 6,635 1.9 % (46,084) (13.7) % 22,783 7.0 % Other income (expense): Other income (expense) (670) (0.2) % 745 0.2 % 1,618 0.5 % Interest expense (16,169) (4.7) % (12,521) (3.7) % (6,320) (1.9) % Total other income (expense) (16,839) (4.9) % (11,776) (3.5) % (4,702) (1.4) % Income (loss) before taxes (10,204) (3.0) % (57,860) (17.2) % 18,081 5.5 % Provision (benefit) for income taxes 10,235 3.0 % (9,426) (2.8) % 2,214 0.7 % Net income (loss) $ (20,439) (6.0) % $ (48,434) (14.4) % $ 15,867 4.9 % 49 2024 Compared to 2023 Revenues Total revenues for the year ended December 31, 2024 increased by $6.7 million, or 2.0%, compared to the year ended December 31, 2023.
Biggest changeResults of Operations The following table sets forth certain items included in our results of operations for each of the three years in the period ended December 31, 2025, expressed as a percentage of our total revenues for these periods: Year ended December 31, 2025 2024 2023 (In thousands) Amount % Sales Amount % Sales Amount % Sales INCOME DATA: Revenues: Financial Health $ 221,657 63.9 % $ 217,366 63.5 % $ 193,334 57.4 % Patient Care 125,179 36.1 % 124,839 36.5 % 143,630 42.6 % Total revenues 346,836 100.0 % 342,205 100.0 % 336,964 100.0 % Expenses Costs of revenue (exclusive of amortization and depreciation) Financial Health 113,891 32.8 % 116,738 34.1 % 109,881 32.6 % Patient Care 49,083 14.2 % 52,182 15.2 % 65,682 19.5 % Total costs of revenue (exclusive of amortization and depreciation) 162,974 47.0 % 168,920 49.4 % 175,563 52.1 % Product development 32,557 9.4 % 35,449 10.4 % 38,827 11.5 % Sales and marketing 23,509 6.8 % 25,907 7.6 % 27,531 8.2 % General and administrative 80,687 23.3 % 76,992 22.5 % 76,153 22.6 % Amortization 25,185 7.3 % 27,220 8.0 % 24,377 7.2 % Depreciation 1,092 0.3 % 1,346 0.4 % 1,946 0.6 % Goodwill impairment — — % — — % 35,913 10.7 % Trademark impairment — — % — — % 2,342 0.7 % Total expenses 326,004 94.0 % 335,834 98.1 % 382,652 113.6 % Operating income (loss) 20,832 6.0 % 6,371 1.9 % (45,688) (13.6) % Other income (expense): Other income (expense) (4,647) (1.3) % (670) (0.2) % 745 0.2 % Interest expense (12,316) (3.6) % (16,169) (4.7) % (12,521) (3.7) % Total other expense (16,963) (4.9) % (16,839) (4.9) % (11,776) (3.5) % Income (loss) before taxes 3,869 1.1 % (10,468) (3.1) % (57,464) (17.1) % Provision (benefit) for income taxes (485) (0.1) % 10,477 3.1 % (9,331) (2.8) % Net income (loss) $ 4,354 1.3 % $ (20,945) (6.1) % $ (48,133) (14.3) % 51 2025 Compared to 2024 Revenues Total revenues for the year ended December 31, 2025 increased by $4.6 million, or 1%, compared to the year ended December 31, 2024.
All changes to purchase accounting that do not qualify as measurement period adjustments are included in current period earnings. 55 The fair value amount assigned to an intangible asset is based on an exit price from a market participant’s viewpoint, and utilizes data such as discounted cash flow analysis and replacement cost models.
All changes to purchase accounting that do not qualify as measurement period adjustments are included in current period earnings. The fair value amount assigned to an intangible asset is based on an exit price from a market participant’s viewpoint, and utilizes data such as discounted cash flow analysis and replacement cost models.
The term loan facility and revolving credit facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted SOFR rate for the relevant interest period, subject to a floor of 0.5%, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2).
The term loan facility and revolving credit facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) Term SOFR for the relevant interest period, subject to a floor of 0.0%, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2).
The overwhelming majority of our historical Patient Care installations have been under a perpetual license model, but customer demand has dramatically shifted towards a SaaS license model in the past several years. SaaS license models made up only 12% of annual new acute care Patient Care installations in 2018, increasing to 100% during 2022 through 2024.
