Building Healthier Communities
2019 Annual Report
COMPANY PROFILE
CPSI is a leading provider of healthcare solutions and services for community hospitals, their clinics
and postacute care facilities. Founded in 1979, CPSI offers its products and services through four
companies – Evident, LLC; American HealthTech, Inc.; TruBridge, LLC; and iNetXperts, Corp., d/b/a Get
Real Health. Our combined companies are focused on helping improve the health of the communities we
serve, connecting communities for a better patient care experience, and improving the financial operations
of our customers. Evident provides comprehensive acute care EHR solutions and related services for
community hospitals and their physician clinics. American HealthTech is one of the nation’s largest providers
of EHR solutions and related services for post-acute care facilities. TruBridge focuses on providing business
management, consulting and managed IT services, along with its complete RCM solution, for all care settings.
Get Real Health delivers technology solutions aimed at improving patient engagement for individuals and
healthcare providers. For more information, visit www.cpsi.com.
ANNUAL MEETING
The annual meeting of stockholders will be held April 30, 2020, at 8:00 a.m. Central Time, at The Grand Hotel
Golf Resort & Spa, One Grand Boulevard, Point Clear, Alabama.
FINANCIAL HIGHLIGHTS
(In thousands, except per share data)
Total sales revenue
Total cost of sales
Gross profit
Total operating expenses
Operating income
Total other expense
Income before income taxes
Provision for income taxes
Net income
Net income per share – basic and diluted
Weighted average shares outstanding:
Basic
Diluted
1
1
4
,
0
8
2
$
7
2
9
,
6
7
2
$
4
3
6
,
4
7
2
$
2
7
2
,
7
6
2
$
Year Ended December 31,
2019
2018
$ 274,634
130,489
144,145
119,562
24,583
(887)
23,696
3,228
20,468
1.43
$
$ 280,411
130,683
149,728
124,846
24,882
(6,774)
18,108
476
17,632
1.26
$
13,778
13,778
13,561
13,568
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TO OUR SHAREHOLDERS:
In 2019, CPSI reached an important milestone, as we proudly celebrated 40 years in business. Since inception,
we have pursued the same goal – to be a trusted partner and advocate of community healthcare. We have built
our business by connecting providers, patients and communities to improve healthcare outcomes. Community
healthcare providers have unique technology needs in order to remain competitive and maximize the efficiency
of their operations, improve their financial performance, maintain the privacy and security of patient information
and above all, enhance the quality of patient care. Through vision, innovation and collaboration, CPSI has earned
a favorable reputation as a trusted partner in addressing these unique needs, not only with our solutions and
services, but also by seeking client input in the development process and providing critical ongoing support to
ensure our client’s success. We are proud of our success, as evidenced by our client base of over 4,000 acute
and post-acute care facilities that employ solutions from the CPSI family of companies, including a growing
number of clients supported by TruBridge, our services business.
One constant during our 40 years in business has been our ability to adapt to changing delivery and payment
models for healthcare services, which allows us to stay at the forefront of providing innovative software and
services to meet the critical needs of the communities we serve. In recent years, the evolution of the value-
based care model as an alternative to traditional healthcare payment systems has placed a stronger emphasis
on preventive population health strategies and the critical need for more cost-efficient care. In today’s healthcare
environment, it is imperative that providers have the right solutions that share information across the continuum
of care for clinical decision support, patient engagement and after-care treatment. CPSI has continued to
respond to these opportunities and meet the changing demands of a dynamic marketplace.
In 2019, we strengthened our market presence and positioned CPSI as a leader in shaping the future of community
healthcare, focusing on three strategic initiatives: developing a single-platform EHR across all care settings,
expanding the TruBridge services footprint and pursuing complementary acquisitions and external partnerships.
Over the past year, we continued to invest in and deliver on our product development strategy that benefits our
clients across all care settings. Through our own development process or collaboration with other vendors, our
primary objective is to enhance our strong value proposition and strengthen the connection between providers,
patients and communities. In February 2019, we announced that patients of the Evident community hospitals
and clinics can access their health records via Health Records on iPhone. This feature brings together hospitals,
clinics and the existing Apple Health app to make it easy for individual patients to see their available health
data from multiple providers, whenever they choose. This past year, we introduced Notes, a pivotal tool that
provides complete, thorough and convenient documentation in the Thrive EHR for all aspects of the physician-
patient encounter. All relevant patient information is in one place, providing physicians with immediate access
to clinical data alongside their own diagnostic and therapeutic notes. The result is complete, highly specific and
clearly recorded patient information leading to more effective diagnosis and treatment. In addition to Notes, we
made significant progress in the development of new communications tools that improve workflows between
physicians, nurses and patients in the hospital, ambulatory care and post-acute care setting.
We were excited to see an increased amount of TruBridge bookings from contracts outside our core EHR client
base, which provides confidence in the additional marketing opportunities for TruBridge. At the same time, we
have demonstrated continued success in cross-selling TruBridge services into our EHR base, including insurance
follow-up, RCM, medical coding and private pay services. In 2019, we introduced the new TruBridge Chronic
Care Management (CCM) Service, created to help providers improve the health outcomes of their chronically
ill population. Importantly, this platform will address the growing need to not only provide care management,
but also streamline billing and health data collection and analysis to enable providers to be more efficient. The
CCM Service is part of the expanding suite of scalable solutions offered by TruBridge to help providers improve
productivity, increase cash flow, manage reimbursement and enhance patient services. As we move beyond
the meaningful use incentive era in the EHR market, we see an increasing amount of our future growth derived
from cross-selling TruBridge services. Importantly, we have developed strong client relationships and built
a reputation as a trusted partner that helps these providers get results. With a total market opportunity of
$400 million in cross-selling and an estimated total addressable market of over $1.0 billion in the target hospital
market under 600 beds, we are increasingly confident about the long-term growth prospects for TruBridge over
the next three years.
CPSI further extended our market reach in 2019 with the acquisition of Get Real Health. Based in Rockville,
Maryland, Get Real Health delivers technology solutions to improve patient outcomes and engagement
strategies with healthcare providers. We believe this acquisition strengthens our position in community
healthcare with an expanded footprint in the chronic care market and increased exposure to opportunities in
international markets. The solutions offered by Get Real Health fit with our product strategy and allow us to
build upon our foundation and offer new solutions that are aligned with the current trends of value-based care.
These offerings include a chronic care management solution, a patient portal, a data analytics development
platform and a consumer facing personal health record.
Get Real Health also brings a portfolio of products and technologies that we can leverage to accelerate the growth
of TruBridge. With the ability to combine patient engagement solutions with the TruBridge care management
services, including the new CCM Service, we have enhanced our ability to provide community hospitals with
a competitive advantage over larger healthcare systems, keeping healthcare more local and personal. Get
Real Health also brings many years of international business experience and connections, opening potential
new markets for CPSI’s existing offerings. We believe our similar company cultures and shared mission of
advancing community healthcare will help us to distinguish ourselves in the markets that we serve.
We also continued to identify and engage in other strategic partnerships that we believe are complementary to
our growth objectives. At the end of 2019, we reached an agreement with Sunnybrook Health Sciences Centre
to create a first, made-in-Canada, Hospital Information System (HIS) solution. The combination of Sunnycare,
Sunnybrook’s clinical workflow solution, and the Evident EHR platform delivers a cost-effective alternative
for managing hospital information and improving patient outcomes. Development of the new solution will
take place in a new Canadian Healthcare Innovation Centre, located in Toronto. We are excited about the
opportunity to leverage our combined experience, as we work toward our common goal of bringing this unique
and competitive offering to the Canadian market in 2020 and beyond.
At the beginning of 2020, we announced an innovative partnership with WorldQuant Predictive, a predictive
analytics firm, that will use advanced technology, including machine learning and artificial intelligence, to
derive meaningful insights from real-world clinical evidence. Through this collaboration, CPSI and WorldQuant
Predictive will have a unique opportunity to use predictive tools to accelerate precision medicine, increase
efficiency in the delivery of healthcare services, and reduce overall healthcare costs. In addition, we have the
ability to develop models to improve decision support and benchmarks that could drive industry best practices
for the community healthcare setting and improve overall outcomes for more patients.
Our financial results in 2019 reflected our longstanding history of successfully serving our communities, as well
as the strategic progress we made during the year. For the year, we reported total revenues of $274.6 million,
compared with $280.4 million for 2018. Our top-line results include a slower start for the first half of the year,
due to elongated sales cycles and a slower decision-making process that resulted in lighter than expected
bookings. However, we were pleased to see a more favorable trend in bookings in the second half of the
year, which provides additional confidence heading into 2020. We were also pleased to see an increase in
average contract prices, which we believe is being driven by a shift in the competitive landscape, as well as
the favorable response to our products and our ability to deliver a single platform solution. In 2019, we also
focused on growing our recurring revenue as we work to build a more stable and predictable business. Notably,
customer preferences have shifted from the traditional license model to a Software as a Service (SaaS) model,
with approximately 40 percent of our new electronic health record (EHR) deals sold as SaaS in 2019, providing
a favorable impact on recurring revenue.
In 2019, TruBridge made meaningful progress in bookings and revenue, as we continue to focus on our services
business as a key driver of our growth strategy. For the year, bookings for TruBridge services increased by
7.8 percent and total revenues were $109.3 million, up 9.0 percent over 2018. Notably, we had a very strong
fourth quarter of TruBridge bookings, providing momentum as we head into 2020. This growth included a
meaningful contribution from nTrust, our SaaS offering which combines our acute or post-acute care EHR with
revenue cycle management (RCM) solutions from TruBridge.
We reported net income of $20.5 million, or $1.43 per diluted share, in 2019, compared with $17.6 million, or
$1.26 per diluted share, for 2018. The growth in profits despite the decline in revenues came from managing
our costs in line with the revenue fluctuations that characterize our business, and we are pleased with the
results of our cost-saving initiatives as we worked hard over the past year to drive greater efficiencies across
our family of companies. Cash provided by operations was $43.6 million, compared with $23.9 million for the
prior year. Importantly, this strength in cash flow allowed for a net reduction in bank debt of approximately
$23.0 million, and we were pleased to surpass our leverage target for the year. We enter 2020 with sufficient
capital to continue to execute our growth strategies, including investments in new solutions and services, and
pursue more opportunistic capital allocation priorities.
Finally, the refreshment of our Board of Directors that began in 2017 continued in 2019. Early in the year, we
elected Jeffrey A. Strong, Managing Partner of Gilead Capital LP, as a director. In addition, Glenn P. Tobin, an
existing director, was named independent Chairperson of the Board, effective at the Company’s 2019 Annual
Meeting of Stockholders. In December 2019, we welcomed Christopher T. Hjelm as an independent director.
Chris recently retired after serving 14 years with The Kroger Company, the largest supermarket chain in the
United States, where he served as Executive Vice President and Chief Information Officer. Jeffrey and Chris
each bring unique strengths and experience to CPSI as we work together to meet our primary objective to
deliver greater value to both the communities we serve and our shareholders.
In January 2020, we were also pleased to announce that Regina M. Benjamin and Denise W. Warren were
named to the 2019 WomenInc.’s Most Influential Corporate Board Directors. It is an honor having two of
our independent board members recognized for their contributions to and professional success in business.
Each of these accomplished women has shared her own perspectives and extensive healthcare leadership and
experience with CPSI, and we continue to benefit from their significant contributions.
For 40 years, CPSI has played a leading role in connecting providers, patients and communities with the
solutions and services they need to meet the challenges of a dynamic healthcare system. As we enter the
next decade, our commitment to our mission remains stronger than ever, and we are confident we have the
right strategy, scale and market presence to ensure the best outcome for CPSI and the communities we
serve. Looking ahead to 2020, we will focus on leveraging the momentum and the robust addressable market
for TruBridge, converting more of our EHR revenue to a SaaS model, and capitalizing on opportunities in the
international market, including those specific to Get Real Health. We are fortunate to have the financial strength
to execute our growth strategy, and we are excited about the opportunities ahead for CPSI. Above all, we are
proud of the hard work of our exceptional team of employees, who share our unwavering commitment to our
clients’ success and instill confidence in our ability to continue to move CPSI forward. With the leadership of
an experienced Board of Directors and management team, we will continue to pursue a strategic direction that
delivers greater value to our shareholders and the communities we serve.
Thank you for the support your investment provides.
J. Boyd Douglas
President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
Commission file number: 000-49796
COMPUTER PROGRAMS AND SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
6600 Wall Street, Mobile, Alabama
(Address of Principal Executive Offices)
74-3032373
(I.R.S. Employer
Identification No.)
36695
(Zip Code)
(251) 639-8100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $.001 per share
Trading symbol
CPSI
Name of each exchange on which registered
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," accelerated filer,” "smaller reporting company," and
"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Emerging Growth Company
¨
¨
☐
Accelerated filer
Smaller reporting company
ý
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of common stock held by non-affiliates of the registrant at June 30, 2019 was $298,301,584.
As of March 9, 2020, the registrant had outstanding 14,356,296 shares of its common stock.
DOCUMENTS INCORPORATED BY REFERENCE IN THIS FORM 10-K:
Portions of the definitive Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this
report to the extent described herein.
Item No.
Page No.
Special Note Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TABLE OF CONTENTS
1
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1B.
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PART I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industry Dynamics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Our Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Our Products and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product Development and Enhancement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
System Implementation and Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clients, Sales and Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Health Information Security and Privacy Practices . . . . . . . . . . . . . . . . . . . . . . . .
Managing Cybersecurity Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company Web Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15 . . . . . . . . . . . . . Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
*
Portions of the definitive Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated by reference
into Part III of this report to the extent described herein.
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified
generally by the use of forward-looking terminology and words such as "expects," "anticipates," "estimates," "believes,"
"predicts," "intends," "plans," "potential," "may," "continue," "should," "will" and words of comparable meaning. Without
limiting the generality of the preceding statement, all statements in this Annual Report relating to estimated and projected
earnings, margins, costs, expenditures, cash flows, growth rates and future financial results are forward-looking statements. We
caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance.
Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-
looking statements. Such factors may include:
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saturation of our target market and hospital consolidations;
changes in customer purchasing priorities, capital expenditures and demand for information technology systems;
overall business and economic conditions affecting the healthcare industry, including the effects of the federal
healthcare reform legislation enacted in 2010, and implementing regulations, on the businesses of our hospital
customers;
government regulation of our products and services and the healthcare and health insurance industries, including
changes in healthcare policy affecting Medicare and Medicaid reimbursement rates and qualifying technological
standards;
competition with companies that have greater financial, technical and marketing resources than we have;
future acquisitions that may be expensive, time consuming, and subject to other inherent risks which may jeopardize
our ability to realize anticipated benefits;
our ability to attract and retain qualified client service and support personnel;
failure to properly manage growth in new markets we may enter;
exposure to numerous and often conflicting laws, regulations or other requirements through our international business
activities and processes;
failure to develop new technology and products in response to market demands;
failure of our products to function properly resulting in claims for medical and other losses;
breaches of security and viruses in our systems resulting in customer claims against us and harm to our reputation;
failure to maintain customer satisfaction through new product releases free of undetected errors or problems;
failure to convince customers to migrate to current or future releases of our products;
failure to maintain our margins and service rates for implementation services;
potential liability arising out of the licensing of our software and provision of services and our dependency on our
licenses of rights, products and services from third parties;
• misappropriation of our intellectual property rights and potential intellectual property claims and litigation against us;
•
•
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interruptions in our power supply and/or telecommunications capabilities, including those caused by natural disaster;
general economic conditions, including changes in the financial and credit markets that may affect the availability and
cost of credit to us or our customers;
our substantial indebtedness, and our ability to incur additional indebtedness in the future;
our potential inability to generate sufficient cash in order to meet our debt service obligations;
restrictions on our current and future operations because of the terms of our senior secured credit facilities;
i
• market risks related to interest rate changes;
•
•
changes in accounting principles generally accepted in the United States of America; and
significant charges to earnings if our goodwill or intangible assets become impaired; and fluctuations in quarterly
financial performance due to, among other factors, timing of customer installations.
For more information about the risks described above and other risks affecting us, see "Risk Factors" beginning on page
17 of this Annual Report. We also caution investors that the forward-looking information described herein represents our
outlook only as of this date, and we undertake no obligation to update or revise any forward-looking statements to reflect events
or developments after the date of this Annual Report.
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PART I
ITEM 1.
BUSINESS
Overview
CPSI is a leading provider of healthcare solutions and services for community hospitals and other healthcare systems and
post-acute care facilities. Founded in 1979, CPSI offers its products and services through four companies - Evident, LLC
("Evident"), TruBridge, LLC ("TruBridge"), American HealthTech, Inc. ("AHT"), and iNetXperts, Corp. d/b/a Get Real Health
("Get Real Health"). These combined companies are focused on improving the health of the communities we serve, connecting
communities for a better patient care experience, and improving the financial operations of our clients. The individual
contributions of each of these companies towards this combined focus are as follows:
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Evident, which makes up our Acute Care EHR reporting segment, provides comprehensive acute care electronic health
record ("EHR") solutions, Thrive and Centriq, and related services for community hospitals and their physician clinics.
AHT, which makes up our Post-acute Care EHR reporting segment, provides a comprehensive post-acute care EHR
solution and related services for skilled nursing and assisted living facilities.
TruBridge, our third reporting segment, focuses on providing business management, consulting, and managed
information technology ("IT") services along with its complete revenue cycle management ("RCM") solution for all
care settings, regardless of their primary healthcare information solutions provider.
Get Real Health, included within our TruBridge segment, delivers technology solutions to improve patient outcomes
and engagement strategies with care providers.
Our companies currently support approximately 800 acute care facilities and approximately 3,300 post-acute care
facilities with a geographically diverse customer mix within the domestic community healthcare market. Our target market for
our acute care solutions includes community hospitals with fewer than 200 acute care beds. Our primary focus within this
defined target market is on hospitals with fewer than 100 beds, which comprise approximately 98% of our acute care hospital
EHR customer base. Our target market for our TruBridge services includes community hospitals with fewer than 600 acute care
beds. The target market for our post-acute care solutions consists of approximately 15,500 skilled nursing facilities that are
either independently owned or part of a larger management group with multiple facilities. During 2019, we generated revenues
of $274.6 million from the sale of our products and services.
Industry Dynamics
The healthcare industry is the largest industry in the United States economy, comprising approximately 17.7% of the U.S.
gross domestic product in 2018 according to the Centers for Medicare and Medicaid Services ("CMS"). CMS estimates that by
fiscal 2027, total U.S. healthcare spending will reach $6.0 trillion, or 19.4% of the estimated U.S. gross domestic product.
Hospital services represents one of the largest categories of total healthcare expenditures, comprising approximately 33%
of total healthcare expenditures in 2017 according to the National Center for Health Services. According to the American
Hospital Association’s AHA Hospital Statistics, 2020 Edition, there are approximately 3,900 community hospitals in the United
States that are in our target market of hospitals with fewer than 200 beds, with approximately 2,900 of those in our primary area
of focus of fewer than 100 acute care beds. In addition, there is a market of small specialty hospitals that focus on discrete
medical areas such as surgery, rehabilitation and long-term acute care.
Notwithstanding the size and importance of the healthcare industry within the United States economy, the industry is
constantly challenged by changing economic dynamics, increased regulation and pressure to improve the quality of healthcare.
These challenges are particularly significant for the hospitals in our target market due to their more limited financial and human
resources and their dependency on Medicare and Medicaid populations for a substantial portion of their revenue. However, we
believe healthcare providers can successfully address these issues with the help of advanced medical information systems and
our suite of complementary services. Specific examples of the challenges and opportunities facing healthcare providers include
the following:
Changing Economic Dynamics. The economy of the healthcare industry, although not immune to general macroeconomic
conditions, is heavily impacted by legislative and regulatory initiatives of the federal and state governments. These legislative
and regulatory initiatives have a particularly significant impact on our customer base, as community hospitals typically generate
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a significant portion of their revenues from beneficiaries of the Medicare and Medicaid programs. Consequently, even small
changes in these federal and state programs have a disproportionately larger effect on community hospitals as compared to
larger facilities where greater portions of their revenues are typically generated from beneficiaries of private insurance
programs. Medicare and Medicaid funding and reimbursements fluctuate year to year and, with the growth in healthcare costs,
will continue to be scrutinized as the federal and state governments attempt to control the costs and growth of the program. The
Medicaid program, which is a federal/state program managed by the individual states and dependent in part on funding from the
states, also continues to experience funding issues due to the increasing cost of healthcare and limited state revenues.
Mandatory cuts in federal spending resulting from the Budget Control Act of 2011 (the "Budget Control Act") became
effective in March 2013. Although Medicaid is specifically exempted from the cuts mandated by the legislation, the Budget
Control Act includes a reduction of up to 2% in federal Medicare spending, which has been achieved by reduced
reimbursements to healthcare providers. Additionally, the Patient Protection and Affordable Care Act, more commonly referred
to as the Affordable Care Act (the "ACA"), has put into effect a number of provisions designed to reduce Medicare and
Medicaid program spending by significant amounts. As the federal government seeks in the future to further limit deficit
spending due to fiscal restraints, it will likely continue to cut entitlement spending programs such as Medicare and Medicaid
matching grants, which will place further cost pressures on hospitals and other healthcare providers. Furthermore, federal and
state budget shortfalls could lead to potential reductions in funding for Medicare and Medicaid. Further reductions in
reimbursements from Medicare and Medicaid could lead to hospitals postponing expenditures on information technology.
While legislative and regulatory initiatives are placing significant pressure on Medicare and Medicaid reimbursements,
our customer base of community hospitals is also likely faced with increases in demand for Medicare and Medicaid services.
We expect that the demand for Medicare and Medicaid services will increase for the foreseeable future due to the growing
number of people born during the post-World War II baby boom that are becoming eligible for Medicare benefits at age 65, as
well as states electing to expand Medicaid coverage under the provisions of the ACA. The challenges posed by this dual-threat
of increased demand for Medicare and Medicaid services and downward pressure on reimbursements are further complicated
by the shift away from volume-based reimbursement towards value-based reimbursement, linking reimbursement to quality
measurements and outcomes.
To compete in the continually changing healthcare environment, providers are increasingly using technology in order to
help maximize the efficiency of their business practices, to assist in enhancing patient care, and to maintain the privacy and
security of patient information. Healthcare providers are placing increased demands on their information systems to accomplish
these tasks. We believe that information systems must facilitate management of patient information across administrative,
financial and clinical tasks. Information systems must also effectively interface with a variety of payor organizations within the
increasingly complex reimbursement environment.
The American Recovery and Reinvestment Act of 2009. In 2009, the U.S. federal government enacted the American
Recovery and Reinvestment Act (the "ARRA"), which included the Health Information Technology for Economic and Clinical
Health Act ("HITECH"). HITECH authorized the EHR incentive program, which provided significant incentive funding to
physicians and hospitals that can prove they have adopted and are appropriately using technology such as our EHR solutions.
The level to which healthcare providers must prove they are effectively utilizing such solutions in order to qualify for these
incentives is measured through an escalating criteria designated as "meaningful use." As a result of our obtaining the required
certifications and our track record with our hospital customers successfully achieving meaningful use, the ARRA continues to
have a positive impact on our business and the businesses of the community hospitals that comprise our target market.
Similarly, compliance with the meaningful use rules accelerated the purchases of incremental applications by our existing
clients. Consequently, our penetration rates within our existing customer base for our current menu of applications have
increased significantly under the ARRA, thereby significantly narrowing the market for add-on sales to existing clients in future
years. As a result of the announcement from CMS on August 2, 2018 of a final rule changing the attestation period for 2019 and
2020 to any continuous 90-day period instead of the previously-required full year attestation period, hospitals had until October
1, 2019 to install compliant technology in order to meet the requirements of the program during 2019, compared to a deadline
of January 1, 2019 under the previous rule. The stage three requirements of the meaningful use program (re-named "Promoting
Interoperability" by such rule) provided a significant opportunity for add-on sales revenues during 2019.
Continued Push for Improved Patient Care. With the increased pressure to improve the quality of healthcare and reduce
costs, there is a general shift towards value-based reimbursement, which increases the demand for information technology
solutions for clinical decision support. This migration toward clinical decision support solutions is further supported by the
ARRA. Provisions of the ARRA offered incentives for hospitals to become meaningful users of EHRs through September
2015. Hospitals and healthcare providers that did not implement and demonstrate meaningful use of EHRs by October 1, 2014
were penalized with lower Medicare payment levels after that date.
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In the face of decreasing revenue and increasing pressure to improve patient care, healthcare providers are in need of
management tools and related services that (1) increase efficiency in the delivery of healthcare services, (2) reduce medical
errors, (3) effectively track the cost of delivering services so that those costs can be properly managed and (4) increase the
speed and rate of reimbursement. A hospital’s failure to adequately invest in a modern medical information system could result
in fewer patient referrals, cost inefficiencies, lower than expected reimbursement, increased malpractice risk and possible
regulatory infractions. Additionally, we believe that the industry will continue to increase its utilization of third party services
that contribute to the achievement of these and other objectives necessary for success in the current environment. We believe
these dynamics should allow for future revenue growth for both our information technology solutions and our complementary
suite of services.
Our Solutions
Evident and American HealthTech provide tailored IT solutions that effectively address the specific needs of small and
midsize hospitals and their physician clinics, as well as skilled nursing facilities of all sizes across the U.S. Their broad
offerings of software products and services collect, process, retain, and report data in the primary functional areas of these
healthcare providers, from patient care to clinical processing to administration and accounting. Due to their smaller operating
budgets, community hospitals have limited financial and human resources to operate manual or inefficient information systems.
However, these hospitals are expected to achieve the same quality of care and regulatory compliance as larger hospitals, placing
them in a particularly difficult operating environment. These pressures on the operating environments of community hospitals
were increased with the passage of the ARRA in 2009 which, in addition to providing incentives to healthcare providers to
achieve meaningful use of EHR, has resulted in lowered Medicare payment levels for healthcare providers that have yet to
achieve meaningful use of EHR.
We believe that our acute care IT solutions meet these challenges facing community hospitals by providing fully
integrated, enterprise-wide and ARRA-certified medical information systems and services that are compliant with the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"). Further, through our wholly-owned subsidiary, TruBridge,
we offer business management, consulting and managed IT services, along with its full RCM solution, that allow our acute and
post-acute care clients to outsource all or just a portion of their business office function. Consulting and other services help
clients avoid some of the fixed costs of a business office and leverage our expertise and resources in helping them identify their
IT objectives, define the best way to meet those requirements and manage the resulting projects and associated technologies. As
a result, we are capable of providing a single-source solution to healthcare organizations, making us a partner in their initiatives
to improve operations and medical care.
As a key component to providing complete solutions, we maintain strong partnerships with our clients through a variety
of two-way communication channels, including our support teams, role-based user groups, client councils, client work groups,
our annual National Client Conference and other organized events and venues that foster insightful and meaningful
communication. By listening to our clients and staying abreast of market trends, we strive to provide the right healthcare
solutions at the right time to help meet the specific business needs of acute and post-acute care organizations. Our business has
continued to grow because we have successfully provided fully integrated, enterprise-wide information systems that allow
community hospitals, their physician clinics and skilled nursing facilities to improve operating effectiveness, reduce costs and
improve the quality of patient care.
In January 2013, we formed TruBridge as a wholly-owned subsidiary focusing exclusively on providing business
management, consulting and managed IT services to community healthcare organizations. While our traditional client base for
these services has been those community healthcare organizations who have selected CPSI as their single-source healthcare
information solutions provider, the formation of TruBridge has allowed for an improved focus of our marketing and service
delivery resources and has assisted us in expanding the client base for these service offerings to all community healthcare
organizations, regardless of their primary healthcare information solutions provider.
In April 2015, we announced the formation of Evident, a wholly-owned subsidiary of CPSI. Evident provides EHR
solutions previously sold under the CPSI name as well as an expanded range of offerings specifically targeting community
healthcare organizations. Our objectives with the creation of Evident are to further differentiate our system and support
offerings in our core target market, broaden the positioning of our EHR solution and offer a new range of solutions to address
current and upcoming needs of community healthcare providers. With the formation of Evident came the introduction of our
EHR solution under the name Thrive.
January 2016 marked an important milestone for CPSI, as we announced the completion of our acquisition of Healthland
Holding Inc. ("HHI"), the first major acquisition in the Company's history. The acquisition of HHI and its wholly-owned
subsidiaries:
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has strengthened our position in providing healthcare information systems to community healthcare organizations
through the addition of Healthland Inc.'s flagship EHR solution, Centriq, now marketed under the Evident logo;
introduced CPSI to the post-acute care market through the addition of American HealthTech; and
expanded the products and capabilities of TruBridge through the addition of the Rycan Technologies, Inc. suite of
RCM products, now marketed under the TruBridge logo.
In May 2019, the Company closed its acquisition of Get Real Health. Based in Rockville, Maryland, Get Real Health
delivers technology solutions to improve patient outcomes and engagement strategies with care providers. Through this
acquisition, the Company strengthened its position in community healthcare by offering three new comprehensive patient
engagement and empowerment solutions through Get Real Health and meaningfully expanded our international presence.
