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TruBridge
TBRG
#7706
Rank
S$0.49 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
S$33.19
Share price
0.15%
Change (1 day)
8.87%
Change (1 year)
โš•๏ธ Healthcare๐Ÿ’ผ Professional services
Categories
  1. TruBridge
  2. Quarterly Reports (10-Q)
  3. Submitted on 2026-05-08

TruBridge - 10-Q quarterly report FY


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
☐
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: 001-41992
TRUBRIDGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
74-3032373
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
54 St. Emanuel Street, Mobile, Alabama
36602
(Address of Principal Executive Offices)
(Zip Code)
(251) 639-8100
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, par value $.001 per share
TBRG
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    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  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨
Accelerated filer
ý
Non-accelerated filer
¨
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ý
As of May 5, 2026, there were 14,999,136 shares of the issuer’s common stock outstanding.


1







TRUBRIDGE, INC.
Quarterly Report on Form 10-Q
(For the three months ended March 31, 2026)
TABLE OF CONTENTS
 
Item 1.
3
3
4
5
6
7
8
Item 2.
31
Item 3.
43
Item 4.
43
Item 1.
45
Item 1A.
45
Item 2.
48
Item 3.
48
Item 4.
48
Item 5.
48
Item 6.
49



2






PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements.
TRUBRIDGE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
March 31,
2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents$35,419 $24,850 
Accounts receivable, net of allowance for credit losses of $6,737 and $6,003
50,906 54,970 
Current portion of financing receivables, net of allowance for credit losses of $554 and $606
2,115 2,437 
Inventories958 623 
Prepaid income taxes6,918 7,240 
Prepaid expenses and other current assets12,942 14,078 
Assets held for sale445 445 
Total current assets109,703 104,643 
Property and equipment, net3,182 2,476 
Software development costs, net41,287 42,262 
Operating lease right-of-use assets4,427 2,010 
Financing receivables, less current portion, net of allowance for credit losses of $279 and $256
924 494 
Other assets, less current portion13,905 13,553 
Intangible assets, net61,538 64,517 
Goodwill172,573 172,573 
Total assets$407,539 $402,528 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$22,480 $19,554 
Current portion of long-term debt3,384 3,384 
Current portion of deferred revenue9,587 9,210 
Accrued vacation5,522 4,882 
Income taxes payable487 235 
Other accrued liabilities20,041 20,694 
Total current liabilities61,501 57,959 
Long-term debt, less current portion160,468 161,241 
Operating lease liabilities, less current portion3,015 1,346 
Other long-term liabilities1,277 1,438 
Deferred tax liabilities2,590 2,583 
Total liabilities228,851 224,567 
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.001 par value; 30,000 shares authorized; 15,668 shares issued at March 31, 2026 and 15,677 shares issued at December 31, 2025
15 15 
Additional paid-in capital211,390 209,727 
Accumulated deficit(11,717)(12,223)
Accumulated other comprehensive loss(288)(133)
Treasury stock, 762 shares at March 31, 2026 and 689 shares at December 31, 2025
(20,712)(19,425)
Total stockholders’ equity178,688 177,961 
Total liabilities and stockholders’ equity$407,539 $402,528 
The accompanying notes are an integral part of these condensed consolidated financial statements.


3






TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended March 31,
20262025
Revenues
Financial Health$53,274 $56,133 
Patient Care32,997 31,075 
Total revenues86,271 87,208 
Expenses
Costs of revenues (exclusive of amortization and depreciation)
Financial Health27,254 27,192 
Patient Care11,094 12,321 
Total costs of revenues (exclusive of amortization and depreciation)38,348 39,513 
Product development7,445 8,247 
Sales and marketing6,388 5,409 
General and administrative24,162 19,464 
Amortization6,599 6,124 
Depreciation271 291 
Total expenses83,213 79,048 
Operating income3,058 8,160 
Other (expense) income:
Interest expense(2,630)(3,382)
Other income 154 144 
Total other expense(2,476)(3,238)
Income before taxes582 4,922 
Provision for income taxes76 4,463 
Net income $506 $459 
Net income per common share—basic$0.03 $0.03 
Net income per common share—diluted$0.03 $0.03 
Weighted average shares outstanding used in per common share computations:
Basic14,565 14,370 
Diluted14,565 14,370 
The accompanying notes are an integral part of these condensed consolidated financial statements.