The overwhelming majority of our historical Patient Care installations have been under a perpetual license model, but customer demand has dramatically shifted towards a SaaS license model in the past several years. SaaS license models made up only 12% of annual new acute care Patient Care installations in 2018, increasing to 100% during 2022 through 2025.
We may also seek to grow through acquisitions of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals. 46 Our growth strategy is heavily dependent on our ability to cross-sell Financial Health services to our Patient Care customer base.
We may also seek to grow through acquisitions of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals. 48 Our growth strategy is heavily dependent on our ability to cross-sell Financial Health services to our Patient Care customer base.
With the rapid maturity of the EHR industry and the increasing prevalence of and demand for outsourced revenue cycle management ("RCM") services and complementary solutions, we've seen our strategy, operations, and financial results naturally evolve to become more heavily associated with RCM, with RCM-related revenues comprising 64% of our consolidated revenue for 2024.
With the rapid maturity of the EHR industry and the increasing prevalence of and demand for outsourced revenue cycle management ("RCM") services and complementary solutions, we've seen our strategy, operations, and financial results naturally evolve to become more heavily associated with RCM, with RCM-related revenues comprising 64% of our consolidated revenue for 2025.
Accordingly, we are exposed to fluctuations in interest rates on borrowings under our credit facilities. A one hundred basis point change in interest rate on our borrowings outstanding as of December 31, 2024 would result in a change in interest expense of approximately $1.7 million annually. We did not have investments as of December 31, 2024.
Accordingly, we are exposed to fluctuations in interest rates on borrowings under our credit facilities. A one hundred basis point change in interest rate on our borrowings outstanding as of December 31, 2025 would result in a change in interest expense of approximately $1.7 million annually. We did not have investments as of December 31, 2025.
We expect this trend to continue for the foreseeable future, with the resulting impact on the Company’s financial statements being reduced Patient Care revenues in the period of installation in exchange for 47 increased recurring periodic revenues (reflected in Patient Care revenues) over the term of the SaaS arrangement.
We expect this trend to continue for the foreseeable future, with the resulting impact on the Company’s financial statements being reduced Patient Care revenues in the period of installation in exchange for 49 increased recurring periodic revenues (reflected in Patient Care revenues) over the term of the SaaS arrangement.
Since 2019, these retention rates have consistently remained in the mid-to-high 90th percentile ranges. Specifically, we achieved retention rates between 92.1% and 98.2% in 2021 through 2024, as EHR product consolidation has led to an increase in attrition from our non-flagship products during recent years (retention for our flagship EHR product was approximately 97.3% in 2024).
Since 2019, these retention rates have consistently remained in the mid-to-high 90th percentile ranges. Specifically, we achieved retention rates between 92.1% and 98.2% in 2021 through 2025, as EHR product consolidation has led to an increase in attrition from our non-flagship products during recent years (retention for our flagship EHR product was approximately 97.2% in 2025).
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.
The applicable margin for SOFR loans and the letter of credit fee ranges from 1.5% to 3.0%. The applicable margin for base rate loans ranges from 0.5% to 2.0%, in each case based on the Company's consolidated net leverage ratio.
Our target market for our Financial Health and Patient Care solutions includes community hospitals with fewer than 400 acute care beds and their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. 97% of our Patient Care hospital customer base is comprised of hospitals with fewer than 100 beds.
Our target market for our Financial Health and Patient Care solutions includes community hospitals with fewer than 400 acute care beds and their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. Approximately 98% of our Patient Care hospital customer base is comprised of hospitals with fewer than 100 beds.
When combined with scheduled payments on existing financing arrangements, the reduced frequency of new financing arrangements has resulted in a substantial reduction in financing receivables during 2024.
When combined with scheduled payments on existing financing arrangements, the reduced frequency of new financing arrangements has resulted in a substantial reduction in financing receivables during 2025.
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).
Each of our credit facilities bears interest at a rate per annum equal to an applicable margin plus, at our option, either (1) Term SOFR for the relevant interest period, subject to a floor of 0.0%, (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).
Our credit facilities are secured pursuant to the Amended and Restated Credit Agreement, dated as of June 16, 2020, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries.
Our credit facilities under the Amended Credit Agreement are secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of November 25, 2025, 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.
Although we believe that that our approach to estimates and judgments regarding our allowance for credit losses is reasonable, actual results could differ and we may be exposed to increases or decreases in required allowances that could be material. Business Combinations, including Purchased Intangible Assets The Company accounts for business combinations at fair value.