Strategy
Our objective is to increase the market share of our TruBridge services, aggressively pursue competitive and vulnerable
EHR replacement opportunities, and differentiate our products and services on a client experience basis that enables us to sell a
broader set of services into a loyal base of clients that are our advocates. The healthcare industry is in the midst of transitioning
to value-based reimbursement, care coordination and interoperability. Our strategy is to position our services and solutions with
community healthcare providers so that they are able to respond to these changes positively by enabling them to improve
community health and connect providers and patients within the community and with other communities, while improving
financial operations. We intend to leverage several strengths to accomplish this goal.
Market Share/Scale
Our acute care EHR solutions and services are used by approximately 800 facilities which represents approximately 20%
of the acute care community hospitals in the U.S. with fewer than 200 beds. Our post-acute care EHR solutions and services are
used by approximately 3,300 skilled nursing facilities, which represents an approximately 21% market share. We believe the
size of our client base and scale of our development and client support resources is a positive factor for community healthcare
providers looking for a long-term partner with a proven track record in meeting the unique needs of community healthcare.
EHR Solutions Across the Care Continuum
Our EHR solutions address the entire continuum of care, with systems that address the three primary care settings:
ambulatory care, inpatient acute care and post-acute care. This enables providers to coordinate patient care across the major
settings where care is delivered. New payment models in both the government and private payer sectors are focused on payment
for delivering quality outcomes and keeping patients well while still delivering financial efficiencies. These financial
efficiencies are realized through the elimination of duplicate tests performed in different care settings, as well as providing
timely access to clinical information from other care settings, when making diagnostic decisions. Having integrated solutions
across the care continuum facilitates this process for providers and healthcare organizations.
Solutions and Services to Address Value-Based Reimbursement
With the continued emphasis on value-based reimbursement models, data analytics has become a critical tool for
community healthcare providers to enable them to shift from reactive to proactive care delivery. We currently offer business
intelligence as the first facet of a three-phase approach to analytics solutions, which we plan to expand to include predictive and
prescriptive analytics. Because of the complexity inherent in data analytics, we will provide services to healthcare providers to
assist them with certain aspects of data modeling and data analysis.
Interoperability
We currently provide integration across our ambulatory and inpatient EHR solutions. This integration was expanded to
encompass our post-acute care EHR product in 2016. In addition, as a founding member of the CommonWell Health Alliance,
we enable healthcare organizations to identify, confirm and link patient encounters across the CommonWell network. This
translates into patient data that is not only shareable within communities but across communities as well.
Focus on the Financial Health of Community Healthcare Providers
Given the ongoing transition to value-based reimbursement models, community healthcare providers are under more
financial pressure than ever before. Our accounts receivable management services incorporate proven workflow and processes
as well as industry leading revenue cycle management tools. A new aspect of many current payment models is an increasing
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shift of the financial burden to the patient. Community hospitals typically underperform in private pay collections because of
the nature of community healthcare but cannot afford to forego the patient portion of contributions. Through our private pay
services, providers can bring in much needed private pay receipts without alienating the local community.
Our operational expertise and technology tools provide proven results in improving claim acceptance rates, accelerating
payments from third party payers and increasing private pay collections. We also differentiate our services by working to
maintain employment in the community by hiring displaced employees into TruBridge to continue their functional role under
TruBridge program management.
Explore Additional Revenue Streams that Complement Existing Markets, Solutions and Services
In the EHR space, we are selling our ambulatory EHR solutions on a standalone basis with a focus on communities that
already have one of our EHR solutions installed in an acute care setting. Also, we are actively pursuing expansion of our
inpatient EHR product into the Canadian market through our own direct efforts and collaboration with key Canadian
technology providers. In the United States EHR market, we are targeting other types of providers who have lagged behind
inpatient acute care in EHR adoption such as ambulatory surgery centers, behavioral health facilities and inpatient psychiatric
hospitals. In the post-acute care market, we are now providing an EHR solution for assisted living facilities in conjunction with
our own post-acute care EHR for skilled nursing operators. In the services business we will continue to look for opportunities to
add or increase services resulting from changing market dynamics, availability of technology or operational expertise, or
changes in regulatory requirements.
Our Products and Services
Acute Care Software Systems
Through our wholly-owned subsidiary, Evident, we offer healthcare IT solutions specifically designed to cater to the
specific needs of community hospital organizations under the software solution platforms Thrive and Centriq.
Thrive
With the formation of Evident in 2015 came the introduction of our EHR solution under the name Thrive, previously
sold under the CPSI name, through which we offer a full array of software applications designed to streamline the flow of
information to the primary functional areas of community hospitals using one fully integrated system. We intend to
continue to enhance our existing software applications and develop new applications as required by evolving industry
standards and the changing needs of our clients. Pursuant to our client support agreements, we provide our clients with
software enhancements and upgrades periodically on a when-and-if-available basis. See "Support and Maintenance
Services." These enhancements enable each client, regardless of its original installation date, to have the benefit of the most
advanced Evident products available. Evident's software applications within Thrive:
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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.
Due to the integrated nature of Thrive, our software applications are not marketed as distinct products and our sales
force attempts to sell all applications to each client as a single product. New clients must purchase from us the core
applications of patient management and financial accounting and all hardware necessary to run these applications. In
addition to the core applications, clients may also purchase one or more of our clinical, patient care and enterprise
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applications. Over two-thirds of our Thrive clients have purchased a combination of applications that meet their enterprise-
wide IT needs.
Our software applications within Thrive are grouped for support purposes according to the following general
functional categories described below:
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Patient Management. Our patient management software enables a hospital to identify a patient at any point in
the healthcare delivery system and to collect and maintain patient information throughout the entire process of
patient care on an enterprise-wide basis. Thrive's single database structure permits authorized hospital
personnel to simultaneously access appropriate portions of a patient’s record from any point on the system.
Our patient management software applications include: Registration, Patient Accounting, Health Information
Management, Patient Index, Enterprise Wide Scheduling, Contract Management, and Quality Improvement.
Financial Accounting. Our financial accounting software provides a variety of business office applications
designed to efficiently track and coordinate information needed for managerial decision-making. Our
financial accounting software applications include: Executive Information System, General Ledger, Accounts
Payable, Payroll/Personnel, Time and Attendance, Electronic Direct Deposits, Human Resources, Budgeting,
Fixed Assets, and Materials Management.
Clinical. Our clinical software automates record keeping and reporting for many clinical functions including
laboratory, radiology, physical therapy, respiratory care and pharmacy. These products eliminate tedious
paperwork, calculations and written documentation while allowing for easy retrieval of patient data and
statistics. Our clinical software applications include: Laboratory Information Systems, Laboratory Instrument
Interfaces, Radiology Information Systems, ImageLink Picture Archiving and Communication System
(PACS), Physical Therapy and Respiratory Care, and Pharmacy.
Patient Care. Our patient care applications allow hospitals to create computerized "patient files" in place of
the traditional paper file systems. This software enables physicians, nurses and other hospital staff to improve
the quality of patient care through increased access to patient information, assistance with projected care
requirements and feedback regarding patient needs. Our software also addresses current safety initiatives in
the healthcare industry such as the transition from written prescriptions and physician orders to computerized
physician order entry. Our patient care software applications include: Order Entry/Results Reporting, Point-
of-Care System, Patient Acuity, ChartLink®, Computerized Physician Order Entry (CPOE), Medication
Verification, Resident Assessment Instruments, Thrive Provider EHR, Outreach Client Access, Electronic
Forms, Physician Documentation, and Emergency Department System.
Enterprise Applications. We provide software applications that support the products described above and are
useful to all areas of the hospital. These applications include: ad hoc reporting, automatic batch and real-time
system backups, an integrated fax system, archival data repository, document scanning and Microsoft Office
integration, and an Application Portal. The Application Portal allows clients to access our applications
remotely via Microsoft Internet Explorer and the Internet without requiring the loading of any additional
client software on the accessing PC. User information and data accessed is secured with HIPAA-compliant
128 bit cipher strength Secure Socket Layer (SSL) encryption. Remote access using the Application Portal
results in no discernible difference to the user in software functionality.
Centriq
During 2018, the products and services formerly offered under the Healthland logo, including Centriq, were brought
into the Evident product family. The Centriq platform was brought to market in 2011 and is designed to be an intuitive user
interface that is easy for clinicians to use and attractive to both patients and clinicians. Additionally, as a web-based
platform, users are able to connect to the system from any device that is connected to the Internet. Ease of use combined
with Centriq’s ability to centralize data from various care areas provide the end user with a powerful tool to view past and
present patient information with ease. Key Centriq capabilities include:
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Computerized Practitioner Order Entry ("CPOE"). The cornerstone of inpatient EHR systems, CPOE
promotes user adoption by including medication interaction alerts, access to relevant laboratory results,
duplicate order checking, customizable order sets and protocols, and order templates containing pre-populated
screens.
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Clinical Documentation. This system securely enables a patient’s caregivers to view the vital signs, intake-
output values, progress notes, and nursing tasks that are entered into the patient’s EHR.
Emergency Department. This system expedites and simplifies registration, patient tracking, order
management, assessments, and other activities in a fast-paced environment.
Laboratory. This system automates routine tasks such as lab order processing and tracking, enabling the
practitioner to focus on the results and ultimately better patient care.
Radiology. This application delivers faster turnaround times and enhanced communications among caregivers
by automatically processing radiology orders, managing and tracking images, and generating reports.
Pharmacy. This application helps pharmacies manage all aspects of medication verification and dispensing,
including order coordination, interaction checks, administration, and charging.
Financial Accounting. A hospital financial accounting management solution that helps community hospitals
gain better insight and perspective on their costs.
Patient Management. An accounting system to better manage patient information and automate the hospital
billing process.
Ambulatory Software Solutions. Enables clinicians to focus on providing high-quality patient care by
streamlining the management of patient data.
Each system or application offers a broad set of features and functionalities that can help clinics reduce costs,
increase revenue, and improve administrative and clinical staff efficiency, all while enhancing patient care and safety.
CPSI is committed to investing in, developing, and supporting the Centriq platform. Centriq must remain a viable solution
for the Centriq clients we serve. As such, we have committed to our clients consistent delivery of product and regulatory
enhancements, including a fully certified Centriq solution for meaningful use stage three ("MU3") until at least January
2023.
Post-acute Care Software Systems
CPSI entered into the post-acute care market with the acquisition of AHT in January 2016. AHT, a leading provider of
integrated solutions to the post-acute care industry, offers software solutions that promote data-driven clinical and financial
outcomes for the customers they serve. AHT's comprehensive, long-term care management solutions include:
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Care Management. This integrated offering helps manage the delivery of quality care, collect and report on
resident information, and manage compliance risk. Core modules include: Work Center, Clinical, Smart
Charting Order Administration (Point of Care), Quality Assurance, Therapy Tracking, Supplies Tracking,
and Disease State Management.
Financial and Enterprise Management. This comprehensive set of financial solutions enables customers to
improve cash flow and better manage costs. Core modules include: Accounts Payable, General Ledger,
Payroll, Financial Management, Trust Funds, and Enterprise Management.
Acute Care Support and Maintenance Services
After a customer installs Thrive or Centriq, we provide software application support, hardware maintenance, continuing
education and related services pursuant to a support agreement using our collaborative support model. The following describes
services provided to customers using Thrive and Centriq:
• Total System Support. We believe the quality of continuing customer support is one of the most critical
considerations in the selection of an information system provider. We provide hardware, technical and
software support for all aspects of our system, which gives us the flexibility to take the necessary course of
action to resolve any issue. Unlike our competitors who use third-party services for hardware and software
support, we provide a single, convenient and efficient resource for all of our customers’ system support needs.
In order to minimize the impact of a system problem, we train our customer service personnel to be
technically proficient, courteous and prompt. Because a properly functioning information system is crucial to
a hospital’s operations, our support teams are available 24 hours per day to assist customers with any problem
that may arise. Customers can also use the Internet to directly access our support system.
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• National Client Conference. All of our customers have the opportunity to attend our annual National Client
Conference. CPSI hosts this conference to provide our customers educational sessions, product
demonstrations, and one-on-one time with application experts. The conference also allows important time for
networking among customers and CPSI staff across all business platforms.
• Continuing Education. Effective learning tools are a key factor in successful EHR adoption and allowing
clients to get the most out of a software investment. Therefore, ongoing learning and training is a cornerstone
to our “total solution” and a key competitive differentiator. Our ongoing learning and training offerings also
address some of the unique needs of community hospitals - limited resources and staff with cross-department
responsibilities and budget and time constraints - all of which require a customized approach to learning and
training. To meet these needs, Evident offers customers with online content that can be accessed at any time,
scheduled online interactive classroom presentations, on-campus training at our facilities in Mobile, Alabama
and Minneapolis, Minnesota, educational sessions during user group conferences, and scheduled regional
training sessions.
• Software Releases. We are committed to providing our customers with software and technology solutions that
will continue to meet their information system needs. To accomplish this purpose, we continually work to
enhance and improve our application programs. As part of this effort, for each customer covered under our
general support agreement, we provide software updates as they become available at no additional cost. We
design these enhancements to be seamlessly integrated into each customer’s existing system. The benefit of
these enhancements is that each customer, regardless of its original installation date, uses the most advanced
software available. Through this process, we can keep our customers up-to-date with the latest operational
innovations in the healthcare industry as well as with changing governmental regulatory requirements.
Another benefit of this "one system" concept is that our customer service teams can be more effective in
responding to customer needs because they maintain a complete understanding of and familiarity with the one
system that all customers use.
Purchasing a new information technology system requires the expenditure of a substantial amount of capital
and other resources, and many customers are concerned that these systems will become obsolete as
technology changes. Our periodic product updates eliminate our customers’ concerns about system
obsolescence. We believe providing this benefit is a strong incentive for potential customers to select our
products over the products of our competitors.
• Hardware Replacement. As part of our general support agreements, we are also committed to promptly
replacing malfunctioning system hardware in order to minimize the effect of operational interruptions. By
offering replacements of all hardware used in our system, we believe we are better able to meet and address
all of the information technology needs of our customers.
• Cloud Electronic Health Record (Cloud EHR). In some circumstances, we offer Cloud EHR services to
customers via remote access telecommunications. Cloud EHR is a "Software as a Service" (or "SaaS")
configuration and is in essence a subscription to access and use application software maintained by CPSI in a
cloud environment for a monthly fee. Under this configuration, a customer is able to obtain access to an
advanced EHR without a significant initial capital outlay. We store and maintain all Cloud EHR customers’
critical patient and administrative data using TruBridge Cloud Computing Services. These customers access
this information remotely through direct telecommunications connections.
• Forms and Supplies. In addition to our support services, we offer our customers the standard and customized
forms that they need for their patient and financial records, as well as the supplies necessary to support the
operation of their server and peripheral equipment. Furnishing these forms and supplies helps us to achieve
our objective of being a one-source solution for a hospital’s complete healthcare information system
requirements.
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Post-acute Care Support and Maintenance Services
AHT’s comprehensive and integrated solution set is backed by ongoing training and support by AHT to ensure that
clients can maximize their software investment. This is demonstrated by:
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Experienced and Dedicated Support Representatives. Seasoned experts assigned to each client site that not
only understand the challenges in the post-acute care industry, but know how to best address them. This
includes proactive education on the key regulatory changes and requirements before they impact business
operations.
Client Portal and Training. Instant, on-line access to the most up-to-date industry information impacting long-
term care, plus a vast array of product training opportunities.
Client Enhancement Council. Access to a community of peers along with a robust set of resources and
knowledge to help clients get the most out of their AHT investment.
Annual Client Symposium. An opportunity for clients to share best practices, gain industry insight on key
topics impacting post-acute care providers, network with peers, and learn more about current and future AHT
product and service offerings.
TruBridge
We offer complementary services through TruBridge, our wholly-owned subsidiary, which can be grouped into the
following categories:
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Revenue Cycle Management Products. TruBridge RCM solutions empower providers and caregivers in
hospitals, healthcare systems and skilled nursing organizations to accelerate their revenue cycle through a
suite of comprehensive, web-based solutions designed to improve financial operations and staff productivity
and increase reimbursement. Our RCM products include the following offerings:
◦
◦
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◦
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Patient Liability Estimates. Improve patient satisfaction, maximize point-of-service collections, and
equip staff with the ability to provide transparent pricing with the Patient Liability Estimate ("PLE")
module.
Eligibility Verification. Reduce claim denials and carrier rejections by performing on-demand
eligibility look-ups, assuring the care provided is covered.
Claim Scrubbing and Submission. A powerful claim management solution for submitting, validating,
and processing a healthcare facility’s claims with ease and with a high quality of edits.
Remittance Management. Remittance advice can be effortlessly gathered and managed with the
Electronic Remittance Advice ("ERA") Retrieval and Remittance Management modules, simplifying
workflow and involvement.
Denial/Audit Management. Equips healthcare facilities with the tools necessary to combat denied and
audited claims, assisting organizations in recovering lost revenue.
Contract Management. Allows healthcare facilities to take control over complex healthcare contracts
by prospectively pricing every claim submitted to payers, retrospectively pricing every remittance to
ensure proper payment was received, and modeling proposed contract terms during payer negotiations.
•
Revenue Cycle Management Services. Our RCM services span a healthcare enterprise’s revenue cycle and
provide clients with a strong alternative to in-house operations. These services leverage our deep service and
technology experience and are designed to allow clients to streamline their administrative staffing while
improving operational efficiencies. Our RCM services include the following service offerings: Accounts
Receivable Management, Private Pay Service, Medical Coding, Revenue Cycle Consulting, and other
additional Insurance and Patient Billing Services.
9
•
Consulting and Business Management Services. Our consulting and business management services are
designed to help healthcare organizations by assessing their needs, setting goals, and creating an action plan
to achieve those goals, and, if needed, implementing the action plan. Many of our professional consultants
possess decades of experience and all are skilled in adopting new technologies, redesigning processes,
educating staff, and providing interim or on-going management services. Our consulting and business
management services include the following service offerings: Consulting, Business Intelligence, Staffing, and
Administrative.
• Managed IT Services. Our managed IT services provide a range of services designed to meet the IT needs of
community healthcare enterprises. The pace of technological change can be overwhelming. Our services
allow clients to affordably maintain an advanced IT infrastructure, meet regulatory requirements, and reduce
risk. Our managed IT services include the following service offerings: Cloud Services, Backup and
Recovery, Collaboration and Connectivity, Security Services, Systems Management, and Help Desk.
•
Patient Engagement. On May 3, 2019, the Company closed its acquisition of Get Real Health. Get Real
Health delivers patient engagement and empowerment technology solutions to improve patient outcomes and
engagement strategies with care providers.
For additional details on our products, service, and support offerings, visit www.evident.com (Evident),
www.healthtech.net (AHT), www.trubridge.com (TruBridge), and www.getrealhealth.com (Get Real Health).
For the results of operations by segment, refer to Note 17 of the consolidated financial statements included herein.
Product Development and Enhancement
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. These investments have resulted in total
expenditures related to our Product Development Services division of approximately $36.9 million, $36.4 million, and $33.7
million during the years ended December 31, 2019, 2018 and 2017, respectively.
Product Management
Early in 2019, we began to apply new product management principles throughout our organization to better utilize our
valuable resources and maximize value creation and innovation. We formally announced our product management team in
November 2018. This team is responsible for launching products, providing industry insight and identifying emerging segments
within our target markets. By focusing on the right workflows, aligning the appropriate stakeholders and establishing clear roles
and responsibilities, CPSI can make better product decisions faster. The key tenets of product management are being the best
stewards of our resources and enabling growth.
By working with the various internal stakeholders (product development, marketing, sales and support), as well as
external stakeholders (customers, industry subject matter experts), the product management team takes new product and service
ideas and creates a business case for each of the initiatives. We have created a Provider Council, Nursing Council and CFO
Council to assist with these efforts as well.
The goals of the product management team are to understand our customers and identify the value of various ideas, by
considering customer retention and satisfaction, support and training impact and revenue potential. The initiatives become part
of our initiative portfolio and are evaluated against each other. We use this view of the portfolio to manage risks within the
portfolio and allow us to create the most value for each investment we make. We are experiencing successes with this approach,
as evidenced by increased product innovation and related momentum.
System Implementation and Training
Conversion Services. When a client purchases or leases one of our systems, we convert their existing data to the new
system. Our knowledge of hospital data processing, in conjunction with extensive in-house technical expertise, allows us to
accomplish this task in a cost effective manner. When we install a new system, the data conversion has already occurred so that
the system is immediately operational. Our goal is for each client to be productive day one in order to eliminate time and money
wasted on the costly and inefficient task of maintaining the same data on parallel systems. Our services also relieve the hospital
staff of the time-consuming burden of data conversion. The conversion process is the initial phase of our LikeMind client
experience.
10
Training. In order to integrate the new system and to ensure its success, we spend approximately sixteen weeks providing
individualized training both remotely and on-site prior to the go-live date. We provide hardware and software application
training for all hospital users, including staff members and healthcare providers, during all hospital shifts. We employ nurses,
medical technicians, and providers along with our technical training staff in order to help us communicate more effectively with
our clients during the training process. This training phase is also part of the LikeMind client experience that is provided to all
of our clients.
Clients, Sales and Marketing
Target Markets. The target market for our acute care EHR systems consists of community hospitals with fewer than 200
acute care beds, with a primary focus on hospitals with fewer than 100 acute care beds. In the United States, there are
approximately 3,900 community hospitals with fewer than 200 acute care beds, with approximately 2,900 of these having fewer
than 100 acute care beds. In addition, we market our products to small specialty hospitals in the United States that focus on
discrete medical areas such as behavioral health, surgery, rehabilitation and long-term acute care. As of the date of the filing of
this Annual Report on Form 10-K, our companies currently support approximately 800 acute care facilities across the United
States. Approximately 98% of our existing acute care clients are hospitals with fewer than 100 acute care beds, while
approximately 99% of our existing acute care clients are hospitals with fewer than 200 acute care beds.
The target market for our post-acute care EHR solution consists of approximately 15,500 long-term care and skilled
nursing facilities in the United States. In addition, through a strategic relationship with Medtelligent, we are able to market an
EHR for assisted living facilities creating add-on sales opportunities in our direct client base and new sales opportunities across
the broader senior living market. As of the date of this filing, we have our post-acute care EHR solution installed in
approximately 3,300 facilities across the United States.
The expanded target market for our TruBridge services consists of small to mid-size hospitals in the United States. There
are approximately 4,000 of these hospitals with fewer than 600 beds. As of the date of this filing, there are over 200 healthcare
providers who use our accounts receivable management or private pay services, approximately 550 providers who use our
managed IT services, and approximately 600 providers who use our RCM solutions. In addition, we are now marketing our
services to post-acute care facilities, of which there are approximately 15,500 in the United States.
In the acute care provider market, we are now actively marketing our EHR system to English speaking countries outside
the U.S., including Canada. We have established business relationships with key Canadian technology providers which we
believe will be a significant factor in penetrating the Canadian market. We have concluded our evaluation of the unique
requirements of the Canadian healthcare system and are actively working on incorporating the necessary changes into our
Thrive acute care EHR product.
Our goals in the inpatient hospital market are threefold: (1) target those 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, (2) continue our
efforts to expand into English speaking countries outside the U.S. through active marketing efforts and establishing strategic
business relationships, and (3) selectively target hospitals in the 100 to 200 bed market that we believe offer a reasonable
chance of sales success based on size, location and other factors. Our goal in the ambulatory market is to aggressively target
physician practices in those communities where the local hospital is a current CPSI client.
Our goal in the post-acute care market is to continue to target both individual facilities as well as larger multi-facility
corporate entities. In addition, we intend to extend our penetration into the post-acute care market by offering an assisted living
facility EHR solution that we believe will broaden the appeal of our solutions to those operators who offer multiple care settings
in their organizations.
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The following table presents our revenues generated from clients located within the U.S. ("Domestic") and all foreign
countries, in total ("International").
(In thousands)
Sales revenues:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Year ended December 31,
2019
2018
2017
270,966
3,668
274,634
$
$
280,182
229
280,411
$
$
276,510
417
276,927
(1) International sales revenues for all periods are related to the Caribbean nation of St. Maarten. During 2019,
revenues also related to the islands of Turks and Caicos for Acute Care EHR and Canada, England, Australia, and the
Netherlands for Get Real Health
Sales Staff. We have dedicated sales organizations in all three business lines: acute care EHR, post-acute care EHR and
business management, consulting and managed IT services. 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. Our sales organizations are generally divided into four areas; sales
management, new client sales, existing client sales and sales support staff. New client sales staff are typically organized based
on geographic territories, though we also have sales personnel that focus on national accounts in our post-acute EHR business
due to the number of national chain operators in that market. Our sales representatives who sell to existing clients have assigned
clients within their territory, which is also geographically based. Some sales representatives in our services areas are assigned
specifically to cross-sell services into our acute care EHR and post-acute care EHR client bases. A significant portion of the
compensation for all sales personnel except for administrative support staff is commission based.
Marketing Strategy. Our corporate marketing strategy positions CPSI as a healthcare solutions company serving
community healthcare organizations through our family of healthcare information technology ("HCIT") companies. Our EHR
software and services address providers across the care continuum, with a primary focus on the community healthcare market.
We believe our ability to serve ambulatory, acute and post-acute care settings with our products will be especially appealing as
new reimbursement models force the coordination of care by healthcare providers. Our ability to connect patients to care
providers within their community and across communities through our own products and interoperability development,
including our membership in the CommonWell Health Alliance, sets us apart from other competitors in our market. Our goal is
to position ourselves as partners to community healthcare providers as they move to a more proactive care model based on the
use of data analytics and patient engagement tools.
With regard to business management, consulting and managed IT services, we will continue to leverage our proven track
record of success in accounts receivable management and private pay collections for community healthcare providers. With the
increasing complexity of reimbursement requirements and a global shift in healthcare towards an increase in patient financial
responsibility, the ability of our services business to bring expertise and best practice operational efficiencies to bear is a
significant competitive advantage. In consulting services, the added complexity brought about by the transition to the ICD-10
code set has created a significant demand for our coding services. Our strategy is to leverage any services engagement, whether
business, IT or consulting, into opportunities to cross-sell other services to the client.
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 TruBridge services. As of December 31, 2019, we had a twelve-month backlog of approximately $15 million
in connection with non-recurring system purchases and approximately $235 million in connection with recurring payments
under support and maintenance and TruBridge services. As of December 31, 2018, we had a twelve-month backlog of
approximately $21 million in connection with non-recurring system purchases and approximately $228 million in connection
with recurring payments under support and maintenance and TruBridge services.
Competition
The market for our products and services is competitive, and we expect additional competition from established and
emerging companies in the future. Our market is characterized by rapidly changing technology, global shifts in the healthcare
system, evolving user needs and impactful regulatory and reimbursement changes. We believe the principal competitive factors
that hospitals, clinics and post-acute care providers consider when choosing between us and our competitors are:
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•
•
•
•
•
•
•
•
•
•
•
product features, functionality and performance;
range of services offered;
level of client service and satisfaction;
ease of integration and speed of implementation;
product price;
cost of services offered;
results of services engagements;
knowledge of the healthcare industry;
training provided;
sales and marketing efforts; and
company reputation.
We believe that we compete favorably with our competitors on these factors. Our principal competitors in the acute care
EHR market are Cerner Corporation, Medical Information Technology, Inc. ("Meditech"), and MEDHOST, Inc. These
companies compete with us directly in our target market of small and midsize hospitals. They offer products and systems that
are comparable to our system and address the needs of hospitals in the markets we serve.
Our secondary competitors in the acute care EHR market include Allscripts Healthcare Solutions, Inc., and Epic Systems
Corporation. These companies are significantly larger than we are, and they typically sell their products and services to larger
hospitals outside of our target market. However, they will sometimes compete with us directly or, more commonly, when a
larger health system who uses a system from one of these companies will offer it to a smaller hospital as part of a merger or
alliance.
We also face competition from providers of practice management systems, general decision support and database systems
and other segment-specific applications. Any of these companies as well as other technology or healthcare companies could
decide at any time to specifically target hospitals within our target market.
Our principal competitors in the post-acute care EHR market are PointClickCare Corporation and MatrixCare, Inc. These
companies compete with us directly in our target market of long-term post-acute care facilities. They offer products and
systems that are comparable to our system and address the needs of long-term care providers.
Our principal competitors in the business management, consulting and managed IT services market are Healthcare
Resource Group, Inc., Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble
Health Partners, and nThrive, Inc. All of these companies provide one or more of the services we offer, with their primary focus
being on business management services. The services they offer are comparable in scope to the competing services we offer.
These companies all focus on providing services to the healthcare market. Secondary competitors include ARx LLC, Citadel
Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. Our principle competitors for RCM
solutions include RelayHealth Corp, SSI Group, LLC, Quadax Inc., Change Healthcare Holdings, Inc., Availity, LLC, and
Navicure, Inc. Get Real Health's primary competitors include Relay Health, Get Well Network/Healthloop, Apollo Care
Connect, Bridge Paitent Portal, eClinicalWorks Patient Portal, Influence Health, and InteliChart.
Actual or perceived security breaches of our systems could harm the market perception of our products and services
which could impact our retention of existing clients and ability to acquire prospective clients.