4






TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended March 31,
20262025
Net income$506 $459 
Other comprehensive loss:
Foreign currency translation adjustment(155)(6)
Comprehensive income$351 $453 
The accompanying notes are an integral part of these condensed consolidated financial statements.


5






TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
 
Common StockAdditional Paid-in-CapitalAccumulated DeficitAccumulated Other Comprehensive (Loss) IncomeTreasury StockTotal Stockholders’ Equity
SharesAmount
Three Months Ended March 31, 2026 and 2025:
Balance at December 31, 2025
15,677 $15 $209,727 $(12,223)$(133)$(19,425)$177,961 
Net income— — — 506 — — 506 
Foreign currency translation adjustment— — — — (155)— (155)
Forfeiture of restricted stock(9)— — — — — — 
Stock-based compensation— — 1,663 — — — 1,663 
Treasury stock acquired— — — — — (1,287)(1,287)
Balance at March 31, 2026
15,668 $15 $211,390 $(11,717)$(288)$(20,712)$178,688 
Balance at December 31, 2024
15,522 $15 $201,066 $(16,577)$45 $(17,479)$167,070 
Net income— — — 459 — — 459 
Foreign currency translation adjustment— — — — (6)— (6)
Issuance of restricted stock198 — — — — — — 
Forfeiture of restricted stock(12)— — — — — — 
Stock-based compensation— — 1,213 — — — 1,213 
Treasury stock acquired— — — — — (1,853)(1,853)
Balance at March 31, 2025
15,708 $15 $202,279 $(16,118)$39 $(19,332)$166,883 
The accompanying notes are an integral part of these condensed consolidated financial statements.


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TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three Months Ended March 31,
20262025
Operating Activities:
Net income $506 $459 
Adjustments to net income:
Provision for credit losses1,445 706 
Deferred taxes2 (135)
Stock-based compensation1,663 1,213 
Depreciation271 291 
Gain on sale of business— (53)
Amortization of acquisition-related intangibles2,979 3,053 
Amortization of software development costs3,620 3,071 
Amortization of deferred finance costs101 130 
Non-cash operating lease costs268 269 
Loss on disposal of property and equipment8 — 
Changes in operating assets and liabilities:
Accounts receivable2,591 (3,254)
Financing receivables(79)2,087 
Inventories(335)172 
Prepaid expenses and other assets(217)(1,425)
Accounts payable2,925 281 
Deferred revenue377 (1,197)
Operating lease liabilities(199)(275)
Other liabilities(1,050)(1,550)
Income taxes, net576 1,917 
Net cash provided by operating activities15,452 5,760 
Investing Activities:
Sale of business, net of cash and cash equivalents sold1,000 2,102 
Investment in software development(2,645)(3,976)
Purchase of property and equipment(1,076)(358)
Net cash used in investing activities(2,721)(2,232)
Financing Activities:
Payments of long-term debt principal(875)(875)
Proceeds from revolving line of credit— 1,325 
Payments of revolving line of credit— (4,325)
Treasury stock purchases(1,287)(1,853)
Net cash used in financing activities(2,162)(5,728)
Increase (decrease) in cash and cash equivalents10,569 (2,200)
Cash and cash equivalents at beginning of period24,850 12,324 
Cash and cash equivalents at end of period$35,419 $10,124 
Supplemental disclosure of cash flow information:
Cash paid for interest$2,529 $3,501 
(Refund received) cash paid for income taxes$(535)$2,681 
The accompanying notes are an integral part of these condensed consolidated financial statements.