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. Business Combinations, including Purchased Intangible Assets The Company accounts for business combinations at fair value.
Liquidity and Capital Resources Sources of Liquidity As of December 31, 2024, our principal sources of liquidity consisted of cash and cash equivalents of $12.3 million and our remaining borrowing capacity under the revolving credit facility of $43.6 million, compared to $3.8 million of cash and cash equivalents and $24.3 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2023.
Liquidity and Capital Resources Sources of Liquidity As of December 31, 2025, our principal sources of liquidity consisted of cash and cash equivalents of $24.9 million and our remaining borrowing capacity under the revolving credit facility of $82.5 million, compared to $12.3 million of cash and cash equivalents and $43.6 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2024.
Income (Loss) Before Taxes As a result of the foregoing factors, income (loss) before taxes improved to a loss of $10.2 million in 2024, compared to a loss of $57.9 million in 2023. Provision (Benefit) for Income Taxes Our effective income tax rates for 2024 and 2023 were (100)% and 16%, respectively.
Income (Loss) Before Taxes As a result of the foregoing factors, income (loss) before taxes improved to income of $3.9 million in 2025, compared to a loss of $10.5 million in 2024. (Benefit) Provision for Income Taxes Our effective income tax rates for 2025 and 2024 were (13)% and (100%), respectively.
There are no intersegment revenues to be eliminated in computing segment revenue. Segment Adjusted EBITDA - Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Financial Health adjusted EBITDA increased by $13.0 million, or 56%, compared to 2023.
There are no intersegment revenues to be eliminated in computing segment revenue. Segment Adjusted EBITDA - Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 Financial Health Adjusted EBITDA increased by $3.1 million, or 9%, compared to 2024.
We believe that our cash and cash equivalents of $12.3 million as of December 31, 2024, our future operating cash flows, and our remaining borrowing capacity under the revolving credit facility of $43.6 million as of December 31, 2024, taken together, provide adequate resources to fund ongoing cash requirements for the next twelve months and beyond.
We believe that our cash and cash equivalents of $24.9 million as of December 31, 2025, our future operating cash flows, and 54 our remaining borrowing capacity under the revolving credit facility of $82.5 million as of December 31, 2025, taken together, provide adequate resources to fund ongoing cash requirements for the next twelve months and beyond.
On May 2, 2022, we entered into a First Amendment to the Amended Restated Credit Agreement that further increased the aggregate principal amount of our credit facilities to $230 million, which included a $70 million term loan facility and a $160 million revolving credit facility. 52 As of December 31, 2024, we had $172.8 million in principal amount of indebtedness outstanding under the credit facilities.
On May 2, 2022, we entered into a First Amendment to the Amended Restated Credit Agreement that further increased the aggregate principal amount of our credit facilities to $230 million, which included a $70 million term loan facility and a $160 million revolving credit facility.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, but actual results may differ from these estimates under different assumptions or conditions.
We are required to make some estimates and judgments that affect the preparation of these financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, but actual results may differ from these estimates under different assumptions or conditions.
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.
Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning December 31, 2025, with quarterly principal payments of approximately $0.9 million through September 30, 2030, and the outstanding principal balance due on the term loan maturity date of November 25, 2030, or such earlier date as such obligations may become due and payable pursuant to the terms of the Amended Credit Agreement.
We had $172.8 million of outstanding borrowings under our credit facilities with Regions Bank at December 31, 2024.
We had $166.6 million of outstanding borrowings under our credit facilities with Regions Bank at December 31, 2025.
Adjusted EBITDA consists of GAAP net income (loss) as reported and adjusts for (i) deferred revenue purchase accounting adjustments arising from purchase allocation adjustments related to business acquisitions; (ii) depreciation expense; (iii) amortization of software development costs; (iv) amortization of acquisition-related intangible assets; (v) stock-based compensation; (vi) severance and other non-recurring charges; (vii) interest expense and other, net; (viii) impairment of goodwill; (ix) impairment of trademark intangibles; (x) (gain) loss on contingent consideration; and (xi) the provision (benefit) for income taxes.