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Health Information Security and Privacy Practices
The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") is a federal law governing the use,
disclosure, transmission and storage of certain individually identifiable health information, referred to as "protected health
information," and that was enacted for the purpose of, among other things, protecting the privacy and security of protected
health information. As directed by HIPAA, the Department of Health and Human Services (the "DHHS") has promulgated
standards and rules for certain electronic health transactions, code sets, data security, unique identification numbers and privacy
of protected health information. HIPAA and the standards promulgated by DHHS apply to certain health plans, healthcare
clearinghouses and healthcare providers (referred to as "covered entities"), which includes our hospital clients. The Health
Information Technology for Economic and Clinical Health Act and its implementing regulations published in January 2013 (the
"HITECH Act") significantly expand HIPAA by extending privacy and security standards to "business associates" of healthcare
providers that are covered entities. Under the HITECH Act, business associates are required to establish administrative,
physical and technical safeguards and are subject to direct penalties for violations. Certain of our services frequently entail us
acting as a healthcare clearinghouse and/or in the capacity of a business associate to the hospitals that we serve. As a result, we
are covered by the patient privacy and security standards of HIPAA and subject to oversight by DHHS. We believe that we
have taken all necessary steps to comply with HIPAA, as it applies to us as a business associate, but it is important to note that
DHHS could, at any time in the future, adopt new rules or modify existing rules in a manner that could require us to change our
systems or operations.
Protecting individually identifiable health information and other sensitive data is a critical and essential function of
CPSI’s software solutions. A variety of industry-standard approaches that meet or exceed regulatory requirements such as
HIPAA and HITECH are employed. In order to avoid unauthorized access for the life span of this data, diverse methods of
identification, authentication, authorization and encryption are utilized at various points throughout the operating system,
application software and hardware. These methods and processes are shared amongst servers and other end-user devices and are
complemented by change management processes and tools, which allow the software change control cycle to be a formal,
defined process.
Managing Cybersecurity Risks
Our business operations, including the provision of the products and services described above, involve the compilation and
transmission of confidential information, including patient health information. We have included security features in our
systems that are intended to protect the privacy and integrity of this information, but our systems may be vulnerable to security
breaches, viruses, programming errors and other similar disruptive problems.
The Board of Directors is responsible for exercising oversight of management’s identification and management of, and
planning for, the material risks facing the Company, and we believe our policies and procedures are adequate to ensure that
relevant information about cybersecurity risks and incidents is appropriately reported and disclosed. In connection with its
oversight responsibility with respect to cybersecurity risks facing the Company, the Board authorized in 2017 the formation of a
Governance, Risk & Compliance ("GRC") Committee, which is currently comprised of CPSI’s Executive Vice President, the
Chief Technology Officer, the Chief Financial Officer, the Corporate Security Officer, the Corporate Compliance Officer, and
the Corporate Counsel. The GRC Committee meets quarterly to discuss the primary cybersecurity-related risks currently facing
the Company, and the Committee reports to the Company’s Chief Operating Officer and President of TruBridge, LLC, who in
turn provides updates to the Board.
Additionally, we appointed a Security Operations Center ("SOC") Director to oversee a number of initiatives designed to
improve our cybersecurity protection, readiness and response. The SOC Director oversees penetration testing, vulnerability
scanning, intrusion prevention, endpoint and insider threat detection, log management and other cybersecurity-related projects.
The Company consulted with third parties in 2017 and 2018 to conduct an evaluation of our cybersecurity risks. The Company
also consulted with third parties during 2019 related to the Company's efforts to achieve ISO 27001 certification related to
information security management, which the Company expects to achieve during 2020. Finally, all users employed by or
contracted to the Company are required to complete annual cybersecurity education and training, which includes identifying
suspicious emails, internet threats, telecommunication threats and ransomware.
Intellectual Property
We regard some aspects of our internal operations, software and documentation as proprietary, and rely primarily on a
combination of contract and trade secret laws to protect our proprietary information. We believe, because of the rapid pace of
technological change in the computer software industry, trade secret and copyright protection is less significant than factors
such as the knowledge, ability and experience of our employees, frequent software product enhancements and the timeliness
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and quality of our support services. The source code for our proprietary software is protected as a trade secret. We enter into
confidentiality or license agreements with our employees, consultants and clients, and control access to and distribution of our
software, documentation and other proprietary information. We cannot guarantee that these protections will be adequate or that
our competitors will not independently develop technologies that are substantially equivalent or superior to our technology.
We do not believe our software products or other CPSI proprietary rights infringe on the property rights of third parties.
However, we cannot guarantee that third parties will not assert infringement claims against us with respect to current or future
software products or that any such assertion may not require us to enter into royalty arrangements or result in costly litigation.
Employees
As of December 31, 2019, we had approximately 2,000 employees, the substantial majority of which are located at our
offices in Alabama, Louisiana, Mississippi, Pennsylvania, and Minnesota. None of our employees are covered by a collective
bargaining agreement or are represented by a labor union.
Executive Officers
The executive officers of CPSI serve at the pleasure of the Board of Directors. Set forth below is a list of the current
executive officers of CPSI and a brief explanation of each individual’s principal employment during the last five years.
J. Boyd Douglas – President and Chief Executive Officer. J. Boyd Douglas, age 53, has served as our President and
Chief Executive Officer since May 2006. He was first elected as a director in March 2002. Mr. Douglas began his career with
us in August 1988 as a Financial Software Support Representative. From May 1990 until November 1994, Mr. Douglas served
as Manager of Electronic Billing, and from December 1994 until July 1999, he held the position of Director of Programming
Services. From July 1999 until May 2006, Mr. Douglas served as our Executive Vice President and Chief Operating Officer.
David A. Dye – Chief Growth Officer. David A. Dye, age 50, was appointed as our Chief Growth Officer in November
2015, having previously served as our Chief Financial Officer, Secretary and Treasurer from June 2010 until November 2015.
Mr. Dye served as our President and Chief Executive Officer from July 1999 to May 2006. He was first elected as a director in
March 2002 and served as our Chairman of the Board from May 2006 until April 2019. Mr. Dye began his career with CPSI in
May 1990 as a Financial Software Support Representative and served in various capacities until July 1999. Mr. Dye served as a
director of Bulow Biotech Prosthetics, LLC, a company headquartered in Nashville, Tennessee that operates prosthetic clinics
in the Southeastern United States, from July 2006 until October 2018.
Christopher L. Fowler – Chief Operating Officer and President (TruBridge). Christopher L. Fowler, age 44, was
appointed as our Chief Operating Officer in November 2015 and has served as the President of TruBridge since its formation in
January 2013. Prior to the formation of TruBridge, Mr. Fowler served as CPSI’s Vice President - Business Management
Services, beginning in March 2008. Mr. Fowler began his career with CPSI in May 2000 as a Software Support Representative
and later as a manager of Financial Software Services. From August 2004 until March 2008, Mr. Fowler served as Assistant
Director and Director of Business Management Services.
Matt J. Chambless – Chief Financial Officer, Secretary and Treasurer. Matt J. Chambless, age 39, was appointed as
our Chief Financial Officer, Secretary and Treasurer in November 2015, having previously served as our Director of Financial
Reporting from March 2012 until November 2015. Prior to joining CPSI, Mr. Chambless served as the Accounting Manager
for Northside Hospital System from May 2011 until March 2012 and as an audit professional, including an Audit Manager, for
Grant Thornton, LLP from August 2004 to May 2011.
Victor S. Schneider – Executive Vice President. Victor S. Schneider, age 61, has served as our Executive Vice
President since April 2012. From December 2005 until his appointment as Executive Vice President, Mr. Schneider served as
our Senior Vice President - Corporate and Business Development. Mr. Schneider began his career with us in June 1983 as Sales
Manager. He served in that capacity until January 1997 when he was promoted to Sales Director. He served as our Vice
President - Sales and Marketing from July 1999 until December 2005.
Robert D. Hinckle – Senior Vice President–Client Services. Robert D. Hinckle, age 50, served as our Vice President -
Software Services from October 2004 until January 2013 and has served as our Senior Vice President - Client Services since
January 2013. Since beginning his career with CPSI in 1995 as a Financial Software Support Representative, Mr. Hinckle has
worked in various positions in our Software Services Division, including Team Manager, Assistant Director and Director of
that division.
15
Troy D. Rosser – Senior Vice President–Sales. Troy D. Rosser, age 55, has served as our Senior Vice President - Sales
since January 2012, having previously served as Vice President - Sales since October 2005. Mr. Rosser began his career with us
in March 1989 as a Financial Software Support Representative. In 1992, Mr. Rosser was transferred to the Sales and Marketing
division where he has worked in various positions, including Sales Manager and, from October 2000 until October 2005,
Director of Sales.
Company Web Site
The Company maintains a web site at http://www.cpsi.com. The Company makes available on its web site, free of charge,
its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to
those reports, as soon as it is reasonably practicable after such material is electronically filed with the Securities and Exchange
Commission. The Company is not including the information contained on or available through its web site as a part of, or
incorporating such information into, this Annual Report on Form 10-K.
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ITEM 1A.
RISK FACTORS
These are not the only risks and uncertainties that we face. Our business, financial condition, operating results, and
stock price can be materially and adversely affected by a number of factors, whether currently known or unknown, including,
but not limited to, those described below. Any one or more of such factors could directly or indirectly cause our actual financial
condition and operating results to vary materially from our past or anticipated future financial condition or operating results.
RISKS RELATED TO OUR INDUSTRY
There are a limited number of hospitals in our target market. Saturation or consolidation in the healthcare industry could
result in the loss of existing clients, a reduction in our potential client base and downward pressure on the prices of our
products and services.
The limited number of hospitals with fewer than 200 acute care beds in our general target market for our acute care
product and service offerings has resulted in an ever narrowing market for new system installations and add-on sales which
could materially and adversely impact our business, financial condition and operating results.
Our primary objectives are to increase the market share of our TruBridge services, aggressively pursue competitive and
vulnerable EHR replacement opportunities, and differentiate our products and services on a client experience basis that enables
us to sell a broader set of services into a loyal base of clients that are our advocates. Although we have formulated strategic
responses for capitalizing on each of the identified opportunities, there is no guarantee that such responses will ultimately prove
successful. Additionally, to the extent that these opportunities fail to develop or develop more slowly than expected, our
business, financial condition and operating results could be materially and adversely impacted.
Furthermore, many healthcare providers have consolidated to create larger healthcare delivery enterprises with greater
market power. If this consolidation continues, we could lose existing clients and could experience a decrease in the number of
potential purchasers of our products and services. The loss of existing and potential clients due to industry consolidation could
cause our revenue growth rate to decline.
Economic, market and other factors may cause a decline in spending for information technology and services by our current
and prospective clients which may result in less demand for our products, lower prices and, consequently, lower revenues
and a lower revenue growth rate.
The purchase of our information system involves a significant financial commitment by our clients. At the same time, the
healthcare industry faces significant financial pressures that could adversely affect overall spending on healthcare information
technology and services. For example, the economic recession in 2007-2009 and continued decrease in availability of credit to
hospitals, combined with actual and potential further reductions in federal and state funding for Medicare and Medicaid, has
caused hospitals to reduce, eliminate or postpone information technology related and other spending. To the extent spending for
healthcare information technology and services declines or increases slower than we anticipate, demand for our products and
services, as well as the prices we charge, could be adversely affected. Accordingly, we cannot assure you that we will be able to
increase or maintain our revenues or our revenue growth rate.
In addition, while we do not currently expect that our financial results will be significantly and adversely affected by the
coronavirus that was first detected in Wuhan, China in December 2019, there continue to be significant uncertainties associated
with the coronavirus, including with respect to the ultimate geographic spread of the virus, the severity of the disease, the
duration of the outbreak, and actions that may be taken by Chinese or other governmental authorities to contain the coronavirus
or to treat its impact. The extent to which the coronavirus outbreak may impact our financial results, including as the result of
its possible impact on the economy, including without limitation the healthcare sector, is not certain.
There is significant uncertainty in the healthcare industry, both as a result of recently enacted legislation and changing
government regulation, which may have a material adverse impact on the businesses of our hospital clients and ultimately
on our business, financial condition and results of operations.
The healthcare industry is subject to changing political, economic and regulatory influences that may affect the
procurement processes and operation of healthcare facilities, including our hospital clients. During the past decade, the
healthcare industry has been subject to increased legislation and regulation of, among other things, reimbursement rates,
payment programs, information technology programs and certain capital expenditures (collectively, the "Health Reform
Laws").
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The Health Reform Laws contain various provisions which impact us and our clients. Some of these provisions have a
positive impact, by expanding the use of electronic health records in certain federal programs, for example, while others, such
as reductions in reimbursement for certain types of providers, have a negative impact due to fewer available resources. The
continued increase in fraud and abuse penalties is expected to adversely affect participants in the healthcare sector, including us.
Among other things, the Health Reform Laws provide for the expansion of Medicaid eligibility, mandate material
changes to the delivery of healthcare services and reduce the reimbursement paid for such services in order to generate savings
in the Medicare program. The Health Reform Laws also modify certain payment systems to encourage more cost-effective,
quality-based care and a reduction of inefficiencies and waste, including through various tools to address fraud and abuse.
The Health Reform Laws will continue to affect hospitals differently depending upon the populations they serve and their
payor mix. Our target market of community hospitals typically serve higher uninsured populations than larger urban hospitals
and rely more heavily on Medicare and Medicaid for reimbursement. It remains to be seen whether the increase in the insured
population for community hospitals will be sufficient to offset actual and proposed additional cuts in Medicare and Medicaid
reimbursements contained in the Health Reform Laws.
The Health Reform Laws are leading to significant changes in the healthcare system, but the full impact of the legislation
and of further statutory and regulatory actions to reform healthcare on our business is unknown. As a result, there can be no
assurances that the legislation will not adversely impact either our operational results or the manner in which we operate our
business. We believe some healthcare industry participants have reduced their investments or postponed investment decisions,
including investments in our solutions and services.
Since January 2017, the actions taken by the Trump administration to delay, cancel and amend the healthcare regulations
and initiatives implemented by the prior administration have created tremendous uncertainty surrounding the continued
implementation of the Health Reform Laws and other healthcare legislation. The legislative efforts taken by the 115th Congress
in 2017 to repeal and amend major provisions of the Health Reform Laws added to this uncertainty, and various legislators have
announced that they intend to examine further proposals to reform certain aspects of the U.S. healthcare system. Healthcare
providers may react to these proposals, and the uncertainty surrounding such proposals, by curtailing or deferring investments,
including those for our systems and related services. Cost-containment measures instituted by healthcare providers as a result of
regulatory reform or otherwise could result in a reduction in the allocation of capital funds. Such a reduction could have an
adverse effect on our ability to sell our systems and related services. On the other hand, changes in the regulatory environment
have increased and may continue to increase the needs of healthcare organizations for cost-effective data management and
thereby enhance the overall market for healthcare management information systems. We cannot predict what effect, if any, such
additional proposals or healthcare reforms might have on our business, financial condition and results of operations.
As existing regulations mature and become better defined, we anticipate that these regulations will continue to directly
affect certain of our products and services, but we cannot fully predict the effect at this time. We have taken steps to modify our
products, services and internal practices as necessary to facilitate our compliance with the regulations, but there can be no
assurance that we will be able to do so in a timely or complete manner. Achieving compliance with these regulations could be
costly and distract management’s attention and divert other company resources, and any noncompliance by us could result in
civil and criminal penalties.
The healthcare industry is heavily regulated at the local, state and federal levels. Our failure to comply with regulatory
requirements could create liability for us, result in adverse publicity and negatively affect our business.
The healthcare industry is heavily regulated and is constantly evolving due to the changing political, legislative and
regulatory landscapes. In some instances, the impact of these regulations on our business is direct to the extent that we are
subject to these laws and regulations ourselves. However, these regulations also impact our business indirectly as, in a number
of circumstances, our solutions, devices and services must be capable of being used by our clients in a way that complies with
those laws and regulations, even though we may not be directly regulated by the specific healthcare laws and regulations. There
is a significant number of wide-ranging regulations, including regulations in the areas of healthcare fraud, e-prescribing, claims
processing and transmission, medical devices, the security and privacy of patient data, the ARRA meaningful use program, and
interoperability standards, that may be directly or indirectly applicable to our operations and relationships or the business
practices of our clients. Specific areas that are subject to increased regulation include, but are not limited to, the following:
Healthcare Fraud. Federal and state governments continue to enhance regulation of and increase their scrutiny over
practices potentially involving healthcare fraud, waste and abuse by healthcare providers whose services are reimbursed by
Medicare, Medicaid and other government healthcare programs. Our healthcare provider clients are subject to laws and
regulations regarding fraud and abuse that, among other things, prohibit the direct or indirect payment or receipt of any
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remuneration for patient referrals, or arranging for or recommending referrals or other business paid for in whole or in part by
these federal or state healthcare programs. Federal enforcement personnel have substantial funding, powers and remedies to
pursue suspected or perceived fraud and abuse. The effect of this government regulation on our clients is difficult to predict.
Many of the regulations applicable to our clients and that may be applicable to us, including those relating to marketing
incentives offered in connection with medical device sales may be interpreted or applied by a prosecutorial, regulatory or
judicial authority in a manner that could broaden their applicability to us or require our clients to make changes in their
operations or the way in which they deal with us. If such laws and regulations are determined to be applicable to us and if we
fail to comply with any applicable laws and regulations, we could be subject to civil and criminal penalties, sanctions or other
liabilities, including exclusion from government healthcare programs, which could have a material adverse effect on our
business, results of operations and financial condition. Even an unsuccessful challenge by a regulatory or prosecutorial
authority of our activities could result in adverse publicity, could require a costly response from us and could adversely affect
our business, results of operations and financial condition.
E-Prescribing. The use of our solutions by physicians for electronic prescribing and electronic routing of prescriptions via
the Surescripts network to pharmacies is governed by federal and state laws. States have differing regulations that govern the
electronic transmission of certain prescriptions and prescription requirements. Standards adopted by the National Council for
Prescription Drug Programs and regulations adopted by the Centers for Medicare and Medicaid Services ("CMS") related to
"EPrescribing and the Prescription Drug Program" set forth implementation standards for the transmission of electronic
prescriptions. These standards are detailed and broad, and cover not only routing transactions between prescribers and
pharmacies, but also electronic eligibility, formulary and benefits inquiries. In general, regulations in this area can be
burdensome and evolve regularly, meaning that any potential benefits to our clients from utilizing such solutions and services
may be superseded by a newly-promulgated regulation that adversely affects our business model. Our efforts to provide
solutions that enable our clients to comply with these regulations could be time consuming and expensive.
Claims Processing and Transmission. Our system electronically transmits medical claims by physicians to patients’
payors for immediate approval and reimbursement. In addition, we offer business management services that include the manual
and electronic processing and submission of medical claims by healthcare providers to patients’ payors for approval and
reimbursement. Federal and state laws provide that it is a violation for any person to submit, or cause to be submitted, a claim to
any payor, including, without limitation, Medicare, Medicaid and all private health plans and managed care plans, seeking
payment for any service or product that overbills or bills for items that have not been provided to the patient. We have in place
policies and procedures that we believe assure that all claims that are transmitted by our system and through our services are
accurate and complete, provided that the information given to us by our clients is also accurate and complete. If, however, we
do not follow those procedures and policies, or they are not sufficient to prevent inaccurate claims from being submitted, we
could be subject to substantial liability including, but not limited to, civil and criminal liability. Additionally, any such failure of
our billing and collection services to comply with these laws and regulations could adversely affect demand for our services and
could force us to expend significant capital, research and development, and other resources to address the failure.
In most cases where we are permitted to do so, we calculate charges for our billing and collection services based on a
percentage of the collections that our clients receive as a result of our services. To the extent that violations or liability for
violations of these laws and regulations require intent, it may be alleged that this percentage calculation provides us or our
employees with incentive to commit or overlook fraud or abuse in connection with submission and payment of reimbursement
claims. CMS has stated that it is concerned that percentage-based billing services may encourage billing companies to commit
or to overlook fraudulent or abusive practices.
A portion of our business involves billing Medicare claims on behalf of our clients. In an effort to combat fraudulent
Medicare claims, the federal government offers rewards for reporting of Medicare fraud which could encourage others to
subject us to a charge of fraudulent claims, including charges that are ultimately proved to be without merit.
As discussed below, the HIPAA security and privacy standards also affect our claims transmission services, since those
services must be structured and provided in a way that supports our clients’ HIPAA compliance obligations.
Regulation of Medical Devices. The United States Food and Drug Administration (the "FDA") has determined that certain
of our solutions, such as our ImageLink® product, are medical devices that are actively regulated under the Federal Food, Drug
and Cosmetic Act, as amended. If other of our solutions are deemed to be actively regulated medical devices by the FDA, we
could be subject to extensive requirements governing pre- and post-marketing activities including registration of the applicable
manufacturing facility and software and hardware products, application of detailed record-keeping and manufacturing
standards, application of the medical device excise tax, and FDA approval or clearance prior to marketing. Complying with
these medical device regulations is time consuming and expensive, and our marketing and other sales activities could be subject
to unanticipated and significant delays. Further, it is possible that the FDA may become more active in regulating software and
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medical devices that are used in the healthcare industry. If we are unable to obtain the required regulatory approvals for any
such software or medical devices, our short- to long-term business plans for these solutions or medical devices could be delayed
or canceled and we could face FDA refusal to grant pre-market clearance or approval of products; withdrawal of existing
clearances and approvals; fines, injunctions or civil penalties; recalls or product corrections; production suspensions; and
criminal prosecution. FDA regulation of our products could increase our operating costs, delay or prevent the marketing of new
or existing products, and adversely affect our revenue growth.
Security and Privacy of Patient Information. Federal, state and local laws regulate the privacy and security of patient
records and the circumstances under which those records may be released. These regulations govern both the disclosure and use
of confidential patient medical record information and require the users of such information to implement specified security and
privacy measures. United States regulations currently in place governing electronic health data transmissions continue to evolve
and are often unclear and difficult to apply.
In the United States, HIPAA regulations require national standards for some types of electronic health information
transactions and the data elements used in those transactions, security standards to ensure the integrity and confidentiality of
health information, and standards to protect the privacy of individually identifiable health information. Covered entities under
HIPAA, which include healthcare organizations such as our clients, and our claims processing, transmission and submission
services, are required to comply with the privacy standards, transaction regulations and security regulations. Moreover,
HITECH and associated regulatory requirements extend many of the HIPAA obligations, formerly imposed only upon covered
entities, to business associates as well. As a business associate of our clients who are covered entities, we are in most instances
already contractually required to ensure compliance with the HIPAA regulations as they pertain to the handling of covered
client data. However, the extension of these HIPAA obligations to business associates by law has created a direct liability risk
related to the privacy and security of individually identifiable health information.
Evolving HIPAA and HITECH-related laws or regulations could restrict the ability of our clients to obtain, use or
disseminate patient information. This could adversely affect demand for our solutions and devices if they are not re-designed in
a timely manner in order to meet the requirements of any new interpretations or regulations that seek to protect the privacy and
security of patient data or enable our clients to execute new or modified healthcare transactions. We may need to expend
additional capital and software development and other resources to modify our solutions to address these evolving data security
and privacy issues. Furthermore, our failure to maintain the confidentiality of sensitive personal information in accordance with
the applicable regulatory requirements could damage our reputation and expose us to claims, fines and penalties.
Federal and state statutes and regulations have granted broad enforcement powers to regulatory agencies to investigate
and enforce compliance with these privacy and security laws and regulations. Federal and state enforcement personnel have
substantial funding, powers and remedies to pursue suspected or perceived violations. If we fail to comply with any applicable
laws or regulations, we could be subject to civil penalties, sanctions or other liability. Enforcement investigations, even if
meritless, could have a negative impact on our reputation, cause us to lose existing clients or limit our ability to attract new
clients.
ARRA Meaningful Use Program. The ARRA initially required "meaningful use of certified electronic health record
technology" by healthcare providers by 2015 in order to receive limited incentive payments and to avoid related reduced
reimbursement rates for Medicare claims. Related standards and specifications are subject to interpretation by the entities
designated to certify such technology. While a combination of our solutions has been certified as meeting stage one, stage two,
and stage three standards for certified electronic health record technology, the regulatory standards to achieve certification will
continue to evolve over time. We may incur increased development costs and delays in delivering solutions if we need to
upgrade our software or healthcare devices to be in compliance with these varying and evolving standards. In addition, further
delays in interpreting these standards may result in postponement or cancellation of our clients’ decisions to purchase our
software solutions. If our software solutions are not compliant with these evolving standards, our market position and sales
could be impaired and we may have to invest significantly in changes to our software solutions.
Interoperability Standards. Our clients are concerned with and often require that our software and systems be
interoperable with other third party healthcare information technology systems. Market forces or governmental or regulatory
authorities could create software interoperability standards that would apply to our software and systems, and if our software
and systems are not consistent with those standards, we could be forced to incur substantial additional development costs. For
example, the HITECH Act contains interoperability standards that healthcare providers are required to adhere to in order to
receive stimulus funds from the federal government under the ARRA. Compliance with these and related standards is becoming
a competitive requirement and, although a combination of our solutions has been certified as meeting all such required
interoperability standards to date, maintaining such compliance with these varying and evolving rules may result in increased
development costs and delays in upgrading our client software and systems. To the extent these rules are narrowly construed,
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subsequently changed or supplemented, or that we are delayed in achieving certification under these evolving rules for
applicable products, our clients may postpone or cancel their decisions to purchase or implement our software and systems.
As it relates specifically to interoperability, we are a member of CommonWell Health Alliance ("CommonWell"), a not-
for-profit trade association comprised of healthcare information technology vendors devoted to the notion that patient data
should be safely, securely and immediately available to patients and healthcare providers to support better care delivery,
regardless of where that care occurs. CommonWell is committed to fostering standards that make this possible, and to having
healthcare information technology companies embed these capabilities natively and cost effectively into their EHR systems.
Despite our membership in CommonWell, there is no guarantee that we will successfully manage the interoperability of our
software and systems with third-party health IT providers.
In February 2019, the Office of National Coordinator for Health Information Technology ("ONC") of the U.S.
Department of Health and Human Services ("HHS") release a proposed rule titled, "21st Century Cures Act: Interoperablity,
Information Blocking, and the ONC Health IT Certification Program." The proposed rule would implement several of the key
interoperability provisions included in the 21st Century Cures Act. Specifically, it calls on developers of certified EHRs and
health IT products to adopt standardized application programming interfaces ("API's"), which will help allow individuals to
securely and easily access structured and unstructured EHI formats using smartphones and other mobile devices. This provision
and others included in the new rule would create a potentially lengthy list of new certification and maintenance of certification
requirements that developers of EHRs and other health IT products would have to meet in order to maintain approved federal
government certification status. Meeting and maintaining this certification status could require additional development costs.
The ONC proposed rule also implements the information blocking provisions of the 21st Century Cure Act, including
identifying reasonably and necessary activities that do not constitute information blocking. Under the 21st Century Cures Act,
the HHS has the regulatory authority to investigate and assess civil monetary penalties of up to $1,000,000 against health IT
developers and/or providers found to be in violation of "information blocking." This new oversight and authority to investigate
claims of information blocking creates significant risks for us and our clients and could potentially create substantial new
compliance costs.
Standards for Submission of Healthcare Claims. Effective October 2015, CMS mandated the use of new patient codes for
reporting medical diagnosis and inpatient procedures, referred to as the ICD-10 codes. CMS requires all providers, payors,
clearinghouses and billing services to utilize these ICD-10 codes when submitting claims for payment. ICD-10 codes affect
medical diagnosis and inpatient procedure coding for everyone covered by HIPAA, not just those who submit Medicare or
Medicaid claims. Claims for services must use ICD-10 codes for medical diagnosis and inpatient procedures or they will not be
paid. While we have successfully implemented the use of ICD-10 codes within our products and services, the possibility exists
for similar future mandates by CMS. If our products and services do not accommodate CMS mandates at any future date,
clients may cease to use those products and services that are not compliant and may choose alternative vendors and products
that are compliant. This could adversely impact future revenues.
RISKS RELATED TO OUR BUSINESS
Competition with companies that have greater financial, technical and marketing resources than we have could result in a
loss of clients and/or a lowering of prices for our products, causing a decrease in our revenues and/or market share.
Our principal competitors are Cerner Corporation, Medical Information Technology, Inc. ("Meditech"), and MEDHOST,
Inc. These companies compete with us directly in our target market of small and midsize hospitals. They offer products and
systems that are comparable to our solutions and address the needs of hospitals in the markets we serve.
Our secondary competitors in the acute care EHR market include Allscripts Healthcare Solutions, Inc., and Epic Systems
Corporation. These companies are significantly larger than we are, and they typically sell their products and services to larger
hospitals outside of our target market. However, they will sometimes compete with us directly or, more commonly, a larger
health system who uses a system provided by one of these competitors will offer it to a smaller hospital as part of a merger or
alliance.
We also face competition from providers of practice management systems, general decision support and database
systems, and other segment-specific applications. Any of these companies, as well as other technology or healthcare companies
could decide at any time to specifically target hospitals within our target market.