7






TRUBRIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.     BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and include all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are considered of a normal recurring nature. Quarterly results of operations are not necessarily indicative of annual results.
Certain footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated balance sheet at that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of TruBridge, Inc. (“TruBridge” or the “Company”) for the year ended December 31, 2025 and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Unbilled Accounts Receivable
Unbilled accounts receivable represents services performed but not billed and is included as accounts receivable on the condensed consolidated balance sheets. The Company had $17.6 million and $19.6 million at March 31, 2026 and December 31, 2025, respectively.
Revision of Previously Issued Financial Statements
During the preparation of the consolidated financial statements for the fiscal year ended December 31, 2025, the Company’s management identified immaterial misstatements affecting its previously issued consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023, and the condensed consolidated financial statements for the quarters ended March 31, June 30, and September 30, 2025. These misstatements were related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, filed within the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, in order to recognize such revenues and costs in the appropriate fiscal year.
The Company assessed the materiality of these errors on the prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 (Topic 1M), “Materiality” and SAB No. 108 (Topic 1N), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.” In its assessment, the Company concluded based on quantitative and qualitative analysis that these errors were not material to the Company’s consolidated financial statements for the 2025, 2024, and 2023 fiscal years or any interim periods therein.
Accordingly, the Company made corrections, as disclosed in the table below, to the condensed consolidated financial statements for the three months ended March 31, 2025:
(In thousands)As previously reportedImpact of revisionAs adjusted
Condensed Consolidated Statement of Stockholders’ Equity
Accumulated deficit at December 31, 2024$(14,952)$(1,625)$(16,577)
Total stockholders’ equity at December 31, 2024168,695 (1,625)167,070 


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Subsequent Event
As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2026, the Company entered into an Agreement and Plan of Merger, dated April 23, 2026 (the “Merger Agreement”), with Inventurus Knowledge Solutions, Inc., a Delaware corporation (“IKS”), IKS Next Horizon, Inc., a Delaware corporation and wholly owned subsidiary of IKS (“Merger Sub”), and solely for certain limited purposes as specified therein, Inventurus Knowledge Solutions Limited, an Indian public limited company, providing for the acquisition of the Company by IKS as described below. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of IKS.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, $0.001 par value (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned by IKS, Merger Sub, the Company, or any of their respective wholly-owned subsidiaries, and (ii) shares of Company Common Stock owned by stockholders of the Company who have properly demanded and not withdrawn or otherwise waived or lost such right to appraisal under Delaware law) will be converted into the right to receive $26.25 per share in cash, without interest. Pursuant to the terms of the Merger Agreement, at the Effective Time, equity-based awards outstanding under the Company’s Amended and Restated 2019 Incentive Plan and Second Amended and Restated 2019 Incentive Plan immediately prior to the Effective Time will generally be subject to the treatment set forth in the Merger Agreement.
The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the operation of the business of the Company and its subsidiaries prior to the Effective Time. The consummation of the Merger is subject to various conditions, and the obligation of each party to consummate the Merger is also conditioned on the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions) and the other party’s compliance, in all material respects, with its covenants and agreements under the Merger Agreement. The Company is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for alternative acquisition proposals that constitute Superior Proposals (as defined in the Merger Agreement) or could reasonably be expected to result in a Superior Proposal. Additionally, the Merger Agreement provides for certain customary termination rights of the Company and IKS.
Also on April 23, 2026, concurrently with the execution of the Merger Agreement, the Company entered into a Voting and Support Agreement (each, a “Support Agreement”) with each of (a) L6 Holdings Inc. (“L6”) and Pinetree Capital Ltd. (“Pinetree”) and (b) Ocho Investments LLC (“Ocho” and collectively with L6 and Pinetree, the “Specified Stockholders”), pursuant to which each Specified Stockholder agreed to, among other things, vote their shares of capital stock of the Company in favor of the adoption of the Merger Agreement.
Principles of Consolidation
The condensed consolidated financial statements of TruBridge include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.