Adjusted EBITDA consists of GAAP net income (loss) as reported and adjusts for (i) depreciation expense; (ii) amortization of software development costs; (iii) amortization of acquisition-related intangible assets; (iv) stock-based compensation; (v) severance and other non-recurring charges; (vi) interest expense and other income, net; (vii) impairment of goodwill; (viii) impairment of trademark intangibles; (ix) change in fair value of contingent consideration; (x) loss (gain) on disposal of property and equipment; (xi) gain on sale of AHT; and (xii) the (benefit) provision for income taxes.
Operating Cash Flow Activities Net cash provided by operating activities increased by $31.1 million from $1.1 million for 2023 to $32.1 million for 2024, as the Company’s net income (loss) increased by $28.0 million.
Operating Cash Flow Activities Net cash provided by operating activities increased by $5.8 million from $31.1 million for 2024 to $37.0 million for 2025, as the Company’s net income (loss) increased by $25.3 million.
Net Income (Loss) Net Income (loss) for 2024 improved by $28.0 million to a loss of $20.4 million, or a loss of $1.38 per basic and diluted share, compared to a loss of $48.4 million, or $3.34 per basic and diluted share, for 2023.
Net Income (Loss) Net Income (loss) for 2025 improved by $25.3 million to income of $4.4 million, or $0.29 per basic and diluted share, compared to a loss of $20.9 million, or a loss of $1.41 per basic and diluted share, for 2024.
Costs of Revenue (exclusive of amortization and depreciation) Total costs of revenue (exclusive of amortization and depreciation) decreased by $7.3 million compared to 2023. As a percentage of total revenues, costs of revenue (exclusive of amortization and depreciation) decreased slightly to 49% during 2024 compared to 52% during 2023.
Costs of Revenue (exclusive of amortization and depreciation) Total costs of revenue (exclusive of amortization and depreciation) decreased by $5.9 million compared to 2024. As a percentage of total revenues, costs of revenue (exclusive of amortization and depreciation) decreased to 47% during 2025 compared to 49% during 2024.
Credit Agreement As of December 31, 2024, we had $56.4 million in principal amount outstanding under the term loan facility and $116.4 million in principal amount outstanding under the revolving credit facility.
Credit Agreement As of December 31, 2025, we had $69.1 million in principal amount outstanding under the term loan facility and $97.5 million in principal amount outstanding under the revolving credit facility.
Financing Cash Flow Activities During 2024, our financing activities were a net use of cash in the amount of $27.7 million, as long-term debt principal payments of $56.3 million and $0.4 million used to repurchase shares of our common stock were partially offset by $29.5 million in borrowings from our revolving line of credit.
Financing Cash Flow Activities During 2025, our financing activities were a net use of cash in the amount of $9.7 million, as long-term debt principal payments of $189.0 million and $1.9 million used to repurchase shares of our common stock (to fund required tax withholding related to the vesting of restricted stock) were partially offset by $112.9 million in borrowings from our revolving line of credit and $68.4 million in net proceeds from long-term debt.
The Rights would only become exercisable upon the occurrence of certain events as described in the Rights Agreement. The Company analyzed the terms governing the Rights under ASC 480, Distinguishing Liabilities from Equity, and concluded that the Rights were a freestanding financial instrument that qualified for liability classification.
The Company analyzed the terms governing the Rights under ASC 480, Distinguishing Liabilities from Equity , and concluded that the Rights were a freestanding financial instrument that qualified for liability classification.
Specifically, the provisions within the Rights Agreement provided for scenarios outside of the Company’s control that could require the Company to settle a portion of the Rights in cash, rather than in shares of common stock. The Rights were only exercisable upon the occurrence of certain events, which had not occurred as of the end of the reporting period.
Specifically, the provisions within the Rights Agreement provided for scenarios outside of the Company’s control that could require the Company to settle a portion of the Rights in cash, rather than in shares of common stock.
At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company’s issued and outstanding common stock, par value $0.001, pursuant to the Rights Agreement, expired. 53 Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one half of a share of common stock, at an exercise price of $28.00 for each one half of a share of common stock (equivalent to $56.00 for each whole share of common stock), subject to certain adjustments.
Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one half of a share of common stock, at an exercise price of $28.00 for each one half of a share of common stock (equivalent to $56.00 for each whole share of common stock), subject to certain adjustments.
With Viewgol as a subsidiary, we have greatly enhanced our control over the resource availability for this initiative and we expect to achieve meaningful per-unit cost efficiencies.
Since taking over the operations of Viewgol following the Earnout period in 2025, we have greatly enhanced our control over the resource availability for this initiative and we expect to achieve meaningful per-unit cost efficiencies.