Our principal competitors in the post-acute care EHR market are PointClickCare Corporation and MatrixCare, Inc. These
companies compete with us directly in our target market of long-term post-acute care facilities. They offer products and
systems that are comparable to our system and address the needs of long-term care providers.
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Our principal competitors in the business management, consulting and managed IT services market are Healthcare
Resource Group, Inc., Resolution Health, Inc., The Outsource Group Inc., Patient Focus, Inc., Xtend Healthcare Inc., Ensemble
Health Partners, and nThrive, Inc. All of these companies provide one or more of the services we offer, with their primary focus
being on business management services. The services they offer are comparable in scope to the competing services we offer.
These companies all focus on providing services to the healthcare market. Secondary competitors include ARx LLC, Citadel
Outsource Group LLC, Patient Matters, LLC, KIWI-TEK, LLC, and Aviacode Inc. Our principle competitors for RCM
solutions include RelayHealth Corp, SSI Group, LLC, Quadax Inc., Change Healthcare Holdings, Inc., Availity, LLC, and
Navicure, Inc. Get Real Health's primary competitors include Relay Health, Get Well Network/Healthloop, Apollo Care
Connect, Bridge Paitent Portal, eClinicalWorks Patient Portal, Influence Health, and InteliChart.
A number of existing and potential competitors are more established than we are and have greater name recognition and
financial, technical and marketing resources. Products of our competitors may have better performance, lower prices and
broader market acceptance than our products. We expect increased competition that could cause us to lose clients, lower our
prices to remain competitive and, consequently, experience lower revenues, revenue growth and profit margins.
We may engage in future acquisitions. Such strategic acquisitions may be expensive, time consuming, and subject to other
inherent risks which may jeopardize our ability to realize anticipated benefits.
We may acquire additional businesses, technologies and products if we determine that these additional businesses,
technologies and products are likely to serve our strategic goals. Acquisitions, including the HHI acquisition, have inherent
risks, which may have a material adverse effect on our business, financial condition, operating results or prospects, including,
but not limited to the following:
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significant acquisition and integration costs;
failure to achieve projected synergies and performance targets;
potentially dilutive issuances of our securities, the incurrence of debt and contingent liabilities and amortization
expenses related to intangible assets with indefinite useful lives, which could adversely affect our results of operations
and financial condition;
using cash as acquisition currency may adversely affect interest or investment income, which may in turn adversely
affect our earnings and/or earnings per share;
difficulty in fully or effectively integrating the acquired technologies, software products, services, business practices or
personnel, which would prevent us from realizing the intended benefits of the acquisition;
failure to maintain uniform standard controls, policies and procedures across acquired businesses;
difficulty in predicting and responding to issues related to product transition such as development, distribution and
client support;
the possible adverse effect of such acquisitions on existing relationships with third party partners and suppliers of
technologies and services;
the possibility that staff or clients of the acquired companies might not accept new ownership and may transition to
different technologies or attempt to renegotiate contract terms or relationships, including maintenance or support
agreements;
the assumption of known and unknown liabilities;
the possibility that the due diligence process in any such acquisition may not completely identify material issues
associated with product quality, product architecture, product development, intellectual property issues, key personnel
issues or legal and financial contingencies, including any deficiencies in internal controls and procedures and the costs
associated with remedying such deficiencies;
difficulty in entering geographic and/or business markets in which we have no or limited prior experience;
diversion of management’s attention from other business concerns; and
the possibility that acquired assets become impaired, requiring us to take a charge to earnings which could be
significant.
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A failure to successfully integrate acquired businesses or technology in a timely manner could, for any of these reasons,
have an adverse effect on our financial condition and results of operations. As a result, we may not be able to realize the
expected benefits that we seek to achieve from the acquisitions, which could also affect our ability to service our debt
obligations. In addition, we may be required to spend additional time or money on integration that otherwise would be spent on
the development and expansion of our business.
If we are unable to attract and retain qualified client service and support personnel, our business and operating results will
suffer.
Our client service and support is a key component of our business. Most of our hospital clients have small information
technology staffs, and they depend on us to service and support their systems. Future difficulty in attracting, training and
retaining capable client service and support personnel could cause a decrease in the overall quality of our client service and
support. That decrease would have a negative effect on client satisfaction which could cause us to lose existing clients and
could have an adverse effect on our new client sales. The loss of clients due to inadequate client service and support would
negatively impact our ability to continue to grow our business.
We periodically have restructured our sales force, which can be disruptive.
We continue to rely heavily on our direct sales force. Periodically, we have restructured or made other adjustments to our
sales force in response to factors such as product changes, geographical coverage and other internal considerations. Change in
the structures of the sales force and sales force management can result in temporary lack of focus and reduced productivity that
may affect revenues in one or more quarters. Future restructuring of our sales force could occur, and if so we may again
experience the adverse transition issues associated with such restructuring.
We do not have employment or non-competition agreements with most of our key personnel, and their departure could harm
our future success.
Our future success depends to a significant extent on the leadership and performance of our chief executive officer and
other executive officers. We do not have employment or non-competition agreements with any of our executive officers.
Therefore, they may terminate their employment with us at any time and may compete against us. The loss of the services of
any of our executive officers could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to manage our growth in the new markets we may enter, our business and financial results could suffer.
Our future financial results will depend in part on our ability to profitably manage our business in new markets that we
may enter. We are engaging in the strategic identification of, and competition for, growth and expansion opportunities in new
markets or offerings. In order to successfully execute on these future initiatives, we will need to, among other things, manage
changing business conditions and develop expertise in areas outside of our business's traditional core competencies. Difficulties
in managing future growth in new markets could have a significant negative impact on our business, financial condition and
results of operations.
Our international business activities and processes expose us to numerous and often conflicting laws, regulations, policies,
standards or other requirements, and to risks that could harm our business, financial condition and results of operations.
Our subsidiary, Get Real Health, sells patient engagement technology to hospital systems and government agencies in
Canada, Australia, England, and the Netherlands, directly and through resellers, and Evident has had limited sales of EHR
software to government agencies in Canada and the Caribbean. Our business in these countries is subject to numerous risks
inherent in international business operations. Among others, these risks include:
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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;
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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;
compliance with various industry standards; and
• market volatilities or workforce restrictions due to changing laws and regulations resulting from political decisions
(e.g. Brexit, government elections).
As we expand into new countries and markets, these risks could intensify. The application of the respective local laws and
regulations to our business is sometimes unclear, subject to change over time, and often conflicting among jurisdictions.
Additionally, these laws and government approaches to enforcement are continuing to change and evolve, just as our products
and services continually evolve. Compliance with these varying laws and regulations could involve significant costs or require
changes in products or business practices. Non-compliance could result in the imposition of penalties or cessation of orders due
to alleged non-compliant activity. We do not believe we have engaged in any activities sanctionable under these laws and
regulations, but governmental authorities could use considerable discretion in applying these statutes and any imposition of
sanctions against us could be material. One or more of these factors could have an adverse effect on our operations globally or
in one or more countries or regions, which could have an adverse effect on our business, financial condition and results of
operations.
As a result of the inherent limitations in our internal control over financial reporting, misstatements due to error or fraud
may occur and not be detected.
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be
disclosed by us in reports we file with or submit to the SEC under the Securities Exchange Act of 1934 (“Exchange Act”) is
accumulated and communicated to management and recorded, processed, summarized, and reported within the time periods
specified in SEC rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by an unauthorized override of the controls.
We face the risks and uncertainties that are associated with litigation against us, which may adversely impact our marketing,
distract management and have a negative impact upon our business, results of operations and financial condition.
We face the risks associated with litigation concerning the operation of our business. For example, companies in our
industry, including many of our competitors, have been subject to litigation based on allegations of patent infringement or other
violations of intellectual property rights. In particular, patent holding companies often engage in litigation to seek to monetize
patents that they have obtained. As the number of competitors, patents and patent holding companies in our industry increases,
the functionality of our products and services expands, and we enter into new geographies and markets, the number of
intellectual property rights-related actions against us is likely to continue to increase. The uncertainty associated with
substantial unresolved litigation may have an adverse effect on our business. In particular, such litigation could impair our
relationships with existing clients and our ability to obtain new clients. Defending such litigation may result in a diversion of
management's time and attention away from business operations, which could have an adverse effect on our business, results of
operations and financial condition. Such litigation may also have the effect of discouraging potential acquirers from bidding for
us or reducing the consideration such acquirers would otherwise be willing to pay in connection with an acquisition.
There can be no assurance that such litigation will not result in liability in excess of our insurance coverage, that our
insurance will cover such claims or that appropriate insurance will continue to be available to us in the future at commercially
reasonable rates.
RISKS RELATED TO OUR PRODUCTS AND SERVICES
Our failure to develop new products or enhance current products in response to market demands could adversely impact our
competitive position and require substantial capital resources to correct.
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The needs of hospitals in our target market are subject to rapid change due to government regulation, trends in clinical
care practices and technological advancements. As a result of these changes, our products may quickly become obsolete or less
competitive. New product introductions and enhancements by our competitors that more effectively or timely respond to
changing industry needs may weaken our competitive position.
We continually redesign and enhance our products to incorporate new technologies and adapt our products to ever-
changing hardware and software platforms. Often we face difficult choices regarding which new technologies to adopt. If we
fail to anticipate or respond adequately to technological advancements, or experience significant delays in product development
or introduction, our competitive position could be negatively affected. Moreover, our failure to offer products acceptable to our
target market could require us to make significant capital investments and incur higher operating costs to redesign our products,
which could negatively affect our financial condition and operating results.
Our products assist clinical decision-making and related care by capturing, maintaining and reporting relevant patient data.
If our products fail to provide accurate and timely information, our clients could assert claims against us that could result in
substantial cost to us, harm our reputation in the industry and cause demand for our products to decline.
We provide products that assist clinical decision-making and related care by capturing, maintaining and reporting relevant
patient data. Our products could fail or produce inaccurate results due to a variety of reasons, including mechanical error,
product flaws, faulty installation and/or human error during the initial data conversion. If our products fail to provide accurate
and timely information, clients and/or patients could sue us to hold us responsible for losses they incur from these errors. These
lawsuits, regardless of merit or outcome, could result in substantial cost to us, divert management’s attention from operations
and decrease market acceptance of our products. We attempt to limit by contract our liability for damages arising from
negligence, errors or mistakes. Despite this precaution, such contract provisions may not be enforceable or may not otherwise
protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors or
omissions. However, this coverage may not be sufficient to cover one or more large claims against us or otherwise continue to
be available on terms acceptable to us. In addition, the insurer could disclaim coverage as to any future claim.
Breaches of security and viruses in our systems could result in client claims against us and harm to our reputation causing
us to incur expenses and/or lose clients.
In the course of our business operations, we compile and transmit confidential information, including patient health
information. We have included security features in our systems that are intended to protect the privacy and integrity of this
information. Despite the existence of these security features, our system may experience break-ins and similar disruptive
problems that could jeopardize the security of information stored in and transmitted through the information technology
networks of our clients. In addition, the other systems with which we may interface, such as the Internet and related systems,
may be vulnerable to security breaches, viruses, programming errors or similar disruptive problems. Based on the size of our
company, the industry in which we operate, and the overall percentage of impacted companies in the same or similar industry, it
is probable there will be attempts to breach our security. Healthcare information has become a prime target for attackers based
on the value of the information and, therefore, has the potential to increase the risk of us experiencing a cyber attack.
Our systems have experienced various immaterial breaches in the past, including ransomware, denial-of-service,
malware, and phishing. Also, our business partners have experienced security breaches, which is disruptive for our customers.
While these events have not had an adverse impact on our business or financial condition, security breaches such as these could
have a material adverse effect on our financial condition, as, (a) clients could sue us for breaches of security involving our
system due to the sensitivity of the medical information we compile and transmit; (b) actual or perceived security breaches in
our system could harm the market perception of our products which could cause us to lose existing and prospective clients; and
(c) the effect of security breaches and related issues could disrupt our ability to perform certain key business functions and
could potentially reduce demand for our products and services. Accordingly, we have expended significant resources toward
establishing and enhancing the security of our related infrastructures and we have enhanced our cybersecurity risk management
program and disclosure controls and procedures, as discussed under "Business - Our Products and Services." However, no
assurance can be given that these efforts will be sufficient to protect against a breach or other cybersecurity incident. Also,
maintaining and enhancing our infrastructure security may require us to expend significant capital in the future.
New products that we introduce or enhancements to our existing products may contain undetected errors or problems that
could affect client satisfaction and cause a decrease in revenues.
Highly complex software products such as ours sometimes contain undetected errors or failures when first introduced or
when updates and new versions are released. Tests of our products may not detect bugs or errors because it is difficult to
simulate our clients’ wide variety of computing environments. Despite extensive testing, from time to time we have discovered
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defects or errors in our products. Defects or errors discovered in our products could cause delays in product introductions and
shipments, result in increased costs and diversion of development resources, require design modifications, decrease market
acceptance or client satisfaction with our products, cause a loss of revenue, result in legal actions by our clients and cause
increased insurance costs.
We may not be successful in convincing customers to migrate to current or future releases of our products, which may lead
to reduced services and maintenance revenues and less future business from existing customers.
Our customers may not be willing to incur the costs or invest the resources necessary to complete upgrades to current or
future releases of our products. This may lead to our loss of services and maintenance revenues and future business from
customers that continue to operate prior versions of our products or choose to no longer use our products.
Failure to maintain our margins and service rates for implementation services could have a material adverse effect on our
operating performance and financial condition.
A significant portion of our revenues is derived from implementation services. If we fail to scope our implementation
projects correctly, our services margins may suffer. We bill for implementation services predominately on an hourly or daily
basis (time and materials) and sometimes under fixed price contracts, and we generally recognize revenue from those services
as we perform the work. If we are not able to maintain the current service rates for our time and materials implementation
services, without corresponding cost reductions, or if the percentage of fixed price contracts increases and we underestimate the
costs of our fixed price contracts, our operating performance may suffer. The rates we charge for our implementation services
depend on a number of factors, including the following:
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•
•
perceptions of our ability to add value through our implementation services;
complexity of services performed;
competition;
pricing policies of our competitors and of systems integrators;
the use of globally sourced, lower-cost service delivery capabilities within our industry; and
economic, political and market conditions.
Services revenues carry lower gross margins than license revenues and an overall increase in services revenues as a
percentage of total revenues could have an adverse impact on our business.
Because our service revenues have lower gross margins than do our license revenues, an increase in the percentage of
total revenues represented by service revenues could have a detrimental impact on our overall gross margins and could
adversely affect operating results.
We may be subject to liability in the event we provide inaccurate claims data to payors.
We offer electronic claims submission services as part of our business management services. While we have implemented
certain product features designed to maximize the accuracy and completeness of claims submissions, these features may not be
sufficient to prevent inaccurate claims data from being submitted to payors. Should inaccurate claims data be submitted to
payors, we may be subject to liability claims.
We may experience liability claims arising out of the licensing of our software and provision of services.
Our agreements normally contain provisions designed to limit our exposure to potential liability claims and generally
exclude consequential and other forms of extraordinary damages. However, these provisions could be rendered ineffective,
invalid or unenforceable by unfavorable judicial decisions or by federal, state, local or foreign laws or ordinances. For example,
we may not be able to avoid or limit liability for disputes relating to product performance or the provision of services. If a claim
against us were to be successful, we may be required to incur significant expense and pay substantial damages, including
consequential or punitive damages, which could have a material adverse effect on our business, operating results and financial
condition. Even if we prevail in contesting such a claim, the accompanying publicity could adversely affect the demand for our
products and services.
We also rely on certain technology that we license from third parties, including software that is integrated with our
internally developed software. Although these third parties generally indemnify us against claims that their technology infringes
26
on the proprietary rights of others, such indemnification is not always available for all types of intellectual property. Often such
third-party indemnifiers are not well capitalized and may not be able to indemnify us in the event that their technology infringes
on the proprietary rights of others. As a result, we may face substantial exposure if technology we license from a third party
infringes on another party’s proprietary rights. Defending such infringement claims, regardless of their validity, could result in
significant cost and diversion of resources.
We are dependent on our licenses of rights, products and services from third parties, disruptions of which may cause us to
discontinue, delay or reduce product shipments.
We are increasingly dependent upon licenses for some of the technology used in our products as well as other products
and services from third-party vendors, and the costs of these licenses have increased in recent years. Most of these
arrangements can be continued/renewed only by mutual consent and may be terminated for any number of reasons. We may not
be able to continue using the technology, products or services made available to us under these arrangements on commercially
reasonable terms or at all. As a result, we may have to discontinue, delay or reduce product shipments or services provided until
we can obtain equivalent technology or services. Most of our third-party licenses are non-exclusive. Our competitors may
obtain the right to use any of the business elements covered by these arrangements and use these elements to compete directly
with us. In addition, if our vendors choose to discontinue providing their technology, products or services in the future or are
unsuccessful in their continued research and development efforts, we may not be able to modify or adapt our own products. The
operation of our products would be impaired if errors occur in third party technology or content that we incorporate, and we may incur
additional costs to repair or replace the defective technology or content. It may be difficult for us to correct any errors in third party
products because the products are not within our control.
Because we believe that proprietary rights are material to our success, misappropriation of these rights could limit our
ability to compete effectively and adversely affect our financial condition.
We are heavily dependent on the maintenance and protection of our intellectual property and we rely largely on a
combination of confidentiality provisions in our client agreements, employee nondisclosure agreements, trademark and trade
secret laws and other measures to protect our intellectual property. Additionally, our software is not patented or copyrighted.
Although we attempt to control access to our intellectual property, unauthorized persons may attempt to copy or otherwise use
our intellectual property. There can be no assurance that the legal protections and precautions we take will be adequate to
prevent misappropriation of our technology or that competitors will not independently develop technologies equivalent or
superior to ours. Monitoring unauthorized use of our intellectual property is difficult, and the steps we have taken may not
prevent unauthorized use. If our competitors gain access to our intellectual property, our competitive position in the industry
could be damaged. An inability to compete effectively could cause us to lose existing and potential clients and experience lower
revenues, revenue growth and profit margins. Third parties could obtain patents that may require us to negotiate licenses to
conduct our business, and the required licenses may not be available on reasonable terms or at all. We also rely on
nondisclosure agreements with certain employees, and we cannot be certain that these agreements will not be breached or that
we will have adequate remedies for any breach.
If we are deemed to infringe on the intellectual property rights of third parties, we could incur unanticipated expense and be
prevented from providing our products and services if we cannot obtain licenses to these rights on commercially acceptable
terms.
We do not believe that our operations or products infringe on the intellectual property rights of others. However, there
can be no assurance that others will not assert infringement or trade secret claims against us with respect to our current or future
products. Many participants in the technology industry have an increasing number of patents and patent applications and have
frequently demonstrated a readiness to take legal action based on allegations of patent and other intellectual property
infringement. Further, as the number and functionality of our products increase, we believe we may become increasingly
subject to the risk of infringement claims. If infringement claims are brought against us, these assertions could distract
management. We may have to spend a significant amount of money and time to defend or settle those claims. In addition,
claims against third parties from which we purchase software could adversely affect our ability to access third-party software
for our systems.
If we were found to infringe on the intellectual property rights of others, we could be forced to pay significant license
fees or damages for infringement. If we were unable to obtain licenses to these rights on commercially acceptable terms, we
would be required to discontinue the sale of our products that contain the infringing technology. Our clients would also be
required to discontinue the use of those products. We are unable to insure against this risk on an economically feasible basis.
Even if we were to prevail in an infringement lawsuit, the accompanying publicity could adversely impact the demand for our
products. Under some circumstances, we agree to indemnify our clients for some types of infringement claims that may arise
27
from the use of our products.
Most of our facilities are located in an area vulnerable to hurricanes and tropical storms, and the occurrence of a severe
hurricane, similar storm or other natural disaster could cause damage to our facilities and equipment, which could require
us to cease or limit our operations.
A significant portion of our facilities and employees are located within 30 miles of the coast of the Gulf of Mexico. Our
facilities are vulnerable to significant damage or destruction from hurricanes and tropical storms. We are also vulnerable to
damage from other types of disasters, including tornadoes, fires, floods and similar events. If any disaster were to occur, our
ability to conduct business at our facilities could be seriously impaired or completely destroyed. This would have adverse
consequences for our clients who depend on us for system support or business management, consulting and managed IT
services. Also, the servers of clients who use our remote access services could be damaged or destroyed in any such disaster.
This would have potentially devastating consequences to those clients. Although we have an emergency recovery plan,
including back-up systems in remote locations, there can be no assurance that this plan will effectively prevent the interruption
of our business due to a natural disaster. Furthermore, the insurance we maintain may not be adequate to cover our losses
resulting from any natural disaster or other business interruption.
Interruptions in our power supply and/or telecommunications capabilities could disrupt our operations, cause us to lose
revenues and/or increase our expenses.
We currently have backup generators to be used as alternative sources of power in the event of a loss of power to our
facilities. If these generators were to fail during any power outage, we would be temporarily unable to continue operations at
our facilities. This would have adverse consequences for our clients who depend on us for system support, business
management, and managed IT and professional services. Any such interruption in operations at our facilities could damage our
reputation, harm our ability to retain existing clients and obtain new clients, and result in lost revenue and increased insurance
and other operating costs.
We also have clients for whom we store and maintain computer servers containing critical patient and administrative data.
Those clients access this data remotely through telecommunications lines. If our power generators fail during any power outage
or if our telecommunications lines are severed or impaired for any reason, those clients would be unable to access their mission
critical data causing an interruption in their operations. In such event our remote access clients and/or their patients could seek
to hold us responsible for any losses. We would also potentially lose those clients, and our reputation could be harmed.
We are dependent on the continued and unimpeded access to the Internet by us and our clients, which is not within our
control.
We deliver Internet-based services and, accordingly, depend on our ability and the ability of our clients to access the
Internet. This access is currently provided by third parties that have significant market power in the broadband and Internet
access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and
government-owned service providers - all of whom are outside of our control. In the event of any difficulties, outages and
delays by Internet service providers, we may be impeded from providing services, resulting in a loss of potential or existing
clients.
RISKS RELATED TO OUR INDEBTEDNESS
Volatility in and disruption to the global capital and credit markets and tightened lending standards may adversely affect our
ability to access credit in the future, the cost of any credit obtained in the future, and the financial soundness of our clients
and our business.
Domestic and international events have frequently resulted in volatility and disruption to the global capital and credit
markets, often adversely affecting the availability, terms and cost of credit. Although we believe that our operating cash flow
and financial assets will give us the ability to meet our financing needs for the foreseeable future, there can be no assurance that
the volatility and disruption in the global capital and credit markets will not impair our liquidity or increase the costs of any
future borrowing.
Our business could also be negatively impacted to the extent that our hospital clients continue to face tight capital and
credit markets and other disruptions resulting from the prior economic recession or cuts in Medicare and Medicaid funding.
Hospitals may modify, delay or cancel plans to purchase our software systems or services. Additionally, if hospitals’ operating
and financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, they may not be able
28
to pay, or may delay payment of, accounts receivable owed to us. Any inability of clients to pay us for our products and
services may adversely affect our earnings and cash flow.
Tightened lending standards and the absence of third-party credit has resulted in many of our hospital clients seeking
financing arrangements from us to purchase our software systems and services. These financing arrangements impact our short-
term operating cash flow and cash available. Should the requests for these financing arrangements continue or increase, our
business could be negatively impacted by our inability to finance these arrangements. In addition, the absence of credit could
negatively impact our existing financing receivables should our clients with financing arrangements be unable to meet their
obligations.
Our substantial indebtedness may adversely affect our available cash flow and our ability to operate our business, remain in
compliance with debt covenants and make payments on our indebtedness.
In connection with the acquisition of HHI we incurred substantial indebtedness. As of December 31, 2019, we had
approximately $108.8 million of indebtedness, which includes $88.8 million under our term loan facility and $20.0 million
borrowed under our revolving credit facility. We also had $30.0 million of unused commitments under our revolving credit
facility as of December 31, 2019.
Our substantial indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due,
the principal of, interest on or other amounts due in respect of our indebtedness. Our substantial indebtedness, combined with
our other financial obligations and contractual commitments, could have important consequences. For example, it could:
• make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with
the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default
under such instruments;
• make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse
changes in government regulation;
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general
corporate purposes;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
place us at a competitive disadvantage compared to our competitors that are less highly leveraged and therefore able to
take advantage of opportunities that our indebtedness prevents us from exploiting; and
limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service
requirements, execution of our business strategy or other purposes.
Any of the above listed factors could have a material adverse effect on our business, prospects, results of operations and
financial condition. Furthermore, our interest expense could increase if interest rates increase because our debt bears interest at
floating rates, which could adversely affect our cash flows. If we do not have sufficient earnings to service our debt, we may be
required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, none of which we can
guarantee we will be able to do.
In addition, the credit agreement governing our term loan facility and revolving credit facility contains restrictive
covenants that limit our ability to engage in activities that may be in our long-term best interests. A breach of any of these
restrictive covenants, if not cured or waived, could result in an event of default that could trigger acceleration of our
indebtedness and may result in the acceleration of or default under any other debt to which a cross-acceleration or cross-default
provision applies, which could have a material adverse effect on our business and financial condition. The credit agreement
requires compliance with a consolidated leverage ratio test. In addition, the credit agreement requires prepayment of the
outstanding indebtedness thereunder if we have certain excess cash flow, as described therein. The credit agreement requires us
to mandatorily prepay the term loan facility and amounts borrowed under the revolving credit facility with net cash proceeds
from certain financing and other transactions. Additionally, the credit agreement requires repayment of the facilities with 50%
of excess cash flow (minus certain specified other payments), subject to elimination if our consolidated leverage ratio is less
than or equal to 2.5 to 1.0.
Despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which
could exacerbate the risks associated with our substantial leverage.
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We and our subsidiaries may be able to incur substantial additional indebtedness in the future, including secured
indebtedness. Although the credit agreement governing our term loan facility and revolving credit facility contains restrictions
on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and
exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to our
or our subsidiaries’ current debt levels, the related risks that we face would be increased.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many
factors beyond our control, and any failure to meet our debt service obligations could have a material adverse effect on our
business, prospects, results of operations and financial condition.
Our ability to pay interest on and principal of our debt obligations principally depends upon our operating performance.
As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control,
will affect our ability to make these payments.
If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to
undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying
capital investments or capital expenditures or seeking to raise additional capital. Our ability to restructure or refinance our debt,
if at all, will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our
debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict
our business operations. In addition, the terms of existing or future debt instruments may restrict us from adopting some of
these alternatives. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance our
obligations at all or on commercially reasonable terms, could affect our ability to satisfy our debt obligations and have a
material adverse effect on our business, prospects, results of operations and financial condition.
The terms of the credit agreement governing our term loan facility and revolving credit facility may restrict our current and
future operations, particularly our ability to respond to changes in our business or to take certain actions.
Our term loan facility and revolving credit facility contain, and any future indebtedness of ours would likely contain, a
number of restrictive covenants that impose significant operating restrictions, including restrictions on our ability to engage in
acts that may be in our best long-term interests.
The credit agreement governing our term loan facility and revolving credit facility includes covenants restricting, among
other things, our ability to:
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incur additional debt;
incur liens and encumbrances;
pay dividends on our equity securities or payments to redeem, repurchase or retire our equity securities;
enter into restrictive agreements;
• make investments, loans and acquisitions;
• merge or consolidate with any other person;
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dispose of assets;
enter into sale and leaseback transactions;
engage in transactions with our affiliates; and
• materially alter the business we conduct.
The operating restrictions and covenants in these debt agreements and any future financing agreements may adversely
affect our ability to finance future operations or capital needs or to engage in other business activities. Our ability to comply
with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could
require us to seek waivers or amendments of covenants, alternative sources of financing or reductions in expenditures. In
addition, the outstanding indebtedness under our term loan facility and revolving credit facility is, subject to certain exceptions,
secured by security interests in substantially all of our and the subsidiary guarantors’ tangible and intangible assets (subject to
certain exceptions). A breach of any of the restrictive covenants in the credit agreement governing our term loan facility and
revolving credit facility would result in a default, and our lenders may elect to declare all outstanding borrowings, together with
30
accrued interest and other fees, to be immediately due and payable, or enforce and foreclose on their security interest and
liquidate some or all of such pledged assets. The lenders under our term loan facility and revolving credit facility also have the
right in these circumstances to terminate any commitments they have to provide further borrowings.
We are exposed to market risk related to interest rate changes.
We are exposed to market risk related to changes in interest rates as a result of the floating interest rates applicable to the
outstanding debt under our term loan facility and revolving credit facility. The interest rate for the outstanding debt under our
term loan facility and revolving credit facility as of December 31, 2019 was 4.0%. Borrowings under our term loan facility and
revolving credit facility bear interest at a base rate, a LIBOR rate, or a combination of the two, as elected by us, plus an
applicable margin. The base rate is determined by reference to the greatest of (a) the prime lending rate of Regions Bank, (b)
the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month LIBOR rate
plus one percent per annum. The LIBOR rate is determined by reference to the interest rate for dollar deposits in the London
interbank market for the interest period relevant to such borrowings, adjusted as set forth in the credit agreement. There is no
cap on the maximum interest rate for borrowings under our term loan facility and revolving credit facility.