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2.     RECENT ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The new standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The new standard is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" (“ASU 2025-06”), which is intended to increase the operability of the recognition guidance considering different methods of software development. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.
In December 2025, the FASB issued ASU No. 2025‑11, “Interim Reporting (Topic 270): Narrow‑Scope Improvements” (“ASU 2025‑11”), which improves the navigability of the required interim disclosures and clarifies when that guidance is applicable. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting ASU 2025-11.
3.     REVENUE RECOGNITION
The Company recognizes revenue at the amount to which it expects to be entitled when control of its products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and the title and the significant risks and rewards of ownership of products or services are transferred to its customers. A performance obligation is a promise to transfer a distinct product or service to the customer and is the unit of accounting for its customer contracts. The transaction price, comprised of variable consideration or fixed fees, or a combination of both, is allocated to each performance obligation for revenue recognition as control is transferred. For the most part, contracts carry an initial term of one to seven years with auto renewal provisions on an annual basis thereafter. In some cases, contracts carry shorter terms, for example, when the customer may terminate for convenience after the initial term with a 30 to 90-day notice period. Customer invoices are generally due within 30 to 60 days from the date of invoice.
Nature of Products and Services and Related Contractual Provisions
•Financial Health
The Company’s Financial Health segment provides various RCM services sold on a modular or comprehensive end-to-end basis, RCM software and related services, and other information technology and related managed services. The Company’s RCM services include accounts receivable management, electronic billing, statement processing, medical coding, claims editing and submission, insurance denials and appeals management, payroll processing, collections, and related analytics and business intelligence reporting, among other services for certain components of the RCM process. RCM services fees may be variable based on a percentage of customer collections each month, variable based on specified rates per unit each month, or at a fixed monthly rate over the term. When not bundled with other Financial Health or Patient Care service offerings, there is a single stand ready performance obligation to provide the applicable RCM services over the contract term, and the related revenue is recognized over time since the customer is simultaneously receiving and consuming the benefits of the service. RCM services revenue related to fixed fees is recognized ratably over the contract term, since the Company is standing ready to provide the services each month and time is the best output measure of performance. Certain RCM services revenue derived from contracts with fees based on a variable rate per unit may be recognized each month as invoiced because they relate specifically to efforts to satisfy the RCM services each month and allocating the variable fees entirely to the monthly services is consistent with the allocation objective when considering all performance obligations and payment terms in the contract. When variable fees (e.g., collections-based fees) do not relate specifically to efforts to satisfy the RCM services, revenue related to the estimated fees is recognized ratably over the contract term, since the Company is standing ready to provide the services each month and time is the best output measure of performance.
The Financial Health segment’s RCM software contracts provide cloud-based access to Software as a Service (“SaaS”) applications, content and related support, transaction processing services, term licenses to software and related services, and implementation services. Contracts that provide RCM SaaS, content and related support, do not grant the customer