Software Development Costs Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software . 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.
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 according to ASC 350-40. Capitalized costs are amortized on a straight-line basis over five years.
Our effective tax rate for 2024 was significantly impacted by a $12.7 million federal and state valuation allowance recorded on deferred tax assets as of December 31, 2024. This valuation allowance primarily relates to capitalized research and expenditures and capital loss carryforwards that are not more likely than not to be realized.
Our effective tax rate for 2025 was primarily impacted by changes in the federal and state valuation allowances and research and development tax credits recorded on deferred tax assets as of December 31, 2025. This valuation allowance is recorded as, in the judgment of management, the deferred tax assets are not more likely than not to be realized.
Co rresponding to this increased profitability, net cash provided by operating activities increased by $31.1 million, from $1.1 million provided by operations during 2023 to $32.1 million provided by operations during 2024.
In addition, interest expense declined by $3.9 million. Co rresponding to this increased profitability, net cash provided by operating activities increased by $5.8 million, from $31.1 million provided by operations during 2024 to $37.0 million provided by operations during 2025.
This was partially offset by a decrease in cost of revenues of $14.0 million due to lower payroll and software costs as a result of our vendor savings initiative, the voluntary early retirement program, and labor force optimization. 2023 Compared to 2022 For a discussion and analysis of changes in financial condition and results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024.
This increase was primarily a result of an increase in installation and SaaS revenues and cost optimization efforts across labor costs, software costs, travel expense and product development expense. 2024 Compared to 2023 For a discussion and analysis of changes in financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 17, 2025.
Stock Repurchases On September 4, 2020, our Board of Directors approved a stock repurchase program to repurchase up to $30.0 million in aggregate amount of the Company's outstanding shares of common stock through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
During 2024, our financing activities were a net use of cash in the amount of $27.7 million, as long-term debt principal payments of $56.3 million and $0.4 million used to repurchase shares of our common stock (to fund required tax withholding related to the vesting of restricted stock) were partially offset by $29.5 million in borrowings from our revolving line of credit. 55 Stock Repurchases On September 4, 2020, our Board of Directors approved a stock repurchase program to repurchase up to $30.0 million in aggregate amount of the Company's outstanding shares of common stock through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
The increase in cash flows provided by operations was partially driven by the increased collections from improved working capital management and the timing of income tax payments.
The increase in cash flows provided by operations was primarily driven by the increased collections from improved working capital management partially offset by the timing of income tax payments. Investing Cash Flow Activities Net cash used in investing activities was $14.7 million during 2025, compared to net cash provided by investing activities of $5.1 million during 2024.
Bookings Bookings is a key operational metric used by management to assess the relative success of our sales generation efforts, and were as follows for the years ended December 31, 2024 and 2023, respectively: (In thousands) 2024 2023 Financial Health (1) $ 48,860 $ 48,986 Patient Care (2) 33,214 31,253 Total Bookings $ 82,074 $ 80,239 (1) Generally calculated as the annual contract value (2) Generally calculated as the total contract value for system sales and SaaS, and annual contract value for maintenance and support Financial Health bookings during 2024 were effectively flat, decreasing by $0.1 million compared to 2023.
Refer to Note 13 of the consolidated financial statements included herein for additional detail regarding our credit facilities. 56 Bookings Bookings is a key operational metric used by management to assess the relative success of our sales generation efforts, and were as follows for the years ended December 31, 2025 and 2024, respectively: (In thousands) 2025 2024 Financial Health (1) $ 47,727 $ 48,860 Patient Care (2) 35,201 33,214 Total Bookings $ 82,928 $ 82,074 (1) Generally calculated as the annual contract value (2) Generally calculated as the total contract value for system sales and SaaS, and annual contract value for maintenance and support Financial Health bookings during 2025 decreased by $1.1 million, or 2%, compared to 2024, driven by a reduction of net-new bookings of $8.0 million, partially offset by an increase in cross-sell bookings of $6.9 million, primarily from the Encoder solution.
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 qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount, no further testing is required. If the qualitative assessment indicates otherwise, a quantitative goodwill impairment test is performed, in which the estimated fair value of the reporting unit is compared to its carrying amount, including goodwill.
The following table presents a summary of the revenues and adjusted EBITDA of our two operating segments for the years ended December 31, 2024 and 2023.