RISKS RELATED TO OUR COMMON STOCK
We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our
performance, one or more of which could adversely affect our business, financial condition, cash flows, revenue and results
of operations.
Based on our reading and interpretations of relevant guidance, principles or concepts issued by, among other authorities,
the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and the Securities and
Exchange Commission, we believe revenue received pursuant to our current sales and licensing contract terms and business
arrangements have been properly recognized. However, there continue to be issued interpretations and guidance for applying
the relevant standards to a wide range of sales and licensing contract terms and business arrangements that are prevalent in the
software industry. Future interpretations or changes by the regulators of existing accounting standards, including Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, or changes in our business
practices could result in changes in our revenue recognition and/or other accounting policies and practices that could adversely
affect our business, financial condition, cash flows, revenue and results of operations.
We may be required to record a significant charge to earnings if our goodwill or intangible assets become impaired.
We are required under U.S. generally accepted accounting principles ("U.S. GAAP") to test our goodwill for impairment
annually or more frequently if indicators for potential impairment exist. Indicators that are considered include significant
changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative
industry, or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained
period of time. In addition, we periodically review our intangible assets for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors that may be considered a change in
circumstances indicating that the carrying value of our intangible assets may not be recoverable include slower growth rates, the
loss of significant clients, or divestiture of a business or asset for less than its carrying value. We may be required to record a
significant charge to earnings in our consolidated financial statements during the period in which any impairment of our
goodwill or intangible assets is determined. For example, we recorded a goodwill impairment charge of $28.0 million in the
fourth quarter of 2017 relating to our Post-acute Care EHR reporting unit, which consists soley of American HealthTech, which
we acquired in January 2016 as part of our acquisition of HHI. This impairment charge had a significant negative effect on our
consolidated net income for the year ended December 31, 2017.
Any future impairment charges could have a material adverse impact on our results of operations. There are inherent
uncertainties in management's estimates, judgments and assumptions used in assessing recoverability of goodwill and intangible
assets. Any changes in key assumptions, including failure to meet business plans, a deterioration in the market, or other
unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in an
impairment charge.
The unpredictability of our quarterly operating results may cause us to fail to meet revenues or earnings expectations which
could cause the price of our common stock to fluctuate or decline.
There is no assurance that consistent quarterly growth in our business will occur. Our quarterly revenues may fluctuate
and may be difficult to forecast for a variety of reasons. For example, prospective clients often take significant time evaluating
our system and related services before making a purchase decision. Moreover, a prospective client who has placed an order for
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our system could decide to cancel that order or postpone installation of the ordered system. If a prospective client delays or
cancels a scheduled system installation during any quarter, we may not be able to schedule a substitute system installation
during that quarter. The amount of revenues that would have been generated from that installation will be postponed or lost.
The possibility of delays or cancellations of scheduled system installations could cause our quarterly revenues to fluctuate.
The following factors may also affect demand for our products and services and cause our quarterly revenues to fluctuate:
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changes in client budgets and purchasing priorities;
the ability of our clients to obtain financing for the purchase of our products;
the financial stability of our clients;
the specific mix of software, hardware and services in orders from clients;
the timing of new product announcements and product introductions by us and our competitors;
• market acceptance of new products, product enhancements and services from us and our competitors;
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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.
Variations in our quarterly revenues may adversely affect our operating results. In each fiscal quarter, our expense levels,
operating costs and hiring plans are based on projections of future revenues and are relatively fixed. Because a significant
percentage of our expenses are relatively fixed, a variation in the timing of systems sales, implementations and installations can
cause significant variations in operating results from quarter to quarter. As a result, we believe that interim period-to-period
comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future
performance. Further, our historical operating results are not necessarily indicative of future performance for any particular
period.
Due to all of the foregoing factors, it is possible that our operating results may be below the expectations of securities
analysts and investors. In such event, the price of our common stock would likely be adversely affected.
Our common stock price has periodically experienced significant volatility, which could result in substantial losses for
investors purchasing shares of our common stock and in litigation against us.
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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;
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client relationship developments;
purchases or sales of Company stock;
changes occurring in the markets in general;
• macroeconomic conditions, both nationally and internationally; and
•
other factors, many of which are beyond our control.
Furthermore, the stock market in general, and the market for software, healthcare and high technology companies in
particular, has experienced significant volatility in recent years that often has been unrelated to the operating performance of
particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common
stock, regardless of actual operating performance.
Moreover, in the past, securities class action litigation has often been brought against a company following periods of
volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could
result in substantial costs and divert management’s attention and resources.
If we fail to maintain effective internal control over financial reporting, this may adversely affect investor confidence in our
company and, as a result, the value of our common stock.
We are required under Section 404 of the Sarbanes-Oxley Act to furnish a report by management on the effectiveness of
our internal control over financial reporting and to include a report by our independent auditors attesting to such effectiveness.
Any failure by us to maintain effective internal control over financial reporting could adversely affect our ability to report
accurately our financial condition or results of operations.
If we are unable to maintain effective internal control over financial reporting, or if our independent auditors determine
that we have a material weakness 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. Failure to remedy any material weakness in our
internal control over financial reporting, or to implement or maintain other effective control systems required of public
companies, also could restrict our future access to the capital markets.
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ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our corporate campus is located on approximately 16.5 acres in Mobile, Alabama and includes approximately 135,500
square feet of office space. Our main campus headquarters building consists of approximately 66,000 square feet of office and
warehouse space. We also have eleven additional smaller campus buildings consisting of approximately 6,000 square feet of
office space each and an additional campus building consisting of approximately 3,500 square feet. The Company also owns
11.3 acres of undeveloped real property adjacent to our corporate campus.
We lease the remainder of our facilities in various locations in the United States, including: Fairhope, Alabama;
Pottsville, Pennsylvania; Lanett, Alabama; Mobile, Alabama; Monroe, Louisiana; Glenwood, Minnesota; Marshall, Minnesota;
Plymouth, Minnesota; Ridgeland, Mississippi, and Ridgeland, Maryland. The terms of these leases generally range in length
from one to twelve years, and all of the leases contain options to incrementally extend the lease period. During 2020, we have
one lease which will expire and the Company will not renew: Lanett, Alabama.
ITEM 3.
LEGAL PROCEEDINGS
From time to time, we are involved in routine litigation that arises in the ordinary course of business. We are not currently
involved in any claims outside the ordinary course of business that are material to our financial condition or results of
operations.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for CPSI Common Stock
As of March 9, 2020, there were approximately 113 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 9, 2020, there were 14,356,296
shares of common stock outstanding.
CPSI’s common stock is listed on the NASDAQ Global Select Market under the symbol "CPSI."
Dividends
On November 2, 2017, the Company announced that our Board of Directors adopted a fixed dividend policy for the
payment of quarterly dividends. The policy provides for dividends to be paid quarterly in an amount of $0.10 per share. We
believe that paying dividends is an effective way of providing an investment return to our stockholders and a beneficial use of
our cash. However, the declaration of dividends by CPSI is subject to the discretion of our Board of Directors. Our Board of
Directors will take into account such matters as general business conditions, capital needs, our financial results, available
liquidity and such other factors as our Board of Directors may deem relevant. Additionally, the terms of our Credit Agreement
restrict our ability to pay dividends. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations, “Liquidity and Capital Resources-Credit Agreement” included herein.
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ITEM 6.
SELECTED FINANCIAL DATA
(In thousands, except for per share data)
INCOME DATA:
Total sales revenues . . . . . . . . . . . . . . . . . $
Total costs of sales . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses* . . . . . . . . . . . .
Operating income (loss)* . . . . . . . . . . . .
Total other income (expense) . . . . . . . . .
Income (loss) before taxes* . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . .
Net Income (loss)* . . . . . . . . . . . . . . . . . $
Net income (loss) per share - basic* . . . . $
Net income (loss) per share - diluted* . . . $
Weighted average shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per common
share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
Year Ended December 31,
2017
2016
2018
2015
$
$
$
$
274,634
130,489
144,145
119,562
24,583
(887)
23,696
3,228
20,468
1.43
1.43
13,778
13,778
$
$
$
$
280,411
130,683
149,728
124,846
24,882
(6,774)
18,108
476
17,632
1.26
1.26
13,561
13,568
$
276,927
129,654
147,273
152,087
(4,814)
(8,669)
(13,483)
3,933
(17,416) $
(1.27) $
(1.27) $
13,419
13,419
$
$
$
$
267,272
133,538
133,734
119,359
14,375
(6,389)
7,986
4,053
3,933
.29
.29
13,255
13,255
182,174
87,716
94,458
69,372
25,086
405
25,491
7,148
18,343
1.62
1.62
11,083
11,083
.40
$
.40
$
.85
$
1.86
$
2.56
2019
2018
As of December 31,
2017
2016
2015
BALANCE SHEET DATA
Cash and cash equivalents . . . . . . . . . . . . $
Working capital . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . .
Total long-term obligations . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . .
$
7,357
24,902
339,589
41,930
113,312
184,347
$
5,732
31,435
327,746
38,503
129,460
159,783
$
520
17,028
318,216
40,849
141,281
136,086
$
2,220
13,604
339,150
30,945
150,235
157,970
24,951
57,136
92,788
17,422
—
75,366
* Year ended December 31, 2017 is inclusive of a $28.0 million ($2.09 per share) non-cash goodwill impairment expense.
36
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with the
"Selected Financial Data" and our financial statements and the related notes included elsewhere in this Annual Report. This
discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including
but not limited to those set forth under "Risk Factors" and elsewhere in this Annual Report.
Background
CPSI is a leading provider of healthcare solutions and services for community hospitals and other healthcare systems and
post-acute care facilities. Founded in 1979, CPSI offers its products and services through four companies - Evident, LLC
("Evident"), TruBridge, LLC ("TruBridge"), American HealthTech, Inc. ("AHT"), and iNetXperts, Corp. d/b/a Get Real Health
("Get Real Health"). These combined companies are focused on improving the health of the communities we serve, connecting
communities for a better patient care experience, and improving the financial operations of our clients. The individual
contributions of each of these companies towards this combined focus are as follows:
•
•
•
•
Evident, which makes up our Acute Care EHR reporting segment, provides comprehensive acute care electronic health
record ("EHR") solutions, Thrive and Centriq, and related services for community hospitals and their physician clinics.
AHT, which makes up our Post-acute Care EHR reporting segment, provides a comprehensive post-acute care EHR
solution and related services for skilled nursing and assisted living facilities.
TruBridge, our third reporting segment, focuses on providing business management, consulting, and managed IT
services along with its complete revenue cycle management ("RCM") solution for all care settings, regardless of their
primary healthcare information solutions provider.
Get Real Health, included within our TruBridge segment, delivers technology solutions to improve patient outcomes
and engagement strategies with care providers.
Our companies currently support approximately 800 acute care facilities and approximately 3,300 post-acute care
facilities with a geographically diverse customer mix within the domestic community healthcare market. Our clients primarily
consist of community hospitals with fewer than 200 acute care beds, with hospitals having fewer than 100 beds comprising
approximately 98% of our acute care EHR client base.
See Note 17 to the consolidated financial statements included herein for additional information on our three reportable
segments.
Management Overview
Through much of our history, our strategy has been to achieve meaningful long-term revenue growth through sales of
healthcare IT systems and related services to existing and new clients within our target market. Prospectively, our ability to
continue to realize long-term revenue growth is largely dependent on our ability to sell new and additional products and
services to our existing customer base, including cross-selling opportunities presented between our operating segments, Acute
Care EHR, Post-acute Care EHR, and TruBridge. As a result, retention of existing EHR customers is a key component of our
long-term growth strategy by protecting this base of potential cross-sell customers, while at the same time serving as a leading
indicator of our market position and stability of revenues and cash flows.
Additionally, as we consider the long-term growth prospects of our business, we are seeking to further stabilize our
revenues and cash flows and leverage TruBridge services as a growth agent in light of a relatively mature EHR marketplace. As
a result, we are placing ever-increasing value in further developing our already significant recurring revenue base. As such,
maintaining and growing recurring revenues are additional key components of our long-term growth strategy, aided by the
aforementioned focus on customer retention, and includes a renewed focus on driving demand for subscriptions for our existing
technology solutions and expanding the footprint for TruBridge services beyond our EHR customer base.
Our business model is designed such that, as revenue growth materializes, earnings and profitability growth are naturally
bolstered through the increased margin realization afforded us by operating leverage. Once a hospital has installed our
solutions, we continue to provide support services to the customer on a continuing basis and make available to the customer our
37
broad portfolio of business management, consulting, and managed IT services, all of which contribute to recurring revenue
growth. The provision of these recurring revenue services typically requires fewer resources than the initial system installation,
resulting in increased overall gross margins and operating margins. We also look to increase margins through cost containment
measures where appropriate as we continue to leverage opportunities for greater operating efficiencies of the combined entity.
Turbulence in the U.S. and worldwide economies and financial markets impacts almost all industries. While the
healthcare industry is not immune to economic cycles, we believe it is more significantly affected by U.S. regulatory and
national health initiatives than by the economic cycles of our economy. Additionally, healthcare organizations with a large
dependency on Medicare and Medicaid populations, such as community hospitals, have been affected by the challenging
financial condition of the federal government and many state governments and government programs. Accordingly, we
recognize that prospective hospital clients often do not have the necessary capital to make investments in information
technology. Additionally, in response to these challenges, hospitals have become more selective regarding where they invest
capital, resulting in a focus on strategic spending that generates a return on their investment. Despite these challenges, we
believe healthcare information technology is often viewed as more strategically beneficial to hospitals than other possible
purchases because the technology also plays an important role in healthcare by improving safety and efficiency and reducing
costs. Additionally, we believe most hospitals recognize that they must invest in healthcare information technology to meet
current and future regulatory, compliance and government reimbursement requirements.
In recent years, there have been significant changes to provider reimbursement by the U.S. federal government, followed
by commercial payers and state governments. There is increasing pressure on healthcare organizations to reduce costs and
increase quality while replacing fee-for-service in part by enrolling in an advanced payment model. This pressure could further
encourage adoption of healthcare IT and increase demand for business management, consulting, and managed IT services, as
the future success of these healthcare providers is greatly dependent upon their ability to engage patient populations and to
coordinate patient care across a multitude of settings, while optimizing operating efficiency along the way.
Much of the variability in our periodic revenues and profitability has been and will continue to be due to changing
demand for different license models for our technology solutions, with variability in operating cash flows further impacted by
the financing decisions within those license models. Our technology solutions are generally deployed in one of two license
models: (1) perpetual licenses, for which the related revenue is recognized effectively upon installation, and (2) “Software as a
Service” or “SaaS” arrangements, including our Cloud Electronic Health Record (“Cloud EHR”) offering, which generally
result in revenue being recognized monthly as the services are provided over the term of the arrangement.
Although the overwhelming majority of our historical installations have been under a perpetual license model, 2019
marked a dramatic shift in customer preferences in license model, with 43% of the year’s new acute care EHR installations
being performed in a SaaS model, compared to only 12% in 2018. These SaaS offerings are becoming increasingly attractive to
our clients because this configuration allows them to obtain access to advanced software products without a significant initial
capital outlay. We expect this trend to continue for the foreseeable future, with the resulting impact on the Company’s financial
statements being reduced system sales revenues in the period of installation in exchange for increased recurring periodic
revenues (reflected in system sales and support revenues) over the term of the SaaS arrangement. This naturally places
downward pressure on short-term revenue growth and profitability metrics, but benefits long-term revenue growth and
profitability which, in our view, is consistent with our goal of delivering long-term shareholder value.
For customers electing to purchase our technology solutions under a perpetual license, we have historically made
financing arrangements available on a case-by-case basis, depending on the various aspects of the proposed contract and
customer attributes. These financing arrangements continue to comprise the majority of our perpetual license installations, and
include short-term payment plans and longer-term lease financing through us or third-party financing companies. During 2018,
total financing receivables increased by $7.8 million and had a significant impact on operating cash flows. This increase in
financing arrangements was primarily due to two reasons. First, meaningful use stage 3 (“MU3”) installations are primarily
financed through short-term payment plans and demand for such installations increased significantly in late 2017. Second,
competitor financing options, primarily through accounts receivable management collections and cloud EHR arrangements,
have applied pressure to reduce initial customer capital investment requirements for new EHR installations, leading to the
offering of long-term lease options. In 2019, we experienced a modest reduction in total financing receivables due to the natural
exhaustion of the MU3 opportunity and the aforementioned dramatic shift in license preferences towards SaaS arrangements,
the former of which also resulted in a positive impact to operating cash flows. We expect financing receivables to continue to
decrease during 2020, with a corresponding beneficial impact to operating cash flows, as the trends related to MU3 purchases
and SaaS arrangements continue.
For those perpetual license clients not seeking a financing arrangement, the payment schedule of the typical contract is
structured to provide for a scheduling deposit due at contract signing, with the remainder of the contracted fees due at various
38
stages of the installation process (delivery of hardware, installation of software and commencement of training, and satisfactory
completion of a monthly accounting cycle or end-of-month operation by each respective application, as applicable).
On May 3, 2019, the Company closed its acquisition of Get Real Health pursuant to a Stock Purchase Agreement dated
April 23, 2019, as amended on May 2, 2019. Based in Rockville, Maryland, Get Real Health delivers technology solutions to
improve patient outcomes and engagement strategies with care providers. Through this acquisition, the Company strengthened
its position in community healthcare by offering three new comprehensive patient engagement and empowerment solutions that
are offered by Get Real Health. This acquisition resulted in incremental revenues of approximately $3.4 million during 2019,
with an immaterial impact on net income. During 2019, we incurred approximately $0.6 million of pre-tax acquisition costs in
connection with the acquisition of Get Real Health.
2019 Financial Overview
We generated revenues of $274.6 million from the sale of our products and services during 2019, compared to $280.4
million during 2018, a decrease of 2% that is primarily attributed to fewer MU3 installations as the October 1, 2019 MU3
compliance deadline passed. This decrease in MU3-related revenues was partially offset by continued TruBridge revenue
growth. We view sales of TruBridge solutions within our existing EHR client base as our leading performance indicator. Our
net income increased to income of $20.5 million in 2019 compared to income of $17.6 million in 2018, primarily due to a $5.0
million gain on contingent consideration resulting from Get Real Health not meeting the purchase agreement earnout during
2019. Our operating income decreased slightly to income of $24.6 million in 2019 compared to income of $24.9 million in
2018, primarily as a decrease in operating expenses mostly offset the decrease in revenue. Net cash provided by operating
activities increased by $19.7 million, from $23.9 million provided by operations for 2018 to $43.6 million provided by
operations for 2019. This increase was primarily due to more advantageous changes in working capital, most notably as it
relates to accounts receivables and financing receivables.
39
Results of Operations
The following table sets forth certain items included in our results of operations for each of the three years in the period ended
December 31, 2019, expressed as a percentage of our total revenues for these periods:
2019
Year ended December 31,
2018
2017
Amount
% Sales
Amount
% Sales
Amount
% Sales
52.5 % $
7.7 %
60.2 %
39.8 %
100.0 %
157,972
22,192
180,164
100,247
280,411
56.3 % $
7.9 %
64.2 %
35.8 %
100.0 %
164,228
24,033
188,261
88,666
276,927
59.3 %
8.7 %
68.0 %
32.0 %
100.0 %
25.0 %
1.9 %
26.9 %
20.6 %
47.5 %
52.5 %
13.4 %
10.1 %
16.0 %
4.0 %
— %
43.5 %
9.0 %
69,831
6,153
75,984
54,699
130,683
149,728
36,371
30,713
47,275
10,487
—
124,846
24,882
24.9 %
2.2 %
27.1 %
19.5 %
46.6 %
53.4 %
13.0 %
11.0 %
16.9 %
3.7 %
— %
44.5 %
8.9 %
0.3 %
— %
— %
(2.7)%
(2.4)%
6.5 %
0.2 %
6.3 % $
72,537
7,481
80,018
49,636
129,654
147,273
33,737
33,021
46,923
10,406
28,000
152,087
(4,814)
407
—
(1,340)
(7,736)
(8,669)
(13,483)
3,933
(17,416)
26.2 %
2.7 %
28.9 %
17.9 %
46.8 %
53.2 %
12.2 %
11.9 %
16.9 %
3.8 %
10.1 %
54.9 %
(1.7)%
0.1 %
— %
(0.5)%
(2.8)%
(3.1)%
(4.9)%
1.4 %
(6.3)%
(In thousands)
INCOME DATA:
Sales revenues:
System sales and support:
Acute Care EHR . . . . . . . . . . . . . . $
Post-acute Care EHR . . . . . . . . . .
Total system sales and support . . . .
TruBridge . . . . . . . . . . . . . . . . . . . .
Total sales revenues . . . . . . . . . . . . . .
Costs of sales:
System sales and support:
Acute Care EHR . . . . . . . . . . . . . .
Post-acute Care EHR . . . . . . . . . .
Total system sales and support . . . .
TruBridge . . . . . . . . . . . . . . . . . . . .
Total costs of sales . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . .
Operating expenses:
Product development . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . .
General and administrative . . . . . . .
Amortization of acquisition-related
intangibles . . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . .
Total operating expenses . . . . . . . . . .
Operating income (loss) . . . . . . . . . .
Other income (expense):
144,074
21,278
165,352
109,282
274,634
68,569
5,303
73,872
56,617
130,489
144,145
36,861
27,774
43,921
11,006
—
119,562
24,583
Other income . . . . . . . . . . . . . . . . .
Gain on contingent consideration . .
Loss on extinguishment of debt . . .
Interest expense . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . .
Income (loss) before taxes . . . . . . . . .
Provision for income taxes . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . $
807
5,000
—
(6,694)
(887)
23,696
3,228
20,468
0.3 %
1.8 %
— %
(2.4)%
(0.3)%
8.6 %
1.2 %
7.5 % $
803
—
—
(7,577)
(6,774)
18,108
476
17,632
40
2019 Compared to 2018
Revenues. Total revenues for the year ended December 31, 2019 decreased 2%, or $5.8 million, compared to the year
ended December 31, 2018.
System sales and support revenues, consisting of the Acute Care EHR and Post-acute Care EHR segments, decreased by
8%, or $14.8 million, from the year ended December 31, 2018. System sales and support revenues were comprised of the
following for the year ended December 31, 2019 and 2018:
(In thousands)
Recurring system sales and support revenues (1)
Acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Post-acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total recurring system sales and support revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recurring system sales and support revenues (2)
Acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Post-acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-recurring system sales and support revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total system sales and support revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1) Mostly comprised of support and maintenance, third-party subscriptions, and SaaS
revenues.
(2) Mostly comprised of installation revenues from the sale of our acute and post-acute care
EHR solutions and related applications under a perpetual (non-subscription) licensing
model.
Year ended December 31,
2019
2018
109,046
17,466
126,512
35,028
3,812
38,840
165,352
$
$
111,936
18,599
130,535
46,036
3,593
49,629
180,164
Recurring system sales and support revenues decreased $4.0 million, or 3%, during 2019. Acute Care EHR recurring
revenues decreased by $2.9 million, or 3%, as attrition primarily from the Centriq customer base outweighed new Thrive
customer growth and additional support fees for MU3-related add-on sales. Post-acute Care EHR recurring revenues decreased
by $1.1 million, or 6%, due to attrition attributed to an aggressive competitive environment as we make planned technological
improvements to the AHT product line.
Non-recurring system sales and support revenues decreased $10.8 million, or 22%, primarily due to an $11.0 million, or
24%, decrease in Acute Care EHR non-recurring revenues. We installed our Acute Care EHR solutions at twenty-eight new
hospital clients during 2019 (twelve under a SaaS arrangement, resulting in revenue being recognized ratably over the contract
term; comparatively, revenues related to perpetual license arrangements are recognized when the related installation is
complete) compared to twenty-six new hospital clients during 2018 (three under a SaaS arrangement). This decrease in non-
SaaS installation activity caused non-recurring Acute Care EHR revenues from new system implementations to decrease by
$6.3 million compared to 2018. Additionally, the 2019 year-end deadline for compliance with the related PI (formerly
"Meaningful Use") program administered by CMS resulted in a $9.4 million decrease in related MU3 installation revenues,
which was partially offset by other add-on sales that increased $4.7 million compared to 2018. Non-recurring Post-acute Care
EHR revenues increased by $0.2 million, or 6%, in 2019 as a result of increased bookings due to our ongoing product releases
based on the technological improvements to the AHT product line.
TruBridge revenues increased 9%, or $9.0 million, in 2019 compared to 2018. Our hospital clients operate in an
environment typified by rising costs and increased complexity and are increasingly seeking to alleviate themselves of the ever-
increasing administrative burden of operating their own business office functions. Most notably, an expanded customer base for
our accounts receivable management services resulted in increased revenues of $2.8 million, or 8%. Additionally, revenues
from our insurance services division increased $2.4 million, or 8%, due to continued customer growth for our TruBridge RCM
solution. Continued increasing demand for hosting services resulted in an increase of $1.3 million, or 11%, in our IT
management services revenues. These increases were partially offset by a decrease in our medical coding service revenues of
$0.8 million, or 8%, as operational decisions by a few key customers have decreased their related patient volumes and,
consequently, had a negative impact on our service revenues. Get Real Health contributed $3.4 million to TruBridge revenue
during 2019.
Costs of Sales. Total costs of sales decreased $0.2 million in 2019 compared to 2018. As a percentage of total revenues,
costs of sales were 48% in 2019 compared to 47% in 2018.
41
Costs of Acute Care EHR system sales and support decreased by $1.3 million, or 2%, compared to 2018, primarily due
to a $2.5 million, or 6%, decrease in payroll cost as we have implemented measures to become more efficient with our
resources, combined with a $0.4 million decrease in third party software costs and a $0.5 million decrease in travel costs. These
decreases were offset by a $2.0 million increase in hardware expense resulting from changes in the sales mix. The decrease in
Acute Care EHR costs of sales was not able to offset the decrease in revenue noted above, which resulted in the gross margin
on Acute Care EHR system sales and support decreasing to 52% in 2019 compared to 56% in 2018.
Costs of Post-acute Care EHR system sales and support decreased by $0.9 million, or 14%, in 2019 compared to 2018,
primarily due to reduced software costs of $0.5 million, or 29%. Additional decreases in payroll, travel, and other costs
combined for an additional $0.4 million decrease. The gross margin on Post-acute Care EHR system sales and support
increased to 75% for 2019, compared to 72% for 2018.
Our costs associated with TruBridge increased 4%, or $1.9 million in 2019, due to payroll and other general increases
resulting from a larger customer base. The gross margin on these services increased to 48% in 2019 compared to 45% in 2018.
Get Real Health contributed $1.0 million to TruBridge costs of sales during 2019.
Product Development. Product development expenses consist primarily of compensation and other employee-related
costs (including stock-based compensation) and infrastructure costs incurred, but not capitalized, for new product development
and product enhancements. Product development expenses increased 1%, or $0.5 million, in 2019 compared to 2018. Get Real
Health contributed $1.1 million to product development costs during 2019, which were partially offset by a $0.6 million
decrease in payroll.
Sales and Marketing. Sales and marketing expenses decreased 10%, or $2.9 million, in 2019 compared to 2018,
primarily due to decreased payroll costs of 11%, or $1.3 million, based on decreased headcount. In addition, commission costs
decreased $1.3 million, due to the decrease in Acute Care EHR non-recurring revenues, and other costs decreased $1.0 million
compared to 2018. Get Real Health contributed $0.7 million to sales and marketing costs during 2019.
General and Administrative. General and administrative expenses decreased 7%, or $3.4 million, in 2019 compared to
2018, as we achieved $5.0 million in cost savings from 2019 health benefit changes offered to our employees through our self-
insurance health plans. These costs savings were partially offset by increases in other expense items. Most notably, we saw a
$1.9 million increase in non-recurring transaction-related costs resulting from recent acquisition activity and other strategic
initiatives. Bad debt expense decreased $0.8 million compared to 2018 as we were more successful in our collections efforts.
Get Real Health contributed $0.6 million to general and administrative costs during 2019.
Amortization of Acquisition-Related Intangibles. Amortization expense associated with acquisition-related intangible
assets increased $0.5 million in 2019 compared to 2018 due to the addition of Get Real Health intangible assets acquired on
May 3, 2019, partially offset by the 2018 retirement of Rycan related trademarks acquired in the 2016 HHI acquisition. All
software and services previously provided under the Rycan name now are marketed under TruBridge product names.
Total Operating Expenses. As a percentage of total revenues, total operating expenses decreased to 44% in 2019,
compared to 45% in 2018.
Total Other Income (Expense). Total other income (expense) decreased from expense of $6.8 million during 2018 to
expense of $0.9 million during 2019, primarily due to the $5.0 million gain on contingent consideration recognized during 2019
related to the GRH acquisition. In addition, our reduction in debt and decreasing interest rates reduced our debt interest expense
in 2019 by $0.9 million.
Income Before Taxes. As a result of the foregoing factors, income before taxes increased to $23.7 million in 2019,
compared to $18.1 million in 2018.