10






a right to take possession of the software. Transaction processing services and implementation services are also included in RCM SaaS contracts. Fees for RCM SaaS contracts may be variable based on specified rates per unit each month or quarter, at a fixed price payable monthly, quarterly, or annually over the term, or a combination of both variable and fixed fees. RCM SaaS contract revenue is recognized over time since the customer is simultaneously receiving and consuming the benefits for each of the services in the contract. Revenue related to fixed fees for RCM SaaS, content and related support is recognized ratably over the contract term, since the Company is standing ready to provide the services each month and time is the best output measure of performance. Revenue related to variable RCM SaaS and transaction processing services is generally recognized each month as invoiced because it relates specifically to efforts to satisfy the RCM SaaS and transaction processing performance obligations each month and allocating the variable fees entirely to the monthly services is consistent with the allocation objective when considering all performance obligations and payment terms in the contract. When variable fees do not relate specifically to efforts to satisfy the RCM SaaS and transaction processing services, revenue related to the estimated fees is recognized ratably over the contract term, since the Company is standing ready to provide the services each month and time is the best output measure of performance.
RCM term software licenses are sold with stand ready obligations to maintain compliance with frequent regulatory updates on a when and if available basis, as well as content updates, support, and implementation services. Fees for term software license contracts are generally fixed and payable monthly, quarterly, or annually over the term. The customer has the right to use the RCM software on its own premises in its term license contracts, and the related license and stand ready regulatory update service are considered a single performance obligation that, along with the other stand ready content, support and implementation services, are recognized over time since the customer is simultaneously receiving and consuming the benefits of the software and services in the contract. Revenue for term licenses and regulatory update services, content updates, and support is recognized ratably over the contract term, since the Company is standing ready to provide the services each month and time is the best output measure of performance.
Implementation services related to RCM SaaS and term software licenses include software installation, configuration, training and related activities. Fees for RCM software implementation services are fixed and are invoiced at or near contract execution and/or completion of the services. These implementation services are recognized over time by applying an input measure of progress since the customer simultaneously receives and consumes the benefits of the service.
The Company provides information technology (“IT”) managed services, including provisioning IT environments for its customers and providing the related cloud/hosting services and other related managed services. Fees for IT managed services are generally fixed and due monthly over the contract term. Revenue related to fixed fees for IT managed services is recognized ratably over the contract term, since the Company is standing ready to provide the services each month and time is the best output measure of performance.
•Patient Care
The Company’s Patient Care segment provides software and related services to acute care hospitals and various healthcare organizations. The Patient Care segment’s software contracts provide cloud-based access to SaaS applications, content and related support, perpetual licenses to software and related services, and implementation services. Patient Care contracts that provide SaaS, content and related support do not grant the customer a right to take possession of the software. Implementation services in Patient Care SaaS contracts include software installation, integration, and customization services that are proprietary in nature and are integral to the related performance obligation. The Patient Care SaaS and implementation services are not distinct and are considered a single performance obligation for recognition of the related revenue. Fees for Patient Care SaaS contracts are generally fixed with payments due monthly over the term, and the related revenue is recognized over time since the customer is simultaneously receiving and consuming the benefits for each of the services in the contract. Revenue related to each of the Patient Care SaaS performance obligations is recognized ratably over the contract term since the Company is standing ready to provide the services each month and time is the best output measure of performance.
Patient Care perpetual software licenses, pursuant to which customers take possession of the software, are sold with content updates, support, and implementation services. Implementation services in Patient Care software license contracts include software installation, integration, and customization services that are proprietary in nature and are integral to the related software license. The Patient Care software licenses and implementation services are not distinct and are considered a single performance obligation for recognition of the related revenue. Fees for perpetual software license contracts are generally fixed and payable upon completion of installation for the software license with monthly payments related to content and support services over the term. Revenue allocated to the combined perpetual licenses and implementation services performance obligation is recognized over time by applying an input measure of progress