These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP. 53 The following table presents a summary of the revenues and Adjusted EBITDA of our two operating segments for the years ended December 31, 2025 and 2024.
Significant estimates included in our financial statements include those for reserves related to uncertain tax positions, bad debt and credit allowances, legal liability exposure or lack thereof, accrued expenses, and (prior to 2023) self-insurance reserves under our health insurance plan. 56 Quantitative and Qualitative Disclosures about Market and Interest Rate Risk Our exposure to market risk relates primarily to the potential fluctuations in the Secured Overnight Financing Rate ("SOFR") which replaced the British Bankers Association London Interbank Offered Rate ("LIBOR") as the new benchmark interest rate for our credit facilities.
Quantitative and Qualitative Disclosures about Market and Interest Rate Risk Our exposure to market risk relates primarily to the potential fluctuations in the Secured Overnight Financing Rate ("SOFR") which replaced the British Bankers Association London Interbank Offered Rate ("LIBOR") as the benchmark interest rate for our credit facilities.
We review acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired.
Goodwill represents the excess of consideration paid over the estimated fair value of the identifiable net tangible and intangible assets acquired in business combinations. Goodwill is not amortized and is evaluated for impairment at least annually as of October 1, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.
Critical Accounting Policies and Estimates General Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We are required to make some estimates and judgments that affect the preparation of these financial statements.
Our metrics may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies. 57 Critical Accounting Policies and Estimates General Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
This increase was primarily driven by acute care cross-sell bookings, which increased by $4.9 million, or 31%, and new business bookings, which increased by $0.5 54 million, or 5% compared to 2023. This was partially offset by post-acute Patient Care bookings, which decreased by $3.5 million due to the sale of AHT in January of 2024.
The reduction in net-new bookings included a decrease in Viewgol bookings of $0.4 million. Patient Care bookings during 2025 increased by $2.0 million, or 6%, compared to 2024. This increase was primarily driven by acute care net-new bookings, which increased by $4.5 million, or 48%, offset by cross-sell bookings, which decreased by $2.5 million, or 10%, compared to 2024.
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.
ASC 350 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of greater than 50 percent) that the fair value of a reporting unit is less than its carrying amount.
We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.
We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms. Additionally, the Amended Credit Agreement requires compliance with a consolidated net leverage ratio test and a fixed charge coverage ratio test.
The segment measurements provided to and evaluated by the chief operating decision makers ("CODM") are 51 described in Note 18 to the condensed consolidated financial statements. These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.
The segment measurements provided to and evaluated by the chief operating decision maker ("CODM") are described in Note 18 to the consolidated financial statements.
Product development costs decreased by $2.8 million, or 7%, compared to 2023, primarily due to labor cost optimization. Sales a nd Marketing Sales and marketing costs decreased by $1.0 million, or 4%, compared to 2023 driven by reduced payroll and marketing program costs. General and Administrative General and administrative expenses increased by $0.8 million, or 1%, compared to 2023.
Product development costs decreased by $2.9 million, or 8%, compared to 2024, primarily due to reductions in labor, offshore, and cloud expenses as a result of cost optimization initiatives. 52 Sales a nd Marketing Sales and marketing costs decreased by $2.4 million, or 9%, compared to 2024, driven by lower commissions due to the product mix of bookings.
Year Ended December 31, Change 2024 2023 $ % (In thousands) Revenues by segment: Financial Health $ 217,672 $ 192,325 $ 25,347 13 % Patient Care 124,974 143,630 (18,656) (13) % Adjusted EBITDA by segment: Financial Health $ 36,163 $ 23,196 $ 12,967 56 % Patient Care 20,407 20,900 (493) (2) % Segment Revenues Refer to the corresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis.
Year Ended December 31, Change 2025 2024 $ % (In thousands) Revenues by segment: Financial Health $ 221,657 $ 217,366 $ 4,291 2 % Patient Care 125,179 124,839 340 — % Adjusted EBITDA by segment: Financial Health $ 39,978 $ 36,845 $ 3,133 9 % Patient Care 28,691 19,054 9,637 51 % Segment Revenues Refer to the corresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis.
Any principal outstanding under the revolving credit facility is due and payable on the maturity date.
Any principal outstanding under the revolving credit facility is due and payable on the revolving loan maturity date of November 25, 2030, or such earlier date as such obligations may become due and payable pursuant to the terms of the Amended Credit Agreement.
Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors. Refer to Note 13 of the consolidated financial statements included herein for additional detail regarding our credit facilities.