Provision for Income Taxes. Our effective income tax rates for 2019 and 2018 were 14% and 3%, respectively. Our
effective tax rate for 2019 was significantly impacted by the non-taxable nature of our recorded gain on contingent
consideration, which served to reduce the year's effective tax rate by 4%. Our effective tax rate for 2018 was significantly
impacted by our implementation of the ASC 730 Safe Harbor Directive, which significantly increased our estimated R&D tax
credits for the 2017 and 2018 tax years.
Net Income. Net income for 2019 increased by $2.8 million to a net income of $20.5 million, or $1.43 per basic and
diluted share, compared with net income of $17.6 million, or $1.26 per basic and diluted share, for 2018. The gain on
contingent consideration included in 2019 resulted in a positive impact to net income of $5.0 million ($0.35 per share).
42
2018 Compared to 2017
To review the results of operations comparison of the year ended December 31, 2018 compared with the year ended December
31, 2017, please refer to our Annual Report on Form 10-K filed on March 18, 2019 with the Securities and Exchange
Commission or follow the link below.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1169445/000116944519000002/cpsi-20181231.htm
Liquidity and Capital Resources
Sources of Liquidity
As of December 31, 2019, our principal sources of liquidity consisted of cash and cash equivalents of $7.4 million and
our remaining borrowing capacity under the revolving credit facility of $30.0 million, compared to $5.7 million of cash and
cash equivalents and $20.3 million of remaining borrowing capacity under our revolving credit facility as of December 31,
2018. In conjunction with our acquisition of HHI in January 2016, we entered into a syndicated credit agreement with Regions
Bank which provided for a $125 million term loan facility and a $50 million revolving credit facility. On February 8, 2018, the
Company entered into a Third Amendment that establishes the aggregate principal amount of the credit facilities of $167
million, which includes a $117 million term loan facility and a $50 million revolving credit facility.
As of December 31, 2019, we had $108.8 million in principal amount of indebtedness outstanding under our credit
facilities. We believe that our cash and cash equivalents of $7.4 million as of December 31, 2019, the future operating cash
flows of the combined entity, and our remaining borrowing capacity under the revolving credit facility of $30.0 million as of
December 31, 2019, taken together, provide adequate resources to fund ongoing cash requirements for the next twelve months.
We cannot provide assurance that our actual cash requirements will not be greater than we expect as of the date of filing of this
Annual Report on Form 10-K. If sources of liquidity are not available or if we cannot generate sufficient cash flow from
operations during the next twelve months, we may be required to obtain additional sources of funds through additional
operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or
otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have
reasonable terms.
Operating Cash Flow Activities
Net cash provided by operating activities increased by $19.7 million, from $23.9 million provided by operations for 2018
to $43.6 million provided by operations for 2019. The increase in cash flows provided from operations was primarily due to
cash-advantageous changes in working capital. Working capital was a net use of cash during 2018 in the amount of $18.9
million, compared to net cash provided during 2019 of $2.2 million. During 2018, rapid revenue growth for TruBridge resulted
in expansion of accounts receivable of approximately $3.9 million and financing receivables increased approximately $9.5
million, as we were still in the early stages of the MU3 opportunity (the sales of which were nearly all under short-term
payment plans). Conversely, modest TruBridge revenue growth in 2019 coupled with collections on past financing receivables
greatly abated the related cash collection timing delays. As a result, these components of working capital, which combined for
$13.4 million of cash collection deferrals during 2018, combined to be $3.7 million cash positive during 2019.
Investing Cash Flow Activities
Net cash used in investing activities increased with $12.5 million used in 2019 compared to $1.0 million used during
2018. We completed our $10.9 million acquisition of Get Real Health during the second quarter of 2019.
Financing Cash Flow Activities
During 2019, our financing activities used net cash of $29.5 million, as we paid a net $23.3 million in long-term debt
principal and declared and paid dividends in the amount of $5.7 million. Financing cash flow activities used $17.7 million
during 2018, primarily due to a net $11.4 million paid in long-term debt principal and $5.6 million cash paid in dividends.
We believe that paying dividends is an effective way of providing an investment return to our stockholders and a
beneficial use of our cash. However, the declaration of dividends by CPSI is subject to compliance with the terms of our credit
agreement and the discretion of our Board of Directors, which may decide to change or terminate the Company's dividend
policy at any time. Our Board of Directors will continue to take into account such matters as general business conditions,
capital needs, our financial results and such other factors as our Board of Directors may deem relevant.
43
Credit Agreement
As of December 31, 2019, we had $88.8 million in principal amount outstanding under our term loan facility and $20.0
million in principal amount outstanding under our revolving credit facility. Each of our credit facilities continues to bear interest
at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted LIBOR rate for the relevant interest
period, (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 LIBOR rate plus one
percent per annum, or (3) a combination of (1) and (2). The applicable margin range for LIBOR loans and the letter of credit fee
ranges from 2.0% to 3.5%. The applicable margin range for base rate loans ranges from 1.0% to 2.5%, in each case based on
the Company's consolidated leverage ratio.
Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning December
31, 2017, with quarterly principal payments of approximately $1.5 million through September 30, 2019, approximately $2.2
million through September 30, 2021 and approximately $2.9 million through September 30. 2022, with maturity on October 13,
2022 or such earlier date as the obligations under our credit agreement become due and payable pursuant to the terms of our
credit agreement. Any principal outstanding under our revolving credit facility is due and payable on the amended maturity
date.
Our credit facilities are secured pursuant to a Pledge and Security Agreement, dated January 8, 2016, among the parties
identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of
the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as
guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and the capital stock of
certain of the Company’s direct and indirect subsidiaries. Our obligations under our credit agreement are also guaranteed by the
Subsidiary Guarantors.
The credit agreement, as amended by the Third Amendment, provides incremental facility capacity of $50 million, subject
to certain conditions. The credit agreement includes a number of restrictive covenants that, among other things and in each case
subject to certain exceptions and baskets, impose operating and financial restrictions on the Company and the Subsidiary
Guarantors, including the ability to incur additional debt; incur liens and encumbrances; make certain restricted payments,
including paying dividends on the Company's equity securities or payments to redeem, repurchase or retire the Company's
equity securities (which are subject to our compliance, on a pro forma basis to give effect to the restricted payment, with the
fixed charge coverage ratio and consolidated leverage ratio described below); enter into certain restrictive agreements; make
investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback
transactions; engage in transactions with affiliates; and materially alter the business we conduct. The credit agreement requires
the Company to maintain a minimum fixed charge coverage ratio of 1.25:1.00 throughout the duration of such agreement.
Under the credit agreement, the Company is currently required to comply with a maximum consolidated leverage ratio of
3.50:1.00. The credit agreement also contains customary representations and warranties, affirmative covenants and events of
default. We believe that we were in compliance with the covenants contained in the credit agreement as of December 31, 2019.
The credit agreement currently requires the Company to mandatorily prepay our credit facilities with 50% of excess cash
flow (minus certain specified other payments). This mandatory prepayment requirement is applicable only if the Company’s
consolidated leverage ratio exceeds 2.50:1.00. The Company is permitted to voluntarily prepay the credit facilities at any time
without penalty, subject to customary “breakage” costs with respect to prepayments of LIBOR rate loans made on a day other
than the last day of any applicable interest period. The excess cash flow mandatory prepayment requirement under the credit
agreement resulted in a $7.3 million prepayment on term loan facility during the first quarter of 2018 related to excess cash
flow generated by the Company during 2017. This mandatory prepayment was funded by drawing down on our revolving credit
facility, as excess cash flow generated by the Company during 2017 was primarily used to voluntarily prepay amounts due
under our revolving credit Facility. During 2019, this mandatory prepayment requirement resulted in a $7.0 million prepayment
on the term loan facility during the first quarter of 2019 related to excess cash flow generated by the Company during 2018.
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, 2019 and 2018, respectively:
44
(In thousands)
System sales and support (1)
2019
2018
Acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
47,217 $
Post-acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total system sales and support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TruBridge (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total bookings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,089
52,306
27,209
79,515 $
58,924
3,840
62,764
25,244
88,008
(1) Generally calculated as the total contract price (for system sales) including annualized contract value (for support) for
perpetual license system sales and total contract price for SaaS sales.
(2) Generally calculated as the total contract price (for non-recurring, project-related amounts) and annualized contract value
(for recurring amounts).
Acute Care EHR bookings in 2019 decreased by $11.7 million, or 20%, compared to 2018, as net new installation
bookings during the first half of 2019 were severely impacted by a lack of urgency on the part of prospective customers,
resulting in a low volume of decisions related to new system implementations. This lack of urgency has largely been the result
of the Meaningful Use era reaching the end of its life cycle, resulting in less demand stemming from new regulatory
requirements and general fatigue in our markets towards additional investment in EHR technology.
Post-acute Care EHR bookings in 2019 increased by $1.2 million, or 33%, compared to 2018, as beneficial regulatory
factors have worked in tandem with our recent efforts to improve the related product functionality and usability to drive
improved demand in both the net new and add-on sales environments.
TruBridge bookings in 2019 increased by $2.0 million, or 8%, compared to 2018, mostly due to our efforts to expand our
TruBridge footprint outside of our traditional EHR customer base and the addition of Get Real Health solutions to the product
mix.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements, as defined by Item 303(a)(4) of SEC Regulation S-K, as of December 31,
2019.
Contractual Obligations
As of December 31, 2019, our material obligations requiring payments in the future are set forth below to reflect (i) our
real estate lease obligations, and (ii) the Company’s debt obligations under our credit facilities in connection with the
Company’s acquisition of HHI and its wholly-owned subsidiaries, and related interest payments as follows:
Payment due by period
(In thousands)
Operating lease obligations . . . . . . . . . . . . . . . . . . . . . . $
Debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108,823
Interest on debt obligations . . . . . . . . . . . . . . . . . . . . . .
10,947
Total
Less than
1 year
9,224
$
1-3 Years
2,954
$
3-5 Years
2,344
$
100,048
6,640
—
—
More than
5 Years
$
2,382
—
—
1,544
8,775
4,307
Total contractual obligations . . . . . . . . . . . . . . . . . . . . $ 128,994
$
14,626
$ 109,642
$
2,344
$
2,382
Interest on debt obligations for floating rate instruments, as calculated above, assumes rates in effect at December 31,
2019 remain constant.
Critical Accounting Policies
General. Our discussion and analysis of our financial condition and results of operations are based on our financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of
America. We are required to make some estimates and judgments that affect the preparation of these financial statements. We
base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, but actual results may differ from these estimates under different assumptions or conditions.
45
Revenue Recognition. Revenue is recognized upon transfer of control of promised products or services to clients in an
amount that reflects the consideration we expect to receive in exchange for those products and services. We enter into contracts
that can include various combinations of products and services, which are generally distinct and accounted for as separate
performance obligations. The Company employs the 5-step revenue recognition model under ASC 606 to: (1) identify the
contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate
the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a
performance obligation.
Revenue is recognized net of shipping charges and any taxes collected from clients, which are subsequently remitted to
governmental authorities.
System Sales and Support
The Company enters into contractual obligations to sell perpetual software licenses, installation, conversion and
related training services, hardware and software application support, and hardware maintenance services to acute care
and post-acute care community hospitals.
•
Non-recurring Revenues
•
•
Perpetual software licenses and installation, conversion, and related training services are not considered
separate and distinct performance obligations due to the proprietary nature of our software and are,
therefore, accounted for as a single performance obligation on a module-by-module basis. Revenue is
recognized as each module's implementation is completed based on the module's stand-alone selling price
("SSP"), net of discounts. Fees for licenses and installation, conversion, and related training services are
typically due in three installments: (1) at placement of order, (2) upon installation of software and
commencement of training, and (3) upon satisfactory completion of monthly accounting cycle or end-of-
month operation by application and as applicable for each application. Often, short-term and/or long-term
financing arrangements are provided for software implementations; refer to Note 10 - Financing
Receivables for further information. Electronic health records ("EHR") implementations include a system
warranty that terminates thirty days from the software go-live date, the date which the client begins using
the system in a live environment.
Hardware revenue is recognized on a gross basis separately from software licenses at the point in time it
is delivered to the client. The SSP of hardware is cost plus a reasonable margin. Payment is generally due
upon delivery of the hardware to the client. Standard manufacturer warranties apply to hardware.
•
Recurring Revenues
Software application support and hardware maintenance services sold with software licenses and
hardware are separate and distinct performance obligations. Revenue for support and maintenance
services is recognized based on SSP, which is the renewal price, ratably over the life of the contract,
which is generally three to five years. Payment is due monthly for support services provided.
Subscriptions to third party content revenue is recognized on a gross basis as a separate performance
obligation ratably over the subscription term based on SSP, which is cost plus a reasonable margin.
Payment is due monthly for subscriptions to third party content.
Software as a Service ("SaaS") arrangements for EHR software and related conversion and training
services are considered a single performance obligation. Revenue is recognized on a monthly basis as the
SaaS service is provided to the client over the contract term. Payment is due monthly for SaaS services
provided.
•
•
•
TruBridge
TruBridge provides an array of business processing services ("BPS") consisting of accounts receivable
management, private pay services, insurance services, medical coding, electronic billing, statement processing, payroll
processing, and contract management. Fees are recognized over the period of the client contractual relationship as the
services are performed based on the SSP, net of discounts. Fees for many of these services are invoiced, and revenue
recognized accordingly, based on the volume of transactions or a percentage of client accounts receivable collections.
Payment is due monthly for BPS with certain amounts varying based on utilization and/or volumes.
46
TruBridge also provides professional IT services. Revenue from professional IT services is recognized as the
services are performed based on SSP. Payment is due monthly as services are performed.
Our contracts with clients often include promises to transfer multiple products and services. Determining
whether products and services are considered distinct performance obligations that should be accounted for separately
versus together may require significant judgment.
Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for
items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently narrow range.
For performance obligations that are sold to different clients for a broad range of amounts, or for performance
obligations that are never sold on a stand-alone basis, the residual method in determining SSP is applied and requires
significant judgment.
Allocating the transaction price, including estimating SSP of promised goods and services for contracts with
discounts or variable consideration, may require significant judgment. Due to the short time frame of the
implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the same
reporting period. In scenarios where the Company enters into a contract that includes both a software license and BPS
or other services that are charged based on volume of services rendered, the Company allocates variable amounts
entirely to a distinct good or service. The terms of the variable payment relate specifically to the entity’s efforts to
satisfy that performance obligation.
Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable,
actual results could differ and we may be exposed to increases or decreases in revenue that could be material.
Allowance for Doubtful Accounts. Trade accounts receivable are stated at the amount the Company expects to collect and
do not bear interest. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such
as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in
customer payment patterns, resulting in the establishment of general reserves. Additionally, if it is determined that a customer
will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material event impacting
its business, a specific allowance for doubtful accounts may be recorded to reduce the related receivable to the amount expected
to be recovered.
Although we believe that our approach to estimates and judgments regarding our allowance for doubtful accounts is
reasonable, actual results could differ and we may be exposed to increases or decreases in required allowances that could be
material.
Allowance for Credit Losses. The Company has sold information and patient care systems to certain healthcare providers
under short-term payment plans and sales-type leases. The Company establishes an allowance for credit losses for these
financing receivables based on the historical level of customer defaults under such financing arrangements. Additionally, if it is
determined that a customer will be unable to meet its financial obligation, such as in the case of a bankruptcy filing or other
material event impacting its business, a specific allowances may be recorded to reduce the related receivable to the amount
expected to be recovered. Reference is made to Note 10 to the financial statements for further information about our financing
receivables.
Although we believe that that our approach to estimates and judgments regarding our allowance for credit losses is
reasonable, actual results could differ and we may be exposed to increases or decreases in required allowances that could be
material.
Estimates. The Company uses estimates to record certain transactions and liabilities. These estimates are generally based
on management’s best judgment, past experience, and utilization of third party services such as actuarial and other expert
services. Because these estimates are subjective and variable, actual results could differ significantly from these estimates.
Significant estimates included in our financial statements include those for self-insurance reserves under our health insurance
plan, reserves for uncertain tax positions, bad debt and credit allowances, legal liability exposure or lack thereof, and accrued
expenses.
Business combinations, including purchased intangible assets. The Company accounts for business combinations at fair
value. Acquisition costs are expensed as incurred and recorded in general and administrative expenses. Measurement period
adjustments relate to adjustments to the fair value of assets acquired and liabilities assumed based on information that we
should have known at the time of acquisition. All changes to purchase accounting that do not qualify as measurement period
adjustments are included in current period earnings.
47
The fair value amount assigned to an intangible asset is based on an exit price from a market participant’s viewpoint, and
utilizes data such as discounted cash flow analysis and replacement cost models. We review acquired intangible assets for
impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be
recoverable.
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair
value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment
annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may
exist. We test annually for impairment as of October 1.
As part of our annual goodwill impairment test, we first assess qualitative factors to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that
the fair value of a reporting unit is less than its carrying amount, we conduct a quantitative goodwill impairment assessment.
The first step of the quantitative goodwill impairment test compares the fair value of the reporting unit with its carrying amount,
including goodwill. The Company early adopted ASU 2017-04 on January 1, 2017, which eliminates the second step of the
goodwill impairment analysis. Therefore, if the carrying amount of the reporting unit exceeds its fair value in the first step of
the goodwill impairment test, an impairment charge is recognized for the amount by which the carrying amount exceeds the
total amount of goodwill allocated to that reporting unit. If the fair value of the reporting unit exceeds its carrying amount, the
goodwill of the reporting unit is not considered to be impaired.
Critical estimates in valuing certain intangible assets and the fair value of the reporting unit during goodwill impairment
tests include, but are not limited to, identifying reporting units, historical and projected customer retention rates, anticipated
growth in revenue from the acquired customers, expected future cash outflows, the allocation of those cash flows to identifiable
intangible assets, estimated useful lives of these intangible assets, and a probability-weighted income approach based on
scenarios in estimating achievement of operating results.
Significant judgments in testing goodwill for impairment also include assigning assets and liabilities to the reporting unit
and determining the fair value of each reporting unit based on management’s best estimates and assumptions, as well as other
information compiled by management, including valuations that utilize customary valuation procedures and techniques.
Management’s best estimates and assumptions are employed in determining the appropriateness of these assumptions as of
the acquisition date and for each subsequent period.
Future business and economic conditions, as well as differences actually related to any of the assumptions, could
materially affect the financial statements through impairment of goodwill or intangible assets, and acceleration of the
amortization period of the purchased intangible assets, which are finite-lived assets.
Quantitative and Qualitative Disclosures about Market and Interest Rate Risk
Our exposure to market risk relates primarily to the potential change in the British Bankers Association London Interbank
Offered Rate ("LIBOR"). We had $108.8 million of outstanding borrowings under our credit facilities with Regions Bank at
December 31, 2019. The term loan facility and revolving credit facility bear interest at a rate per annum equal to an applicable
margin plus (1) the Adjusted LIBOR rate for the relevant interest period, (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 LIBOR rate plus one percent per annum, or (3) a combination of (1) and (2).
Accordingly, we are exposed to fluctuations in interest rates on borrowings under our credit facilities. A one hundred basis
point change in interest rate on our borrowings outstanding as of December 31, 2019 would result in a change in interest
expense of approximately $1.1 million annually.
We did not have investments as of December 31, 2019. We do not utilize derivative financial instruments to manage our
interest rate risks.
Recent Accounting Pronouncements
Reference is made to Note 2 to the consolidated financial statements for a discussion of accounting pronouncements that
have been recently issued which we have not yet adopted.
48
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is contained in Item 7 herein under the heading "Quantitative and Qualitative
Disclosures about Market and Interest Rate Risk."
49
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Grant Thornton LLP, Independent Registered Public Accounting Firm, on Internal Control
Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Grant Thornton LLP, Independent Registered Public Accounting Firm, on Consolidated
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets — December 31, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations — Years ended December 31, 2019, 2018 and 2017 . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity — Years ended December 31, 2019, 2018 and 2017 . .
Consolidated Statements of Cash Flows — Years ended December 31, 2019, 2018 and 2017 . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other schedules to the financial statements required by Article 9 of Regulation S-X are not
applicable and therefore have been omitted.
Page
51
52
53
54
55
56
57
59
82
50
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934. Computer Programs and Systems, Inc.’s ("CPSI") internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. CPSI’s
internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of CPSI;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of CPSI are being
made only in accordance with authorizations of management and directors of CPSI; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of CPSI’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of CPSI’s internal control over financial reporting as of December 31, 2019. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on our assessment and those criteria, management believes that CPSI maintained effective control over financial
reporting as of December 31, 2019.
We excluded iNetXperts, Corp. d/b/a Get Real Health, which was included in our consolidated financial statements, from
our assessment of internal control over financial reporting as of December 31, 2019 because it was acquired by the Company in
a purchase business combination on May 3, 2019. The assets of Get Real Health excluded from our assessment represented
approximately 6% of the Company's total assets as of December 31, 2019 and approximately 1% of the Company's
consolidated total revenues for the year ended December 31, 2019.
The independent registered public accounting firm, Grant Thornton LLP, has audited the consolidated financial
statements of the Company as of and for the year ended December 31, 2019, and has also issued its report on the effectiveness
of the Company’s internal control over financial reporting included in this report on page 52.
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Board of Directors and Stockholders
Computer Programs and Systems, Inc.:
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Computer Programs and Systems, Inc. (a Delaware corporation)
and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in the 2013 Internal Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2019, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2019, and our
report dated March 11, 2020 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over
financial reporting of Get Real Health (GRH) whose financial statements reflect total assets and revenues of 4.9% and 1.2%,
respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019. As
indicated in Management’s Report, GRH was acquired during 2019. Management’s assertion on the effectiveness of the
Company’s internal control over financial reporting excluded internal control over financial reporting of GRH.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Atlanta, Georgia
March 11, 2020
52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL
STATEMENTS
Board of Directors and Stockholders
Computer Programs and Systems, Inc.:
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Computer Programs and Systems, Inc. (a Delaware
corporation) and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of
operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2019, and the related notes and financial statement schedule (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of
America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in
the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”), and our report dated March 11, 2020 expressed an unqualified opinion.
Change in accounting principle
As discussed in Notes 2 and 14 to the financial statements, the Company has changed its method of accounting for leases in
2019 due to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842).
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2004.
Atlanta, Georgia
March 11, 2020
53
COMPUTER PROGRAMS AND SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
December 31,
2019
December 31,
2018
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts receivable, net of allowance for doubtful accounts of $2,078 and $2,124,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing receivables, current portion, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing receivables, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities
Stockholders’ equity:
Common stock, $0.001 par value per share; 30,000 shares authorized; 14,356 and
14,083 shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings (accumulated deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
The accompanying notes are an integral part of these consolidated financial statements.
7,357
$
5,732
38,819
12,032
1,426
1,337
5,861
66,832
11,593
7,800
18,267
1,771
83,110
150,216
339,589
8,804
8,430
8,628
4,301
11,767
41,930
99,433
6,256
7,623
155,242
14
174,618
9,715
184,347
339,589
$
$
$
40,474
15,059
1,498
2,120
5,055
69,938
10,875
—
19,263
995
86,226
140,449
327,746
5,668
6,486
10,201
3,929
12,219
38,503
124,583
—
4,877
167,963
14
164,793
(5,024)
159,783
327,746
54
COMPUTER PROGRAMS AND SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Year ended December 31,
2018
2017
2019
Sales revenues:
System sales and support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
TruBridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total sales revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of sales (exclusive of amortization shown separately below):
$
165,352
109,282
274,634
$
180,164
100,247
280,411
System sales and support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TruBridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total costs of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses:
Product development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition-related intangibles . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income (loss) per share - basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income (loss) per share - diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average shares outstanding used in per common share
computations:
73,872
56,617
130,489
144,145
36,861
27,774
43,921
11,006
—
119,562
24,583
807
5,000
—
(6,694)
(887)
23,696
3,228
20,468
1.43
1.43
$
$
$
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,778
13,778
The accompanying notes are an integral part of these consolidated financial statements.
75,984
54,699
130,683
149,728
36,371
30,713
47,275
10,487
—
124,846
24,882
803
—
—
(7,577)
(6,774)
18,108
476
17,632
1.26
1.26
13,561
13,568
$
$
$
188,261
88,666
276,927
80,018
49,636
129,654
147,273
33,737
33,021
46,923
10,406
28,000
152,087
(4,814)
407
—
(1,340)
(7,736)
(8,669)
(13,483)
3,933
(17,416)
(1.27)
(1.27)
13,419
13,419
55
COMPUTER PROGRAMS AND SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
Common
Shares
Common
Stock
Balance at December 31, 2016 . . . . . . . . . . . . .
13,533
$
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued upon exercise of stock
options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of restricted stock . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1
226
—
—
Balance at December 31, 2017 . . . . . . . . . . . . .
13,760
$
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adoption of accounting standards (Note 2) . . .
Issuance of restricted stock . . . . . . . . . . . . . . . .
Forfeiture of restricted stock . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
326
(3)
—
—
Balance at December 31, 2018 . . . . . . . . . . . . .
14,083
$
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued upon exercise of stock
options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of restricted stock . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . .
—
1
272
—
—
14,356
$
Additional
Paid-in
Capital
Retained
Earnings
(Accumulated
Deficit)
Total
Stockholders’
Equity
$
147,911
$
10,046
$
157,970
—
1
—
7,166
—
(17,416)
(17,416)
—
—
—
1
1
7,166
(11,636)
(11,636)
$
155,078
$
(19,006) $
136,086
—
—
—
—
9,715
—
17,632
1,970
—
—
—
(5,620)
17,632
1,970
—
—
9,715
(5,620)
$
164,793
$
(5,024) $
159,783
—
3
—
9,822
—
174,618
$
$
20,468
20,468
—
—
—
(5,729)
9,715
$
3
—
9,822
(5,729)
184,347
13
—
—
1
—
—
14
—
—
—
—
—
—
14
—
—
—
—
14
The accompanying notes are an integral part of these consolidated financial statements.
56
COMPUTER PROGRAMS AND SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Operating Activities
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to net income (loss):
Provision for bad debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition-related intangibles . . . . . . . . . . . . . . . . . . .
Amortization of deferred finance costs . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities (net of acquired assets and
liabilities):
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid income taxes/income taxes payable . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing Activities
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of business, net of cash received . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing Activities
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of long-term debt principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from revolving line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of revolving line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Continued on following page.
Year ended December 31,
2018
2017
2019
20,468
$
17,632
$
(17,416)
2,348
1,011
9,822
1,407
11,006
345
(5,000)
—
—
641
3,053
72
(1,475)
2,542
(2,003)
(1,418)
782
43,601
(1,760)
(10,733)
(12,493)
(5,729)
(13,609)
11,000
(20,693)
(250)
(206)
3
(29,484)
1,624
5,732
7,356
$
3,176
(364)
9,715
1,795
10,487
345
—
—
—
(3,898)
(9,473)
(81)
549
(1,952)
264
(1,336)
(2,930)
23,929
(978)
—
(978)
(5,620)
(13,105)
7,300
(5,590)
(315)
(409)
—
(17,739)
5,212
520
5,732
$
3,421
1,421
7,166
2,473
10,406
645
—
28,000
1,340
(7,847)
(17,308)
280
(30)
779
2,867
6,069
1,377
23,643
(726)
—
(726)
(11,636)
(6,338)
777
(6,500)
(296)
(625)
1
(24,617)
(1,700)
2,220
520
57
COMPUTER PROGRAMS AND SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(In thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash paid for income taxes, net of refund . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Supplemental disclosure of non-cash flow information:
Write-off of fully depreciated assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year ended December 31,
2018
2017
2019
6,342
3,193
$
$
7,138
3,771
— $
8,244
$
$
$
6,953
1,134
6,049
The accompanying notes are an integral part of these consolidated financial statements.
58
COMPUTER PROGRAMS AND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
1.
NATURE OF OPERATIONS
Computer Programs and Systems, Inc. ("CPSI" or the "Company") is a healthcare information technology solutions
provider which was formed and commenced operations in 1979. The Company provides, on an integrated basis, enterprise-
wide clinical management, access management, patient financial management, health information management, strategic
decision support, resource planning management and enterprise application integration solutions to healthcare
organizations throughout the United States. Additionally, CPSI provides other information technology solutions, including
business management services, remote hosting, networking technologies and other related services.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements of CPSI include the accounts of TruBridge, LLC ("TruBridge"), Evident, LLC
("Evident"), iNetXperts, Corp. d/b/a Get Real Health ("Get Real Health"), and Healthland Holding Inc. ("HHI"), all of
which are wholly-owned subsidiaries of CPSI. The accounts of HHI include those of its wholly-owned subsidiaries,
Healthland Inc. ("Healthland"), Rycan Technologies, Inc. ("Rycan"), and American HealthTech, Inc. ("AHT"). All
significant intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents can include time deposits and certificates of deposit with original maturities of three months or
less that are highly liquid and readily convertible to a known amount of cash. These assets are stated at cost, which
approximates market value, due to their short duration or liquid nature.
Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company
establishes a general allowance for doubtful accounts based on collections history. In the case of a bankruptcy filing or
other similar event indicating the collectability of specific customer accounts is no longer probable, a specific allowance for
doubtful accounts may be recorded to reduce the related receivable to the amount expected to be recovered.