11






over the implementation period since the customer simultaneously receives and consumes the benefits of the service. Revenue allocated to the stand ready content and support performance obligations is recognized ratably over time since the customer is simultaneously receiving and consuming the benefits of those stand ready services in the contract and time is the best output measure of performance. Revenue allocated to certain “add on” perpetual licenses when the related implementation services are distinct is recognized at a point in time upon transfer to the customer when the software has been made available to the customer and the license term has begun.
For the sale of third-party products and services where the Company obtains control of the products and services before transferring them to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of the third-party products and services, including, but not limited to, evaluating if it can establish the price of the product, whether it retains inventory risk for tangible products, whether it integrates the product or service into its solutions, or whether it has the responsibility for ensuring acceptability of the product or service. For the most part, the Company takes control of the third-party products or services prior to transfer to the customer; however, when it does not, the Company recognizes the related revenue as an agent, net of the costs of those products and services.
The Company’s revenue is recorded net of estimated returns, customer refunds, credits or concessions based on the Company’s expectations and historical experience. The Company excludes from revenue all taxes assessed by a governmental agency that are both imposed on and concurrent with the specific revenue-producing transaction (for example, sales and use taxes). In essence, the Company is reporting these amounts collected on behalf of the applicable government agency on a net basis as though they are acting as an agent. The taxes collected and not yet remitted to the governmental agency are included in accrued expenses in the accompanying condensed consolidated balance sheets.
Significant Judgments
The Company uses a five-step process in determining how revenue is recognized, which requires judgment and estimates. These judgments and estimates include identifying performance obligations in the contract, determining whether the performance obligations are distinct, determining the stand-alone selling prices (“SSPs”) in order to allocate the transaction price to each distinct performance obligation, determining the timing of revenue recognition for distinct performance obligations, and estimating the amount of variable consideration to include in the transaction price.
For contracts with multiple performance obligations, each of which represent promises within a contract that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative SSPs. The Company’s products and services included in its contracts with multiple performance obligations are, for the most part, sold separately at observable prices to similarly situated customers within a sufficiently narrow range to determine the SSP for those products and services.
When observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis to similarly situated customers. Observable prices are not available for the Company’s implementation services, and the Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to that performance obligation, including, when applicable, the estimated cost to provide the performance obligation, margins for similar services sold on a standalone basis by the Company, service-specific business objectives, and competitor or other relevant market pricing and margins.
When pricing is highly variable or uncertain, the Company applies the residual approach to determining SSP by subtracting the SSP of other services from the total transaction price to arrive at the SSP for the performance obligations with highly variable or uncertain pricing. The Company’s Patient Care perpetual and term licenses and the related non-distinct implementation services are never sold separately and are proprietary in nature, and the related selling price of these products and services is highly variable or uncertain. Therefore, the SSP of these products and services is estimated using the residual approach.
For all content update and support services, RCM SaaS and transaction processing services, and RCM software with stand ready regulatory update services, the Company’s performance obligations are only sold in conjunction with other performance obligations that are transferred to the customer over the same time period with the same time-based measure of progress and it is unnecessary to determine the SSP for each performance obligation. Rather, the SSP is determined for the bundle of performance obligations that share those characteristics.
The functionality of certain software licenses is dependent upon the related regulatory compliance and other updates included with these software solutions. Judgment is required to determine whether the software license is considered


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distinct and accounted for separately, or not distinct and accounted for together with the related updates and recognized over time.
Contract Balances
The timing of invoicing to customers often differs from the timing of revenue recognition and these timing differences can result in receivables, contract liabilities (deferred revenue), or contract assets on the Company’s condensed consolidated balance sheets. For contracts that are invoiced in arrears, the Company has an unconditional right to consideration for all products and services transferred to the customer. That unconditional right to consideration is reflected in accounts receivable in the accompanying condensed consolidated balance sheets.
Contract liabilities are reflected in deferred revenue in the accompanying condensed consolidated balance sheets and reflect amounts allocated to performance obligations that have not yet been satisfied related to RCM software with stand ready regulatory updates, Patient Care and RCM SaaS, content updates, and support services. During the three months ended March 31, 2026 and 2025, the Company recognized revenue of $4.3 million and $2.7 million, respectively, that was included in deferred revenue at December 31, 2025 and 2024, respectively. Because the Company’s deferred revenue generally arises from advance payments on a monthly, quarterly, or annual basis, there is no material portion of deferred revenue at each balance sheet date that will not be recognized in revenue within the subsequent year.
Contract assets arise when the Company recognizes revenue for amounts which cannot yet be billed under the terms of the contract with the customer, primarily related to the Company’s RCM services. Because the Company generally is able to invoice contractual fees within a few months of the time that contract assets have been recognized, there is no material portion of contract assets at each balance sheet date that will not be recognized as a receivable or realized in cash within the subsequent year. There are no material contract assets in the condensed consolidated balance sheets at March 31, 2026 and December 31, 2025.
The Company has elected the practical expedient to exclude any financing component from consideration for contracts where, at contract inception, the period between the transfer of products or services and the timing of the related payment is not expected to exceed one year. Because the Company’s contracts generally include monthly, quarterly, or annual fees, or in the case of perpetual or term licenses that are transferred at a point in time, the fees are due in close proximity to the license transfer, the Company has determined that there are no contracts that include a significant financing component.
Variable Consideration
The Company includes variable consideration in its transaction price when there is a basis to reasonably estimate the amount of the fee and it is probable there will not be a significant reversal. These estimates are generally made using the expected value method based on historical experience and are measured at each reporting date. The Company’s otherwise fixed consideration in its customer contracts may vary when performance bonuses and penalties related to service level agreements, refunds or credits are provided, or in connection with certain concessions. Although the Company does not have a recent history of incurring material adjustments to the transaction price for these forms of variable consideration, it has estimated the amount of variable consideration related to these items considering the probability of a significant subsequent reversal of revenue and adjusted the transaction price accordingly.
Some of the Company’s variable fees in its contracts meet the criteria to be recognized each month as invoiced because the variable consideration relates specifically to the Company’s efforts to satisfy the related performance obligation each month and allocating the variable fees entirely to the monthly services is consistent with the allocation objective when considering all performance obligations and payment terms in the contract. However, the majority of the Company’s RCM services do not meet these criteria for direct allocation, and the Company has estimated these variable collections-based fees for recognition as the performance obligation is satisfied, constraining this estimate based on the probability of a significant subsequent reversal of revenue. In estimating and constraining these variable fees, the Company observed that the amount of collections generating the fees 1) was highly susceptible to factors outside the Company’s and customer’s influence, including the actions of third parties and the customer’s local economy and other related business and demographic trends, 2) was not expected to be resolved for a long period of time due to contracts that spanned multiple years in many cases, and 3) contained historical information of limited predictive value.
There was no material revenue recognized for the three months ended March 31, 2026 and 2025 related to changes in estimated variable consideration that existed at March 31, 2026 and 2025. The Company generally does not allow product returns other than under assurance-type warranties, and the Company does not have a substantial history of product returns.