Our obligations under the Amended Credit Agreement are also guaranteed by the Subsidiary Guarantors.
We generated revenues o f $342.6 million from the sale of our products and services during 2024, compared to $336.0 million during 2023.
While we continually seek to proactively manage controllable expenses, inflationary pressure on costs has led to, and could lead to, erosion of margins. 50 2025 Financial Overview We generated revenues o f $346.8 million from the sale of our products and services during 2025, compared to $342.2 million during 2024.
This increase in cash provided by investing activities was due to the completion of our sale of AHT in January 2024 for proceeds of $21.4 million, a decrease in investments in software development, and the sale of property during the second half of 2024.
Net cash provided by investing activities for 2024 included proceeds from sale of business of $21.4 million and property and equipment of $2.5 million, partially offset by investments in software development of $16.5 million and purchases of property and equipment of $1.6 million.
If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds that reporting unit's fair value. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered to be impaired.
An impairment charge is recognized for the amount by which the carrying amount exceeds fair value. For the annual goodwill impairment assessment performed during the year ended December 31, 2025, the Company elected to perform a qualitative assessment.
While revenues have increased by $25.3 million, or 13%, this growth has been partially offset by an increase in costs of revenue (exclusive of amortization and depreciation) of $6.7 million, or 6%. The adjusted EBITDA increase was due to the Viewgol acquisition as well as incremental revenue from new contracts.
This increase was due to year over year growth from new bookings and a reduction in domestic labor costs as a result of the transition to the global workforce, partially offset by increased product development and administrative costs. Patient Care Adjusted EBITDA increased by $9.6 million, or 51%, compared to 2024.
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. Estimates The Company uses estimates to record certain other transactions and liabilities.
We test for impairment whenever events or changes in circumstances that could impact recoverability occur. Under ASC 985-20, costs incurred before technological feasibility are expensed as research and development. Costs incurred after technological feasibility and before the product is available for general release to customers are capitalized according to ASC 985-20.
Net income (loss) increased by $28.0 million to a net loss of $20.4 million during 2024, compared to a net loss of $48.4 million during 2023 .
The increase was primarily due to incremental revenue generated from new bookings across both segments, partially offset by customer attrition. Net income (loss) increased by $25.3 million to a net income of $4.4 million during 2025, compared to a net loss of $20.9 million during 2024 .
Removed
While we continually seek to proactively manage controllable expenses, inflationary pressure on costs has led to, and could lead to, erosion of margins. 48 2024 Financial Overview In the fourth quarter of 2022, the Company started to make changes to its organizational structure and management system to better align the Company's operating model with its strategic initiatives.
Added
This was driven by an increase in operating income of $14.5 million primarily due to (i) revenue growth, (ii) reduction in costs due to the global offshore initiative and labor cost optimization, (iii) lower severance and other non-recurring charges, and (iv) lower depreciation and amortization, including $2.9 million of accelerated amortization of software development costs associated with the sunset of one of the Company’s products in the second quarter of 2024.
Removed
With these changes, the Company realigned its reportable segments from three reportable segments of (i) RCM, (ii) EHR, and (iii) Patient Engagement to two reportable segments of (i) RCM and (ii) EHR. The Patient Engagement segment results have been transitioned into the EHR segment. During the Company’s realignment, the reportable segments naming convention was updated.
Added
Total investment in capital expenditures, excluding proceeds from sale of property and equipment, decreased by $1.0 million, or 5%, to $17.1 million during 2025, compared to $18.1 million during 2024. Total capitalized software development costs decreased by $0.7 million, or 4%, compared to 2024, driven by reductions in product development labor and offshore cost through optimization initiatives.
Removed
The previously reported RCM segment has been updated to Financial Health and the former EHR segment has been updated to Patient Care. Throughout this discussion, prior-year results have been recast to conform with the change in reportable segments noted above.
Added
Purchases of property and equipment decreased by $0.3 million, or 20%, from the prior year period due to fewer purchases of computer equipment.
Removed
The increase was primarily due to organic growth in the Financial Health segment and inorganic growth from the acquisition of Viewgol, partially offset by the sale of American HealthTech, Inc (AHT), the Company’s post-acute care EHR business .