Financing Receivables
Financing receivables are comprised of short-term payment plans and sales-type leases. Short-term payment plans are
stated at the amount the Company expects to collect and do not bear interest. Sales-type leases are initially recorded at the
present value of the related minimum lease payments, computed at the interest rate implicit in the lease, and are presented
net of unearned income. Unearned income is amortized over the lease term to produce a constant periodic rate of return on
the net investment in the lease (the interest method).
An allowance for credit losses has been established for our financing receivables based on the historical level of customer
defaults under such arrangements. In the case of a bankruptcy filing or other similar event indicating the collectability of
specific customer accounts is no longer probable, a specific reserve may be recorded to reduce the related receivable to the
amount expected to be recovered. Customer payments are considered past due if a scheduled payment is not received
within contractually agreed upon terms, with amounts reclassified to accounts receivable when they become due. As a
result, we evaluate the credit quality of our financing receivables on an ongoing basis utilizing an aging of receivables and
write-offs, customer collection experience, the customer’s financial condition and known risk characteristics impacting the
respective customer base, as well as existing economic conditions, to determine if any further allowance is necessary.
Amounts are specifically charged off once all available means of collection have been exhausted.
Inventories
Inventories are stated at lower of cost or net realizable value using the average cost method. The Company’s inventories are
comprised of computer equipment, forms and supplies.
59
Property and Equipment
Property and equipment is recorded at cost, less accumulated depreciation. Additions and improvements to property and
equipment that materially increase productive capacity or extend the life of an asset are capitalized. Maintenance, repairs
and minor renewals are expensed as incurred. Upon retirement or other disposition of such assets, the related costs and
accumulated depreciation are removed from the respective accounts and any resulting gain or loss is included in the results
of operations.
Depreciation expense is computed using the straight-line method over the asset’s useful life, which is generally 5 years for
computer equipment, furniture, and fixtures and 30 years for buildings. Leasehold improvements are depreciated over the
shorter of the asset’s useful life or the remaining lease term. The Company reviews for the possible impairment of long-
lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Depreciation expense is reported in the consolidated statements of operations as a component of costs of sales
and operating expenses.
Business Combinations
We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair
value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses;
restructuring costs associated with a business combination are expenses; contingent consideration is measured at fair value
at the acquisition date, with changes in fair value after the acquisition date affecting earnings; changes in deferred tax asset
valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is
determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net
assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future
cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining
the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets
acquired and liabilities assumed, are based on management's estimates and assumptions, including valuations that utilize
customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these
estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets
and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the
acquired businesses' operations are included in the Consolidated Statements of Operations of the combined entity
beginning on the date of the acquisition. We have applied this acquisition method to the transactions described in Note 3 -
Business Combination.
Goodwill
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair
value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for
impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that
impairment may exist. We test annually for impairment as of October 1.
As part of our annual goodwill impairment test, we first assess qualitative factors to determine whether it is more likely
than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not
that the fair value of a reporting unit is less than its carrying amount, we conduct a quantitative goodwill impairment
assessment. The first step of the quantitative goodwill impairment test compares the fair value of the reporting unit with its
carrying amount, including goodwill. The Company early adopted Accounting Standards Update 2017-04 on January 1,
2017, which eliminates the second step of the goodwill impairment analysis. Therefore, if the carrying amount of the
reporting unit exceeds its fair value in the first step of the goodwill impairment test, an impairment charge is recognized for
the amount by which the carrying amount exceeds the total amount of goodwill allocated to that reporting unit. If the fair
value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered to be impaired.
We did not identify any events or circumstances that would require interim goodwill impairment testing prior to October 1,
2017. Based on our assessment as of October 1, 2017, we determined that there was no impairment of goodwill for our
Acute Care EHR and TruBridge reporting units. We also determined as of October 1, 2017, that it was more likely than not
that we did not have an impairment of our Post-acute Care EHR reporting unit. During the fourth quarter of 2017, the
cumulation of events, including anticipated attrition of significant post-acute customer accounts and a product development
acceleration plan for our post-acute EHR software, triggered management to re-assess future discounted cash flow
projections incorporated in the October 1, 2017 annual assessment to include updated assumptions for the aforementioned
fourth quarter events impacting the Post-acute Care EHR reporting unit. The result of our fair value assessment, which
60
applied a combination of the income and market valuation approach, measured the reporting unit's fair value less than the
reporting unit's carrying value. A goodwill impairment of $28.0 million was recorded against our Post-acute Care EHR
reporting unit for the year ended December 31, 2017. We determined there was no impairment to goodwill for the years
ended December 31, 2018 and 2019.
Purchased Intangible Assets
Purchased intangible assets are acquired in connection with a business acquisition, and are amortized over their estimated
useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased
intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the
straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful
lives and there is no degradation of the cash flows over time.
We assess the recoverability of intangible assets whenever events or changes in circumstances indicate that the carrying
amount of the asset may not be recoverable. The carrying amount is not recoverable if it exceeds the undiscounted sum of
cash flows expected to result from the use and eventual disposition of the asset. If the asset is not recoverable, the
impairment loss is measured by the excess of the asset's carrying amount over its fair value.
During the fourth quarter of 2017, the cumulation of events, including anticipated attrition of significant post-acute
customer accounts and a product development acceleration investment plan in our Post-acute Care EHR software, triggered
management to assess the recoverability of purchased intangible assets related to our Post-acute Care EHR asset group. We
determined there was no impairment to purchased intangible assets as of December 31, 2019, 2018 or 2017.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to clients in an amount that reflects the
consideration we expect to receive in exchange for those products and services. We enter into contracts that can include
various combinations of products and services, which are generally distinct and accounted for as separate performance
obligations. The Company employs the 5-step revenue recognition model under ASC 606 to: (1) identify the contract with
the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the
transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a
performance obligation.
Revenue is recognized net of shipping charges and any taxes collected from clients, which are subsequently remitted to
governmental authorities.
•
System Sales and Support
The Company enters into contractual obligations to sell perpetual software licenses, installation, conversion, and
related training services, hardware and software application support, and hardware maintenance services to acute
care and post-acute care community hospitals.
•
Non-recurring Revenues
•
Perpetual software licenses and installation, conversion, and related training services are not
considered separate and distinct performance obligations due to the proprietary nature of our software
and are, therefore, accounted for as a single performance obligation on a module-by-module basis.
Revenue is recognized as each module's implementation is completed based on the module's stand-
alone selling price ("SSP"), net of discounts. Fees for licenses and installation, conversion, and related
training services are typically due in three installments: (1) at placement of order, (2) upon installation
of software and commencement of training, and (3) upon satisfactory completion of monthly
accounting cycle or end-of-month operation by application and as applicable for each application.
Often, short-term and/or long-term financing arrangements are provided for software implementations;
refer to Note 10 - Financing Receivables for further information. Electronic health records ("EHR")
implementations include a system warranty that terminates thirty days from the software go-live date,
the date which the client begins using the system in a live environment.
•
Hardware revenue is recognized separately from software licenses at the point in time it is delivered to
the client. The SSP of hardware is cost plus a reasonable margin and revenue is recognized on a gross
61
basis. Payment is generally due upon delivery of the hardware to the client. Standard manufacturer
warranties apply to hardware.
•
Recurring Revenues
•
•
•
Software application support and hardware maintenance services sold with software licenses and
hardware are separate and distinct performance obligations. Revenue for support and maintenance
services is recognized based on SSP, which is the renewal price, ratably over the life of the contract,
which is generally three to five years. Payment is due monthly for support services provided.
Subscriptions to third-party content revenue is recognized as a separate performance obligation ratably
over the subscription term based on SSP, which is cost plus a reasonable margin, and revenue is
recognized on a gross basis. Payment is due monthly for subscriptions to third party content.
Software as a Service ("SaaS") arrangements for EHR software and related conversion and training
services are considered a single performance obligation. Revenue is recognized on a monthly basis as
the SaaS service is provided to the client over the contract term. Payment is due monthly for SaaS
services provided.
Refer to Note 17 for further information, including revenue by client base (acute care or post-acute
care) bifurcated by recurring and non-recurring revenue.
•
TruBridge
TruBridge provides an array of business processing services ("BPS") consisting of accounts receivable
management, private pay services, insurance services, medical coding, electronic billing, statement processing,
payroll processing, and contract management. Fees are recognized over the period of the client contractual
relationship as the services are performed based on the SSP, net of discounts. Fees for many of these services
are invoiced, and revenue recognized accordingly, based on the volume of transactions or a percentage of client
accounts receivable collections. Payment is due monthly for BPS with certain amounts varying based on
utilization and/or volumes.
TruBridge also provides professional IT services. Revenue from professional IT services is recognized as the
services are performed based on SSP. Payment is due monthly as services are performed.
•
Deferred Revenue
Deferred revenue represents amounts invoiced to clients for which the services under contract have not been
completed and revenue has not been recognized, including annual renewals of certain software subscriptions
and customer deposits for implementations to be performed at a later date. Revenue is recognized ratably over
the life of the software subscriptions as services are provided and at the point-in-time when implementations
have been completed.
The following table details deferred revenue for the years ended December 31, 2019 and 2018, included in the
consolidated balance sheets:
For years ended December 31,
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred revenue recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less deferred revenue recognized as revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
10,201
$
20,507
430
(22,510)
8,6288
6
$
9,937
19,818
—
(19,554)
10,201
The deferred revenue recorded for years ended December 31, 2019 and 2018 is comprised primarily of the
annual renewals of certain software subscriptions billed during during the first quarter of each year and
deposits collected for future EHR installations. The deferred revenue acquired resulted from the May 2019
acquisition of Get Real Health. The deferred revenue recognized as revenue during the years ended December
62
31, 2019 and 2018 is comprised primarily of the periodic recognition of annual renewals that were deferred
until earned and deposits for future EHR installations that were deferred until earned.
•
Costs to Obtain and Fulfill a Contract with a Customer
Costs to obtain a contract include the commission costs related to SaaS arrangements, which are capitalized
and amortized ratably over the expected life of the customer. As a practical expedient, we generally recognize
the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the
asset would have been one year or less, with the exception of commissions generated from TruBridge sales.
TruBridge commissions, which are paid up to twelve months in advance, are capitalized and amortized over
the prepayment period. Costs to obtain a contract are expensed within sales and marketing expenses in the
accompanying consolidated statements of operations.
Contract fulfillment costs related to the implementation of SaaS arrangements are capitalized and amortized
ratably over the expected life of the customer. Costs to fulfill contracts consist of the payroll costs for the
implementation of SaaS arrangements, including time for training, conversion, and installation that is
necessary for the software to be utilized. Contract fulfillment costs are expensed within the caption "System
sales and support - Cost of sales" in the accompanying consolidated statements of operations.
Costs to obtain and fulfill contracts related to SaaS arrangements are included within the "Prepaid expenses
and other" and "Other assets, net of current portion" line items on our consolidated balance sheets.
The following table details costs to obtain and fulfill contracts with customers for the years ended December
31, 2019 and 2018, included in the consolidated balance sheets:
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs to obtain and fulfill contracts capitalized . . . . . . . . . . . . . . . . . . . . . . . . . .
Less costs to obtain and fulfill contracts recognized as expense . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
3,017 $
6,246
(4,824)
4,439 $
3,775
3,345
(4,103)
3,017
For years ended December 31,
•
Significant Judgments
Our contracts with clients often include promises to transfer multiple products and services. Determining
whether products and services are considered distinct performance obligations that should be accounted for
separately versus together may require significant judgment.
Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for
items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently
narrow range. For performance obligations that are sold to different clients for a broad range of amounts, or
for performance obligations that are never sold on a stand-alone basis, the residual method in determining
SSP is applied and requires significant judgment.
Allocating the transaction price, including estimating SSP of promised goods and services for contracts with
discounts or variable consideration, may require significant judgment. Due to the short time frame of the
implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the
same reporting period. In scenarios where the Company enters into a contract that includes both a software
license and BPS or other services that are charged based on volume of services rendered, the Company
allocates variable amounts entirely to a distinct good or service. The terms of the variable payment relate
specifically to the entity’s efforts to satisfy that performance obligation.
Significant judgment is required in determining the expected life of a customer, which is the amortization
period for costs to obtain and fulfill a contract that have been capitalized. The Company determined that the
expected life of the customer is not materially different from the initial contract term based on the
characteristics of the SaaS offering.
•
Remaining Performance Obligations
Disclosures regarding remaining performance obligations are not considered material as the overwhelming
majority of the Company's remaining performance obligations either (a) are related to contracts with an
63
expected duration of one year or less, or (b) exhibit revenue recognition in the amount to which the
Company has the right to invoice.
Stock-Based Compensation
The Company accounts for stock-based compensation according to the provisions of FASB Codification topic,
Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee
services. Accordingly, stock-based compensation cost is measured at the grant date based on the fair value of the award,
and is recognized as an expense over the employee’s or non-employee director’s requisite service period.
Product Development Costs
Product development costs are expensed as incurred. Product development costs totaled approximately $36.9 million,
$36.4 million, and $33.7 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Income Taxes
We account for income taxes in accordance with FASB Codification topic, Income Taxes. Under this topic, deferred
income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax
consequences associated with differences between financial accounting and tax bases of assets and liabilities. The effect on
the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. We recognize interest and penalties accrued related to unrecognized tax benefits in the consolidated
statements of operations as a component of the provision for income taxes.
We also make a provision for uncertain income tax positions in accordance with the Income Taxes Codification topic.
These provisions require that a tax position taken in a tax return be recognized in the financial statements when it is more
likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax
authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent
likely of being realized upon settlement. The topic also requires that changes in judgment that result in subsequent
recognition, derecognition, or change in a measurement date of a tax position taken in a prior annual period (including any
related interest and penalties) be recognized as a discrete item in the interim period in which the change occurs.
Valuation allowances are recorded when, in the opinion of management, it is more likely than not that all or a portion of the
deferred tax assets will not be realized. These valuation allowances can be impacted by changes in tax laws, changes to
statutory tax rates, and future taxable income, and are based on our judgment, estimates, and assumptions.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires that management make estimates and
assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at
the date of the financial statements, and the reported revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
Segment Reporting
Operating segments are identified as components of an enterprise about which separate discrete financial information is
evaluated by the chief operating decision maker, which we refer to as the CODM, or decision-making group in assessing
performance and making decisions regarding resource allocation. The Company has prepared operating segment
information based on the manner in which management disaggregates the Company's operations for making internal
operating decisions. See Note 17.
New Accounting Standards Adopted in 2019
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2016-02, Leases, to increase transparency and comparability among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance requires the
recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S.
GAAP. We adopted this guidance as of January 1, 2019 using the current period adjustment method. The impact on the
financial statements of implementation of this standard was an increase in lease assets and lease liabilities of $4.9 million
as of the adoption date, January 1, 2019. Adoption of the standard did not significantly impact our consolidated net
earnings or cash flows.
64
New Accounting Standards Yet to be Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses, which will require the measurement of
all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions,
and reasonable and supportable forecasts. This guidance will be effective for fiscal years and interim periods within those
years beginning after December 15, 2019, which is effective for the Company as of the first quarter of our fiscal year
ending December 31, 2020. The Company does not expect a material impact due to the implementation of this standard on
its consolidated financial statements.
We do not believe that any other recently issued but not yet effective accounting standards, if adopted, would have a
material impact on our consolidated financial statements.
3. BUSINESS COMBINATION
Acquisition of Get Real Health
On May 3, 2019, we acquired all of the assets and liabilities of iNetXperts, Corp., a Maryland corporation doing business
as Get Real Health (“Get Real Health”), pursuant to a Stock Purchase Agreement dated April 23, 2019, as amended on
May 2, 2019. Based in Rockville, Maryland, Get Real Health delivers technology solutions to improve patient outcomes
and engagement strategies with care providers.
Consideration for the acquisition included cash (net of cash of the acquired entity) of $10.8 million (inclusive of seller's
transaction expenses), plus a contingent earnout payment of up to $14.0 million tied to Get Real Health's earnings before
interest, tax, depreciation, and amortization ("EBITDA") (subject to certain pro-forma adjustments) for 2019. As of
December 31, 2019, the $5.0 million contingent consideration estimated in the allocation of purchase price paid was fully
reversed as Get Real Health's earnings did not achieve the required level for earnout payment. During 2019, we incurred
approximately $0.6 million of pre-tax acquisition costs in connection with the acquisition of Get Real Health. Acquisition
costs are included in general and administrative expenses in our consolidated statements of income.
Our acquisition of Get Real Health will be treated as a purchase in accordance with ASC 805, Business Combinations,
which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the
transaction. Our allocation of the purchase price is based on management's judgment after evaluating several factors,
including a preliminary valuation assessment. The allocation is preliminary and subject to changes, which could be
significant, as additional information becomes available and appraisals of intangible assets and deferred tax positions are
finalized.
The allocation of the purchase price paid for Get Real Health as of December 31, 2019 was as follows:
65
(In thousands)
Purchase Price
Allocation
Acquired cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
364
107
365
1,285
7,890
9,767
(594)
(1,736)
(1,285)
(5,000)
(430)
Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
10,892
The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The
amortization is included in amortization of acquisition-related intangibles in our condensed consolidated statements of
income.
The fair value measurements of tangible and intangible assets and liabilities were based on significant inputs not
observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note
15 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market
participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market
comparables.
Our condensed consolidated statement of operations for the year ended December 31, 2019 includes revenues of
approximately $3.4 million, and pre-tax loss of approximately $0.1 million, attributed to the acquired business since the
May 3, 2019 acquisition date.
The following unaudited pro forma revenue, net income and earnings per share amounts for the years ended December 31,
2019 and 2018 give effect to the Get Real Health acquisition as if it had been completed on January 1, 2018. The pro forma
financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating
results actually would have been during the periods presented had the Get Real Health acquisition been completed during
the periods presented. In addition, the unaudited pro forma financial information does not purport to project future
operating results. The pro forma information does not fully reflect: (1) any anticipated synergies (or costs to achieve
synergies) or (2) the impact of non-recurring items directly related to the Get Real Health acquisition.
(In thousands, except per share data, unaudited)
Year Ended December 31,
2019
2018
Pro forma revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
276,097
Pro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
19,077
Pro forma diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.38
$
$
$
283,994
15,172
1.12
Pro forma net income was calculated by adjusting the results for the applicable period to reflect (i) the additional
amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on
January 1, 2018 and (ii) adjustments to amortized revenue during fiscal 2019 and 2018 as a result of the acquisition date
valuation of assumed deferred revenue. The pro forma results for each period also reflect the pro forma adjustment to
interest expense as a result of utilizing revolver debt to finance the acquisition.
66
4.
PROPERTY AND EQUIPMENT
Property and equipment were comprised of the following at December 31, 2019 and 2018:
(In thousands)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Automobiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
2,848
8,039
4,011
1,712
2,018
18
18,646
(7,053)
11,593
$
$
2,848
7,752
2,766
1,198
1,938
18
16,520
(5,645)
10,875
5.
OTHER ACCRUED LIABILITIES
Other accrued liabilities were comprised of the following at December 31, 2019 and 2018:
(In thousands)
Salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities, current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
6,946
329
1,037
1,382
—
529
1,544
11,767
$
$
8,722
992
830
1,017
206
452
—
12,219
6.
NET INCOME PER SHARE
The Company presents basic and diluted earnings per share ("EPS") data for its common stock. Basic EPS is calculated by
dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common
stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of
the Company and the weighted average number of shares of common stock outstanding during the period for the effects of
all dilutive potential common shares, including awards under stock-based compensation arrangements.
The Company's unvested restricted stock awards (see Note 8) are considered participating securities under FASB
Codification topic, Earnings Per Share, because they entitle holders to non-forfeitable rights to dividends until the awards
vest or are forfeited. When a company has a security that qualifies as a "participating security," the Codification requires
the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that
determines EPS for each class of common stock and participating security according to dividends declared (or
accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to
common stockholders, income is allocated to both common stock and participating securities based on their respective
weighted average shares outstanding for the period, with net income attributable to common stockholders ultimately
equaling net income less net income attributable to participating securities. Diluted EPS for the Company's common stock
is computed using the more dilutive of the two-class method or the treasury stock method.
67
The following is a calculation of the basic and diluted EPS for the Company's common stock, including a reconciliation
between net income (loss) and net income (loss) attributable to common stockholders for the years ended December 31,
2019, 2018, and 2017:
(In thousands, except for per share data)
2019
2018
2017
Basic EPS
Numerator
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20,468
Less: Net (income) loss attributable to participating securities . . . . . . . .
(764)
Net income (loss) attributable to common stockholders . . . . . . . . . . . . . $
19,704
$
$
17,632
(595)
17,037
$
$
(17,416)
316
(17,100)
Denominator
Weighted average shares outstanding used in basic per common share
computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,778
13,561
13,419
Basic EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.43
$
1.26
$
(1.27)
Diluted EPS
Numerator
Net income (loss) attributable to common stockholders for diluted EPS . $
19,704
$
17,037
$
(17,100)
Denominator
Weighted average shares outstanding used in basic per common share
computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,778
13,561
13,419
Weighted average effect of dilutive securities:
Performance share awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares outstanding used in diluted per common share
computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
7
—
13,778
13,568
13,419
Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.43
$
1.26
$
(1.27)
7.
INCOME TAXES
The Company accounts for income taxes in accordance with the FASB’s Codification topic, Income Taxes. These
provisions require a company to determine whether it is more likely than not that a tax position will be sustained upon
examination based on the technical merits of the position. If the more-likely-than-not threshold is met, a company must
measure the tax position to determine the amount to recognize in the financial statements. The Company did not have any
unrecognized tax positions as of December 31, 2019 and 2018.
The federal returns for tax years 2016 through 2018 remain open to examination, and the tax years 2015 through 2018
remain open to examination by certain other taxing jurisdictions to which the Company is subject. Additional years may be
open to the extent attributes are being carried forward to an open year.
Deferred income taxes arise from the temporary differences in the recognition of income and expenses for tax purposes. A
valuation allowance is established when the Company believes that it is more likely than not that some portion of its
deferred tax assets will not be realized.
Deferred tax assets and liabilities were comprised of the following at December 31, 2019 and 2018:
68
(In thousands)
Deferred tax assets:
Accounts receivable and financing receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred tax liabilities:
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
1,221
653
2,886
257
24
1,347
3,072
7,770
17,230
801
16,429
$
$
$
20,960
3,092
—
24,052
$
(7,623) $
1,112
529
2,264
250
173
—
1,984
10,347
16,659
456
16,203
19,957
897
226
21,080
(4,877)
Significant components of the income tax provision for the years ended December 31, 2019, 2018 and 2017 were as
follows:
(In thousands)
Current provision:
2019
2018
2017
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred provision:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
860
1,357
951
60
3,228
$
$
(594) $
1,434
649
(1,013)
476
$
1,535
977
1,070
351
3,933
The difference between income taxes at the U.S. federal statutory income tax rate of 21% for the years ended December 31,
2019 and 2018, and 35% for the year ended December 31, 2017, and those reported in the consolidated statements of
operations for the years ended December 31, 2019, 2018 and 2017 are as follows:
(In thousands)
Income taxes at U.S. federal statutory rate . . . . . . . . . . . . . . . . . . . . . . $
Provision-to-return adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income tax, net of federal tax effect . . . . . . . . . . . . . . . . . . . . . . .
Domestic production activities deduction . . . . . . . . . . . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred impact of tax reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
2017
4,976
(66)
978
—
(2,196)
(1,050)
—
151
—
173
262
3,228
$
$
3,803
(112)
1,109
—
(3,428)
—
—
356
—
(1,149)
(103)
476
$
$
(4,584)
433
458
(280)
(393)
—
9,520
1,155
(1,890)
(304)
(182)
3,933
Our effective tax rates for the years ended December 31, 2019, 2018 and 2017 were 14%, 3% and (29)%, respectively. Our
effective tax rate for 2019 was significantly impacted by the non-taxable nature of our recorded gain on contingent
consideration, which served to reduce the year's effective tax rate by over 4%. Our effective tax rate for 2018 was
significantly impacted by our implementation of the ASC 730 Safe Harbor Directive, which significantly increased our
69
estimated R&D tax credits for the 2017 and 2018 tax years. Our effective tax rate for 2017 was based on a then-statutory
corporate tax rate of 35%, which was subsequently reduced to 21% pursuant to the Tax Cuts and Jobs Act, and
significantly impacted by tax shortfalls related to stock-based compensation resulting from our adoption of ASU 2016-09,
the non-deductible nature of our goodwill impairment charges, and the effect of recent tax reform legislation. These three
factors combined for a net $8.8 million tax expense impact during 2017, affecting the period's effective tax rate by
approximately 65%.
We have federal net operating loss carryforwards related to the acquisition of HHI and Get Real Health of $53.9 million,
$40.5 million, and $27.9 million for the years ending December 31, 2017, 2018, and 2019, respectively, which expire at
various dates from 2026 to 2035. We have state net operating loss carryforwards related to the acquisition of HHI and Get
Real Health of $37.1 million, $34.5 million, and $34.4 million for the years ending December 31, 2017, 2018, and 2019,
respectively, which expire at various dates from 2023 to 2036.
Realization of deferred tax assets associated with the state net operating loss carryforward is dependent upon generating
sufficient taxable income prior to their expiration. We believe it is more likely than not that the benefit from certain state
NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance on the deferred
tax assets related to these state NOL carryforwards of $0.5 million after December 31, 2018 and $0.8 million after
December 31, 2019. The change in valuation allowance was based on evidence supporting that certain state NOL
carryforwards associated with the acquisition of Get Real Health may not be realized.
8.
STOCK-BASED COMPENSATION
The Company's stock-based compensation awards are in the form of restricted stock and performance share awards granted
pursuant to the Company's 2012 Restricted Stock Plan for Non-Employee Directors, Amended and Restated 2014 Incentive
Plan and 2019 Incentive Plan (the "Plans"). Stock-based compensation cost is measured at the grant date based on the fair
value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service
period. As of December 31, 2019, there were a total of 833,895 shares of common stock reserved under the Plans for
issuance under future share-based payment arrangements.
The following table details total stock-based compensation expense for the years ended December 31, 2019, 2018 and
2017, included in the consolidated statements of operations:
(In thousands)
Costs of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pre-tax stock-based compensation expense . . . . . . . . . . . . . . . . . . . . .
Less: income tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (after tax) stock-based compensation expense . . . . . . . . . . . . . . . . $
2019
2018
2017
2,040
7,782
9,822
(2,063)
7,759
$
$
2,134
7,581
9,715
(2,040)
7,675
$
$
1,750
5,416
7,166
(2,795)
4,371
As of December 31, 2019, there was $9.6 million of unrecognized compensation cost related to unvested or unearned, as
applicable, stock-based compensation arrangements granted under the Plans, which is expected to be recognized over a
weighted-average period of 1.6 years.
Restricted Stock
The Company grants restricted stock to executive officers, certain key employees and non-employee directors under the
Plans with the fair value of the awards representing the fair value of the common stock on the date the restricted stock is
granted. Shares of restricted stock generally vest in equal annual installments over the applicable vesting period, which
ranges from one to three years. The Company records expenses for these grants on a straight-line basis over the applicable
vesting periods. Shares of restricted stock may also be issued pursuant to the settlement of performance share awards, for
which the Company records expenses in the manner described in the "Performance Share Awards" section below.
A summary of restricted stock activity (including shares of restricted stock issued pursuant to the settlement of
performance share awards) under the Plans during the years ended December 31, 2019, 2018 and 2017 is as follows:
70
Unvested stock outstanding at January 1, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
184,885
$
225,954
(101,644)
Unvested stock outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309,195
$
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance share awards converted to restricted stock . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148,841
177,395
(156,988)
(3,311)
Unvested stock outstanding at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
475,132
$
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance share awards converted to restricted stock . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133,936
138,566
(221,775)
Unvested stock outstanding at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
525,859
$
Performance Share Awards
Weighted-
Average
Grant-Date
Fair Value
54.63
32.79
55.58
38.36
30.20
29.94
40.52
30.20
32.00
30.89
29.80
33.48
30.51
The Company grants performance share awards to executive officers and certain key employees under the Amended and
Restated 2014 Incentive Plan prior to 2019 and under the 2019 Incentive Plan beginning in 2019. The number of shares of
common stock earned and issuable under each award is determined at the end of each one-year or three-year performance
period, based on the Company's achievement of performance goals predetermined by the Compensation Committee of the
Board of Directors at the time of grant. The three-year performance share awards include a modifier to the total number of
shares earned based on the Company's total shareholder return ("TSR") compared to an industry index. If certain levels of
the performance objective are met, the award results in the issuance of shares of restricted stock or common stock
corresponding to such level. One-year performance share awards are then subject to time-based vesting pursuant to which
the shares of restricted stock vest in equal annual installments over the applicable vesting period, which is generally three
years. Three-year performance share awards result in the issuance of shares of common stock that are not subject to time-
based vesting at the conclusion of the three-year performance period if earned.