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Remaining Performance Obligations
The Company identifies performance obligations at contract inception so that it can monitor and account for the obligations over the life of the contract. Remaining performance obligations represent the portion of the transaction price in a contract allocated to products and services not yet transferred to the customer. As of March 31, 2026, approximately $173.2 million of revenue is estimated to be recognized in the future from contractual transaction prices allocated to remaining performance obligations.
At March 31, 2026, the Company expects to recognize revenue on approximately 38% of the remaining performance obligations within the next year and 82% during the period one to three years from the balance sheet date, with the remainder recognized thereafter.
The Company has elected not to disclose the value of remaining performance obligations for contracts with variable consideration when the contract qualifies to recognize revenue in an amount for which the Company has the right to invoice or when the variable consideration has been allocated entirely to a wholly unsatisfied performance obligation, including to an unsatisfied performance obligation that includes a distinct product or service that forms part of a series of distinct products or services. In addition, the Company has elected not to disclose the value of remaining performance obligations for contracts with performance obligations that are expected, at contract inception, to be satisfied over a period that does not exceed one year.
Disaggregated Revenue
The Company reports certain disaggregated revenue information in order to depict the timing and manner in which its products and services are transferred to customers and based upon the nature of its products and services, including consideration of how the uncertainty of revenue and cash flow is affected by economic factors. The Company principally operates in a single industry within North America and disaggregates its revenue for each reportable segment based upon the timing and manner in which its products and services are transferred and secondarily based upon the nature of those products and services. The Company’s recurring revenue streams include its RCM services, which are primarily labor-based services under long-term contracts. Its recurring revenue also includes SaaS and related services, including non-distinct term software licenses and support, generally provided under long-term contracts and the related renewals thereof. The Company’s non-recurring revenue streams include revenue from perpetual software licenses and the related non-distinct implementation services, implementation services across all of its software solutions, and other professional services. This non-recurring revenue is generally recognized within a year of the execution of the related customer contract.