Added
Total revenues were comprised of the following for the years ended December 31, 2025 and 2024: Year ended December 31, (In thousands) 2025 2024 Recurring revenues Financial Health $ 217,783 $ 212,054 Patient Care 109,370 111,325 Total recurring revenues 327,153 323,379 Non-recurring revenues Financial Health 3,874 5,312 Patient Care 15,809 13,514 Total non-recurring revenues 19,683 18,826 Total revenues $ 346,836 $ 342,205 Financial Health revenues increased by $4.3 million, or 2%, compared to 2024.
Removed
This was driven by an increase in operating income of $52.7 million primarily due to the impairment charges of $35.9 million and $2.3 million recognized on goodwill and a trademark asset, respectively, during 2023, along with a reduction in costs of revenue in 2024.
Added
Recurring Financial Health revenues increased by $5.7 million compared to the prior year period, primarily due to an increase in revenue generated by bookings, partially offset by customer attrition. Non-recurring Financial Health revenues decreased by $1.4 million, primarily due to fewer short-term consulting projects compared to the prior year period.
Removed
Financial Health revenues increased by $25.3 million, or 13%, compared to 2023, primarily due to the acquisition of Viewgol, which increased Financial Health revenue by $16.3 million. Revenues excluding Viewgol increased by $9.0 million, driven by new contracts.
Added
Patient Care revenues increased by $0.3 million, or 0%, from the prior year period, primarily due to an increase in revenue from EHR installations, new SaaS contracts, and migrations to SaaS arrangements, partially offset by the impact of the sunset of our Centriq product and the sale of AHT.
Removed
Patient Care revenues decreased by $18.7 million, or 13%, from the year ended December 31, 2023, primarily due to the sale of AHT and the sunset of our Centriq platform, and were comprised of the following for the years ended December 31, 2024 and 2023: Year ended December 31, (In thousands) 2024 2023 Recurring Patient Care revenues (1) Acute Care $ 110,794 $ 115,184 Post-acute Care 597 14,712 Total recurring Patient Care revenues 111,391 129,896 Non-recurring Patient Care revenues (2) Acute Care 13,513 12,316 Post-acute Care 70 1,418 Total non-recurring Patient Care revenues 13,583 13,734 Total Patient Care revenue $ 124,974 $ 143,630 (1) Mostly comprised of support and maintenance, third-party subscriptions, and SaaS revenues.
Added
Centriq and AHT revenue accounted for $3.6 million in 2025, compared to $8.6 million in 2024. Patient Care revenue excluding Centriq and AHT was $121.6 million in 2025, up 5% from $116.3 million in 2024. Recurring Patient Care revenues decreased by $2.0 million, or 2%, compared to 2024.
Removed
(2) Mostly comprised of installation revenues from the sale of our acute and post-acute care Patient Care solutions and related applications under a perpetual (non-subscription) licensing model. Recurring Patient Care revenues decreased by $18.5 million, or 14%, compared to 2023.
Added
The decrease was driven by the decline in revenue due to the Centriq sunset and customer attrition in the Patient Engagement business, partially offset by revenue generated by bookings. Non-recurring Patient Care revenues increased by $2.3 million, or 17%, compared to 2024. This increase was due to an increase in installation revenue from new contracts.
Removed
The decrease was driven by the sale of AHT in January 2024, which caused a decrease in post-acute care recurring revenues of $14.1 million. Acute care recurring revenues decreased by $4.4 million driven by a decline in support revenues due to customer migration to SaaS arrangements and the sunset of our Centriq platform.
Added
Costs associated with our Financial Health revenues decreased by $2.8 million, or 2%, compared to 2024, driven by a reduction in domestic labor costs as a result of the transition to the global workforce and the effects of the 2024 cost optimization initiative.
Removed
Non-recurring Patient Care revenues decreased by $0.2 million, or 1%, compared to 2023. This decrease was primarily due to the sale of AHT in January 2024. Patient Care revenues for 2024 included $0.7 million in revenues from AHT, which the Company sold in January 2024. See Note 3 to the consolidated financial statements included herein for more information.
Added
Costs associated with our Patient Care revenues decreased by $3.1 million, or 6%, compared to 2024, primarily due to cost optimization efforts including reductions to labor costs, software costs, and travel expense.
Removed
Costs associated with our Financial Health revenues increased by $6.7 million, or 6%, compared to 2023, driven by increased costs of revenue from Viewgol of $5.3 million. Costs associated with revenues excluding Viewgol increased by $1.4 million, primarily from incremental offshore costs to support organic revenue growth.

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