In the event that the Company's financial performance meets the predetermined targets for the performance objectives of
the one-year or three-year performance share awards, the Company will issue each award recipient the number of shares of
restricted stock or common stock, as applicable, equal to the target award specified in the individual's underlying
performance share award agreement. In the event the financial results of the Company exceed the predetermined targets,
additional shares up to the maximum award may be issued. In the event the financial results of the Company fall below the
predetermined targets, a reduced number of shares may be issued. If the financial results of the Company fall below the
threshold performance levels, no shares will be issued. The total number of shares issued for the three-year performance
share award may be increased, decreased, or unchanged based on the TSR modifier described above.
The recipients of performance share awards do not receive dividends or possess voting rights during the performance
period and, accordingly, the fair value of the one-year performance share awards is the quoted market value of CPSI's
common stock on the grant date less the present value of the expected dividends not received during the relevant period.
The TSR modifier applicable to the three-year performance share awards is considered a market condition and therefore is
reflected in the grant date fair value of the award. A Monte Carlo simulation has been used to account for this market
condition in the grant date fair value of the award.
Expense of one-year performance share awards is recognized using the accelerated attribution (graded vesting) method
over the period beginning on the date the Company determines that it is probable that the performance criteria will be
achieved and ending on the last day of the vesting period for the restricted stock issued in satisfaction of such awards.
Expense of three-year performance share awards is recognized using ratable straight-line amortization over the three-year
performance period. In the event the Company determines it is no longer probable that the minimum performance level will
be achieved, all previously recognized compensation expense related to the applicable awards is reversed in the period such
a determination is made.
71
A summary of performance share award activity under the Plans for the years ended December 31, 2019, 2018 and 2017, is
as follows, based on the target award amounts set forth in the performance share award agreements:
Performance share awards outstanding at January 1, 2017 . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or unearned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance share awards outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or unearned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance share awards converted to restricted stock . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
77,594
$
189,325
(77,594)
189,325
$
184,776
(11,930)
(177,395)
Performance share awards outstanding at December 31, 2018 . . . . . . . . . . . . . . . . . . . .
184,776
$
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted for actual perfromance, net of forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance share awards converted to restricted stock . . . . . . . . . . . . . . . . . . . . . . . . .
110,310
44,189
(138,566)
Performance share awards outstanding at December 31, 2019 . . . . . . . . . . . . . . . . . . . .
200,709
$
Weighted-
Average
Grant-Date
Fair Value
49.64
29.94
49.64
29.94
30.15
29.94
29.94
30.15
30.95
29.77
29.80
30.75
9.
CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of
temporary cash investments and trade receivables (including financing receivables). The Company places its temporary
cash investments with credit-worthy, high-quality financial institutions.
The Company’s customer base is concentrated in the healthcare industry. Customers are located throughout the United
States. The Company requires no collateral or other security to support customer trade receivables. An allowance for
doubtful accounts and allowance for credit losses has been established for potential credit losses based on historical
collection experience.
The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally
insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any
significant credit risk on cash and cash equivalents.
10.
FINANCING RECEIVABLES
Total financing receivables were $30.3 million as of December 31, 2019, compared with $34.3 million as of December 31,
2018.
Short-Term Payment Plans
The Company provides fixed monthly payment arrangements ("short-term payment plans") over terms ranging from three
to twelve months for meaningful use stage three and other add-on software installations. As a practical expedient, we do
not adjust the amount of consideration recognized as revenue for the financing component as unearned income when we
expect payment within one year or less. These receivables, included in the current portion of financing receivables, were
comprised of the following on December 31, 2019 and 2018:
(In thousands)
Short-term payment plans, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: allowance for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term payment plans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
2,361
(165)
2,196
$
$
5,773
(404)
5,369
72
Long-Term Financing Arrangements
Additionally, the Company provides financing for purchases of its information and patient care systems to certain
healthcare providers under long-term financing arrangements expiring in various years through 2026. Under long-term
financing arrangements, the transaction price is adjusted by a discount rate that reflects market conditions and that would
be used for a separate financing transaction between the Company and licensee at contract inception, and takes into account
the credit characteristics of the licensee and market interest rates as of the date of the agreement. As such, the amount of
fixed fee revenue recognized at the beginning of the license term will be reduced by the calculated financing component.
As payments are received from the licensee, the Company recognizes a portion of the financing component as interest
income, reported as other income in the consolidated statements of operations. These receivables typically have terms from
two to seven years.
The components of these receivables were as follows on December 31:
(In thousands)
Long-term financing arrangements, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: allowance for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term financing arrangements, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
34,483
(2,806)
(3,574)
28,103
$
$
34,841
(2,163)
(3,725)
28,953
Future minimum payments to be received subsequent to December 31, 2019 are as follows:
(In thousands)
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum payments to be received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: allowance for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
12,085
10,468
6,435
3,368
1,709
418
34,483
(2,806)
(3,574)
28,103
Credit Quality of Financing Receivables and Allowance for Credit Losses
The following table is a roll-forward of the allowance for financing credit losses for the years ended December 31, 2019
and 2018:
(In thousands)
December 31, 2019 . . . . . . . . . . . . $
December 31, 2018 . . . . . . . . . . . . $
Beginning
Balance
Provision
Charge-offs
Recoveries
Ending
Balance
2,567
3,244
$
$
970
1,691
$
$
(566) $
(2,368) $
— $
— $
2,971
2,567
The Company’s financing receivables are comprised of a single portfolio segment, as the balances are all derived from
short-term payment plan arrangements and long-term financing arrangements within our target market of community
hospitals. The Company evaluates the credit quality of its financing receivables based on a combination of factors,
including, but not limited to, customer collection experience, economic conditions, the customer’s financial condition, and
known risk characteristics impacting the respective customer base of community hospitals, the most notable of which relate
to enacted and potential changes in Medicare and Medicaid reimbursement rates as community hospitals typically generate
a significant portion of their revenues and related cash flows from beneficiaries of these programs. In addition to specific
account identification, the Company utilizes historical collection experience to establish the allowance for credit losses.
Financing receivables are written off only after the Company has exhausted all collection efforts.
Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms.
To facilitate customer collection and credit monitoring efforts, financing receivable amounts are invoiced and reclassified
to trade accounts receivable when they become due, with all invoiced amounts placed on nonaccrual status. As a result, all
73
past due amounts related to the Company’s financing receivables are included in trade accounts receivable in the
accompanying consolidated balance sheets. The following is an analysis of the age of financing receivables amounts
(excluding short-term payment plans) that have been reclassified to trade accounts receivable and were past due as of
December 31, 2019 and December 31, 2018:
(In thousands)
December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . $
1 to 90 Days
Past Due
91 to 180 Days
Past Due
181 + Days
Past Due
Total
Past Due
1,480 $
1,302 $
150
210
$
$
207
245
$
$
1,837
1,757
From time to time, the Company may agree to alternative payment terms outside of the terms of the original financing
receivable agreement due to customer difficulties in achieving the original terms. In general, such alternative payment
arrangements do not result in a re-aging of the related receivables. Rather, payments pursuant to any alternative payment
arrangements are applied to the already outstanding invoices beginning with the oldest outstanding invoices as the
payments are received.
Because amounts are reclassified to trade accounts receivable when they become due, there are no past due amounts
included within the financing receivables or the financing receivables, current portion, net amounts in the accompanying
consolidated balance sheets.
The Company utilizes an aging of trade accounts receivable as the primary credit quality indicator for its financing
receivables, which is facilitated by the reclassification of customer payment amounts to trade accounts receivable when
they become due. The table below categorizes customer financing receivable balances (excluding short term payment
plans), none of which are considered past due, based on the age of the oldest payment outstanding that has been reclassified
to trade accounts receivable:
(In thousands)
Stratification of uninvoiced client financing receivables based on aging of related trade
accounts receivable:
December 31,
2019
December 31,
2018
Uninvoiced client financing receivables related to trade accounts receivable that
are 1 to 90 Days Past Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Uninvoiced client financing receivables related to trade accounts receivable that
are 91 to 180 Days Past Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uninvoiced client financing receivables related to trade accounts receivable that
are 181+Days Past Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total uninvoiced client financing receivables balances of clients with a trade accounts
receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total uninvoiced client financing receivables of clients with no related trade accounts
receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total financing receivables with contractual maturities of one year or less . . . . . . . . . .
Less: allowance for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total financing receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
18,015
$
17,290
2,136
1,972
2,247
885
22,123
$
20,422
8,786
2,361
(2,971)
30,299
$
10,694
5,773
(2,567)
34,322
74
11.
INTANGIBLE ASSETS AND GOODWILL
Our purchased definite-lived intangible assets as of December 31, 2019 and 2018 are summarized as follows:
(In thousands)
Gross carrying amount as of December 31, 2017 and
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accumulated amortization as of December 31, 2018 . . .
Net intangible assets as of December 31, 2018 . . . . . .
Intangible assets acquired for year ended December 31,
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization expenses for year ended December 31,
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer
Relationships
Trademark
Developed
Technology
Total
82,300
$
10,900
$
24,100
$
117,300
(19,476)
62,824
(2,613)
8,287
(8,985)
15,115
(31,074)
86,226
2,070
220
5,600
7,890
(6,980)
(836)
(3,190)
(11,006)
Net intangible assets as of December 31, 2019 . . . . . . $
57,914
$
7,671
$
17,525
$
83,110
Weighted average remaining years of useful life . . . . . .
9
12
5
9
The following table represents the remaining amortization of definite-lived intangible assets as of December 31, 2019:
(In thousands)
For the year ended December 31,
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
11,421
11,003
10,904
10,904
9,681
29,197
83,110
The following table sets forth the change in the carrying amount of goodwill by segment for the years ended December 31,
2019, 2018, and 2017:
(In thousands)
Acute Care
EHR
Post-acute
Care EHR
TruBridge
Total
Balance as of December 31, 2016 . . . . . . . . . . . . . . . . . . . $
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2017 and 2018 . . . . . . . . . . . .
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . $
97,095 $
—
97,095
—
97,095 $
57,570 $
(28,000)
29,570
—
29,570 $
13,784 $
—
13,784
9,767
23,551 $
168,449
(28,000)
140,449
9,767
150,216
During 2017, the result of our fair value assessment of the Post-acute Care EHR reporting unit, which applied a
combination of the income and market valuation approach, measured the reporting unit's fair value less than the reporting
unit's carrying value. A goodwill impairment of $28.0 million was recorded against our Post-acute Care EHR reporting unit
as of December 31, 2017 as a result of anticipated attrition of significant post-acute customer accounts and a product
development acceleration plan for our post-acute EHR software. We determined there was no impairment to goodwill as of
December 31, 2019 or 2018.
75
12.
LONG-TERM DEBT
Long-term debt was comprised of the following at December 31, 2019 and 2018:
(In thousands)
December 31, 2019
December 31, 2018
Term loan facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt obligation, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88,823
20,000
—
108,823
(960)
107,863
(8,430)
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
99,433
$
102,432
29,693
250
132,375
(1,306)
131,069
(6,486)
124,583
As of December 31, 2019, the carrying value of debt approximates the fair value due to the variable interest rate which
reflects market rates.
Credit Agreement
In conjunction with our acquisition of HHI in January 2016, we entered into a syndicated credit agreement with Regions
Bank ("Regions") serving as administrative agent, which provided for a $125 million term loan facility and a $50 million
revolving credit facility. On February 8, 2018, we entered into a Third Amendment that establishes the aggregate principal
amount of our credit facilities of $167 million, which includes a $117 million term loan facility and a $50 million revolving
credit facility.
Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option,
either (1) the Adjusted LIBOR rate for the relevant interest period, (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 LIBOR rate plus one percent per annum, or (3) a combination of (1) and (2).
The applicable margin range for LIBOR loans and the letter of credit fee ranges from 2.0% to 3.5%. The applicable margin
range for base rate loans ranges from 1.0% to 2.5%, in each case based on the Company's consolidated leverage ratio.
Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning December
31, 2017, with quarterly principal payments of approximately $1.5 million through September 30, 2019, approximately
$2.2 million through September 30, 2021 and approximately $2.9 million through September 30, 2022, with maturity on
October 13, 2022 or such earlier date as the obligations under the credit agreement become due and payable pursuant to the
terms of the credit agreement. Any principal outstanding under the revolving credit facility is due and payable on the
maturity date.
Anticipated annual future maturities of the term loan facility, revolving credit facility, and capital lease obligation are as
follows as of December 31, 2019:
(In thousands)
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,775
9,506
90,542
—
—
$
108,823
Our credit facilities are secured pursuant to a Pledge and Security Agreement, dated January 8, 2016, among the parties
identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially
all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the
Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and
the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the credit agreement
are also guaranteed by the Subsidiary Guarantors.
76
The credit agreement, as amended by the Third Amendment, provides incremental facility capacity of $50 million, subject
to certain conditions. The credit agreement includes a number of restrictive covenants that, among other things and in each
case subject to certain exceptions and baskets, impose operating and financial restrictions on the Company and the
Subsidiary Guarantors, including the ability to incur additional debt; incur liens and encumbrances; make certain restricted
payments, including paying dividends on the Company's equity securities or payments to redeem, repurchase or retire the
Company's equity securities (which are subject to our compliance, on a pro forma basis to give effect to the restricted
payment, with the fixed charge coverage ratio and consolidated leverage ratio described below); enter into certain
restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of
assets; enter into sale and leaseback transactions; engage in transactions with affiliates; and materially alter the business we
conduct. The credit agreement requires the Company to maintain a minimum fixed charge coverage ratio of 1.25:1.00
throughout the duration of such agreement. Under the credit agreement, the Company is currently required to comply with
a maximum consolidated leverage ratio of 3.50:1.00. The credit agreement also contains customary representations and
warranties, affirmative covenants and events of default. We believe that we were in compliance with the covenants
contained in the credit agreement as of December 31, 2019.
The credit agreement currently requires the Company to mandatorily prepay our credit facilities with 50% of excess cash
flow (minus certain specified other payments). The Company is permitted to voluntarily prepay our credit facilities at any
time without penalty, subject to customary “breakage” costs with respect to prepayments of LIBOR rate loans made on a
day other than the last day of any applicable interest period. The excess cash flow mandatory prepayment requirement
under the credit agreement resulted in a $7.0 million prepayment on the term loan facility during the first quarter of 2019
related to excess cash flow generated by the Company during 2018.
13.
BENEFIT PLANS
In January 1994, the Company adopted the CPSI 401(k) Retirement Plan that covers all eligible employees of the Company
who have completed one year of service. The plan allows eligible employees to contribute up to 60% of their pre-tax
earnings up to the statutory limit prescribed by the Internal Revenue Service. The Company matches a discretionary
amount determined by the Board of Directors. The Company contributed approximately $2.9 million, $2.6 million, and
$2.6 million to the plan for the years ended December 31, 2019, 2018 and 2017, respectively.
The Company provides certain health and medical benefits to eligible employees, their spouses and dependents pursuant to
a benefit plan funded by the Company. Each participating employee contributes to the Company’s costs associated with
such benefit plan. The Company’s obligation to fund this benefit plan and pay for these benefits is limited through the
Company’s purchase of an insurance policy from a third-party insurer. The amount established as a reserve is intended to
recognize the Company’s estimated obligations with respect to its payment of claims and claims incurred but not yet
reported under the benefit plan. Management believes that the recorded liability for medical self-insurance at December 31,
2019 and 2018 is adequate to cover the losses and claims incurred, but these reserves are based on estimates and the
amount ultimately paid may be more or less than such estimates.
14.
OPERATING LEASES
The Company leases office space in various locations in Alabama, Louisiana, Pennsylvania, Minnesota, Maryland, and
Mississippi. These leases have terms expiring from 2020 through 2030 but do contain optional extension terms. Leases
with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases
on a straight-line basis over the lease term.
Supplemental balance sheet information related to operating leases is as follows:
77
(In thousands)
Operating lease assets:
December 31,
2019
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
7,800
Operating lease liabilities:
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,544
6,256
7,800
Weighted average remaining lease term in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.1%
Because our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information
available at the lease commencement date in determining the present value of lease payments. We used the incremental
borrowing rate on January 1, 2019, for operating leases that commenced prior to that date.
The future minimum lease payments payable under these operating leases subsequent to December 31, 2019 are as follows:
(In thousands)
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,544
1,518
1,436
1,363
980
2,383
9,224
(1,424)
7,800
Total rent expense for the years ended December 31, 2019, 2018, and 2017 was $2.2 million, $2.6 million, and
$2.6 million, respectively.
Total cash paid for amounts included in the measurement of lease liabilities within operating cash flows from operating
leases for the year ended December, 2019 was $1.6 million.
15.
COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. Management
does not believe it is reasonably possible that such matters will have a material adverse effect on the Company’s financial
statements.
16.
FAIR VALUE
FASB Codification topic, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and
expands financial statement disclosures about fair value measurements. Fair value is the price that would be received to sell
an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in
an orderly transaction between market participants at the measurement date. The Codification topic does not require any
new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value
measurements. The Codification topic requires that assets and liabilities carried at fair value be classified and disclosed in
one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
As of December 31, 2019, we did not have any instruments that require fair value measurement.
78
The accrued contingent consideration depicted below represents the potential earnout incentive for former Rycan
shareholders, relating to the purchase of Rycan by HHI in 2015. We estimated the fair value of the contingent consideration
based on the amount of revenue that was earned by Rycan for the year ended December 31, 2018 in accordance with the
purchase agreement.
The following table summarizes the carrying amount and the fair value of the contingent consideration at December 31,
2018:
(In thousands)
Description
Contingent consideration . . . . . . . . . . . . . . $
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fair Value at December 31, 2018 Using
Carrying
Amount at
12/31/2018
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
206
206
$
$
— $
— $
— $
— $
206
206
The carrying amount of other financial instruments reported in the consolidated balance sheets for current assets and
current liabilities approximates their fair values because of the short-term nature of these instruments.
79
17. SEGMENT REPORTING
Our chief operating decision makers ("CODM") utilize three operating segments, "Acute Care EHR", "Post-acute Care
EHR" and "TruBridge", based on our three distinct business units with unique market dynamics and opportunities.
Revenues and costs of sales are primarily derived from the provision of services and sales of our proprietary software, and
our CODM assess the performance of these three segments at the gross profit level. Operating expenses and items such as
interest, income tax, capital expenditures and total assets are managed at a consolidated level and thus are not included in
our operating segment disclosures. Our CODM group is comprised of the Chief Executive Officer, Chief Growth Officer,
Chief Operating Officer, and Chief Financial Officer. Accounting policies for each of the reportable segments are the same
as those used on a consolidated basis.
The following table presents a summary of the revenues, cost of sales, and gross profit of our three operating segments for
the years ended December 31, 2019, 2018, and 2017:
(In thousands)
Revenues:
Acute Care EHR
Year Ended December 31,
2019
2018
2017
Recurring revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
109,046
$
111,936
$
113,056
Non-recurring revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Acute Care EHR revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Post-acute Care EHR
Recurring revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recurring revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Post-acute Care EHR revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TruBridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales:
Acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Post-acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TruBridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35,028
144,074
17,466
3,812
21,278
109,282
274,634
68,569
5,303
56,617
46,036
157,972
18,599
3,593
22,192
100,247
280,411
69,831
6,153
54,699
51,172
164,228
20,122
3,911
24,033
88,666
276,927
72,537
7,481
49,636
Total cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130,489
130,683
129,654
Gross profit:
Acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Post-acute Care EHR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TruBridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,505
15,975
52,665
88,141
16,039
45,548
91,691
16,552
39,030
Total gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
144,145
149,728
147,273
Corporate operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(119,562)
(124,846)
(152,087)
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
807
5,000
—
803
—
—
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,694)
(7,577)
407
—
(1,340)
(7,736)
Income (loss) before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
23,696
$
18,108
$
(13,483)
80
18.
SUBSEQUENT EVENTS
Declaration of Dividends
On February 11, 2020, the Company announced a dividend for the first quarter of 2020 in the amount of $0.10 per share.
The dividend was payable on March 6, 2020 to stockholders of record as of the close of business on February 21, 2020.
19.
QUARTERLY FINANCIAL STATEMENTS (UNAUDITED)
The following table presents a summary of our results of operations for our eight most recent quarters ended December 31,
2019. The information for each of these quarters is unaudited and has been prepared on a basis consistent with the audited
financial statements. This information includes all adjustments, consisting only of normal recurring adjustments, we
consider necessary for fair presentation of this information when read in conjunction with the audited financial statements
and related notes. Our operating results have varied on a quarterly basis and may fluctuate significantly in the future.
(In thousands, except for per share data)
Year Ended December 31, 2019
Sales revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended December 31, 2018
Sales revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
$
$
$
$
69,141
37,115
6,048
3,444
0.24
0.24
70,882
39,085
7,648
3,967
$
$
$
$
66,156
34,535
3,616
1,663
0.12
0.12
67,905
34,846
2,225
328
$
$
$
$
68,699
35,915
6,007
4,135
0.29
0.29
69,297
36,113
5,361
5,749
70,638
36,580
8,912
11,226
0.78
0.78
72,327
39,684
9,648
7,588
0.54
0.54
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.29
0.29
$
$
0.02
0.02
$
$
0.41
0.41
$
$
81
SCHEDULE II
COMPUTER PROGRAMS AND SYSTEMS, INC.
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Description
Allowance for doubtful accounts
deducted from accounts receivable in
the balance sheet . . . . . . . . . . . . . . . . . . .
Balance at
beginning of
period
Additions
charged to cost
and expenses (1)
Deductions (2)
Balance at end
of period
2017 $
2018 $
2019 $
2,370
2,654
2,124
$
$
$
1,598
1,485
1,378
$
$
$
(1,314) $
(2,015) $
(1,424) $
2,654
2,124
2,078
(1) Adjustments to allowance for change in estimates.
(2) Uncollectible accounts written off, net of recoveries.
Description
Allowance for credit losses deducted
from financing receivables in the
balance sheet . . . . . . . . . . . . . . . . . . . . .
Balance at
beginning of
period
Additions
charged to cost
and expenses (1)
Deductions (2)
Balance at end
of period
2017 $
2018 $
2019 $
2,198
3,244
2,567
$
$
$
1,823
1,691
970
$
$
$
(777) $
(2368) $
(566) $
3,244
2,567
2,971
(1) Adjustments to allowance for change in estimates.
(2) Uncollectible accounts written off, net of recoveries.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information
required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms
promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and
procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and
instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and
procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule
13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective at the reasonable assurance level.
82
Changes in Internal Control over Financial Reporting
On May 3, 2019, we acquired iNetXperts, Corp. d/b/a Get Real Health ("Get Real Health"), as further described in Note
3 to the consolidated financial statements. We continue to integrate policies, processes, people, technology and operations for
our combined operations, and will continue to evaluate the impact of any related changes to internal controls over financial
reporting during the fiscal year.
There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f)) during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
Consistent with the guidance issued by the Securities and Exchange Commission that an assessment of internal control
over financial reporting of a recently acquired business may be omitted from management's evaluation, management has
excluded from its assessment Get Real Health, which we acquired on May 3, 2019. The assets of Get Real Health excluded
from our assessment represented approximately 6% of the Company's total assets as of December 31, 2019 and approximately
1% of the Company's consolidated total revenues for the year ended December 31, 2019.
Management’s Annual Report on Internal Control Over Financial Reporting
This report is included in Item 8 on page 51 and is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
This report is included in Item 8 on page 52 and is incorporated herein by reference.
ITEM 9B.
OTHER INFORMATION.
None.
83
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers (including our Chief
Executive Officer and senior financial officers) and employees. We have also adopted a separate code of ethics with additional
guidelines and responsibilities applicable to our Chief Executive Officer and senior financial officers, known as the Code of
Ethics for CEO and Senior Financial Officers. Copies of the Code of Business Conduct and Ethics and the Code of Ethics for
CEO and Senior Financial Officers are available on CPSI’s web site at www.cpsi.com in the "Corporate Information" section
under "Corporate Governance."
Other information required by this Item regarding executive officers is included in Part I of this Form 10-K under the
caption "Executive Officers" in accordance with Instruction 3 of the Instructions to Paragraph (b) of Item 401 of Regulation S-
K.
Other information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K
from CPSI’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (the "2020 Proxy Statement") to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K
from the 2020 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K
from the 2020 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes the securities that have been authorized for issuance as of December 31, 2019 under the
Company’s 2012 Restricted Stock Plan for Non-Employee Directors, Amended and Restated 2014 Incentive Plan and 2019
Incentive Plan (collectively, the “Plans”), which were previously approved by our stockholders. The Plans are described in
Note 8 to the consolidated financial statements.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Equity compensation plans approved by
stockholders . . . . . . . . . . . . . . . . . . . . . . .
Equity compensation plans not approved
by stockholders . . . . . . . . . . . . . . . . . . . .
-0- (1)
3,927 (3)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,927 (3)
N/A
$5.94
$5.94
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
833,895 (2)
N/A
833,895 (2)
84
(1) Does not include 200,709 target performance share awards outstanding under the Plans or 525,859 time-vested restricted
stock awards outstanding under the Plans as of December 31, 2019.
(2) Represents shares of common stock issuable pursuant to our 2019 Incentive Plan, assuming maximum payout of
outstanding performance share awards. We do not intend to use the 2012 Restricted Stock Plan for Non-Employee
Directors or the Amended and Restated 2014 Incentive Plan to make any future grants.
(3) Represents 3,927 shares issuable under outstanding stock options at an exercise price of $5.94 per share, assumed in the
Company’s acquisition of Healthland Holding Inc. and its affiliates in January 2016.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K
from the 2020 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K
from the 2020 Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
85
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (2) and (c) – Financial Statements and Financial Statement Schedules.
Financial Statements: The Financial Statements and related Financial Statements Schedule of CPSI are included
herein in Part II, Item 8.
(a)(3) and (b) – Exhibits.
The exhibits listed on the Exhibit Index beginning on page 88 of this Annual Report on Form 10-K are filed
herewith or are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this the 11th day of March, 2020.
COMPUTER PROGRAMS AND SYSTEMS, INC.
By:
/s/ J. Boyd Douglas
J. Boyd Douglas
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
86
Officers
Jeffrey A. Strong
Managing Partner
Gilead Capital
J. Boyd Douglas, Jr.
President and
Chief Executive Officer
Denise W. Warren
Executive Vice President
and Chief Operating
Officer
WakeMed Health &
Hospitals
David A. Dye
Chief Growth Officer
Matt J. Chambless
Chief Financial Officer
Chris L. Fowler
Chief Operating Officer
DIRECTORS AND OFFICERS
Board of Directors
Glenn P. Tobin, Ph.D.
Chairman
Retired Executive Vice
President
The Advisory Board
Company
J. Boyd Douglas, Jr.
President and Chief
Executive Officer
Computer Programs and
Systems, Inc.
David A. Dye
Chief Growth Officer
Computer Programs and
Systems, Inc.
Regina M. Benjamin, M.D.
Chief Executive Officer
Bayou La Batre Rural
Health Clinic
Christopher T. Hjelm
Retired Executive Vice
President and Chief
Information Officer
The Kroger Company
Charles P. Huffman
Retired Executive Vice
President and Chief
Financial Officer
EnergySouth, Inc.
W. Austin Mulherin, III
Attorney
Frazer, Greene, Upchurch
& Baker, LLC
A. Robert Outlaw, Jr.
Chief Executive Officer
China Doll Rice and
Beans, Inc.
Stock Performance Graph
The following graph sets forth the cumulative total return (assuming reinvestment of dividends) to our
stockholders during the period beginning December 31, 2014, and ending on December 31, 2019, compared
to an overall stock market index (S&P 500 Index) and the NASDAQ Computer and Data Processing Group.
$250
$225
$200
$175
$150
$125
$100
$75
$50
$25
$0
12/14
12/15
12/16
12/17
12/18
12/19
Computer Programs and Systems, Inc.
S&P 500
NASDAQ Computer and Data Processing
Computer Programs and Systems, Inc.
S&P 500
NASDAQ Computer and Data Processing
$ 100.00
$ 100.00
$ 100.00
$ 86.42
$ 101.38
$ 123.21
$ 42.96
$ 113.51
$ 132.37
$ 56.33
$ 138.29
$ 185.07
$ 47.71
$ 132.23
$ 187.89
$ 50.95
$ 173.86
$ 262.83
12/14
12/15
12/16
12/17
12/18
12/19
CORPORATE DATA
Independent Registered Public Accounting Firm
Grant Thornton LLP
1100 Peachtree Street, Suite 1200
Atlanta, GA 30309
Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Toll free: (800) 937-5449
Local & international: (718) 921-8124
Email: info@amstock.com
Web site: www.amstock.com
Legal Counsel
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North, Suite 2400
Birmingham, AL 35203-2618
(205) 254-1000
www.maynardcooper.com
Corporate Headquarters
Computer Programs and Systems, Inc.
6600 Wall Street
Mobile, AL 36695
(251) 639-8100
www.cpsi.com
Common Stock
Computer Programs and Systems, Inc.’s common stock
is traded on The NASDAQ Stock Market’s Global Select
Market under the symbol “CPSI.”
6600 Wall Street | Mobile, Alabama 36695
The CPSI family of companies