14






A summary of the Company’s revenue disaggregated based on these considerations is as follows for the three months ended March 31, 2026 and 2025:
(In thousands)Three Months Ended March 31, 2026Three months ended March 31, 2025
Recurring revenue
Financial Health
RCM services$39,818 $42,421 
Medical coding technology and services9,344 9,399 
Hosting and other services3,159 3,443 
Patient Care
Support and related services17,675 17,319 
SaaS10,874 9,388 
Total$80,870 $81,970 
Non-recurring revenue
Financial Health
Consulting and other services$953 $870 
Patient Care
Software system licenses and related services3,500 3,993 
Professional services and other948 375 
Total$5,401 $5,238 
Total Revenue$86,271 $87,208 
Customer Contract Costs
The Company capitalizes incremental costs to obtain a contract with a customer if it expects to recover those costs. The incremental costs to obtain a contract are those that the Company incurs to obtain a contract with a customer that it would not have otherwise incurred if the contract were not obtained (e.g., a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all of the following criteria:
•The costs relate directly to a contract or anticipated contract that can be specifically identified.
•The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future.
•The costs are expected to be recovered.
Sales commissions incurred by the Company across all of its major revenue streams were generally determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the estimated economic benefit period. For these sales commissions that are incremental costs to obtain the related contracts where the period of amortization would have been recognized over a period that is one year or less, the Company elected the practical expedient to expense those costs as incurred. Commission costs that are deferred are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid expenses and other current assets and other assets, net of current portion, respectively, in the accompanying condensed consolidated balance sheets. The carrying amounts of deferred commissions at March 31, 2026 and December 31, 2025 were approximately $11.4 million and $11.7 million, respectively, of which $3.4 million and $3.4 million is current, respectively.
Qualifying fulfillment costs related to certain upfront costs incurred in RCM services and Patient Care SaaS contracts are capitalized. These capitalized fulfillment costs are deferred and amortized ratably over an estimated economic benefit period of five years. Fulfillment costs that meet the criteria for capitalization are classified as current or non-current assets based on the timing of when the Company expects to recognize the expense and are included in prepaid expenses and other current assets and other assets, net of current portion, respectively, in the accompanying condensed consolidated balance


15






sheets. The carrying amounts of deferred fulfillment costs at March 31, 2026 and December 31, 2025 were approximately $1.0 million and $1.1 million, respectively.
Amortization of contract costs for the three months ended March 31, 2026, and 2025 was $1.3 million and $1.9 million, respectively. No impairment losses related to contract costs were recognized for the three months ended March 31, 2026, and 2025.
4. PROPERTY AND EQUIPMENT
Property and equipment, net was comprised of the following at March 31, 2026 and December 31, 2025:
(In thousands)March 31,
2026		December 31, 2025
Buildings and improvements$52 $52 
Computer equipment12,125 11,855 
Leasehold improvements246 246 
Office furniture and fixtures109 530 
Construction in progress928 381 
Automobiles18 18 
Property and equipment, gross13,478 13,082 
Less: accumulated depreciation(10,296)(10,606)
Property and equipment, net$3,182 $2,476 
Assets Held for Sale
ASC Topic 360-10, Property, Plant and Equipment — Overall, requires a long-lived asset to be classified as “held for sale” in the period in which certain criteria are met. The Company classifies real estate assets as held for sale after the following conditions have been satisfied: (1) management, having the appropriate authority, commits to a plan to sell the asset, (2) the asset is available for immediate sale in its present condition, (3) the Company has initiated an active program to sell the asset, (4) it is probable the sale of the asset will be completed within one year, and (5) it is unlikely the plan to sell the asset will change.
During the fourth quarter of 2024, the Company committed to a plan to sell land and a building located in Mobile, Alabama and determined the assets met the criteria for classification as held for sale as of December 31, 2024. As of each of March 31, 2026 and December 31, 2025, the Company recorded the assets held for sale at their fair value of $0.4 million, which equals the estimated fair value less costs to sell the property of $0.1 million, which is included in “Assets held for sale” in the accompanying condensed consolidated balance sheets. On April 9, 2025, the Company sold the building and a portion of the land for $0.3 million. Prior to the sale, the carrying value of the assets sold included in “Assets held for sale” was $0.2 million. The remaining unsold land has an estimated fair value of approximately $0.4 million.
5. SOFTWARE DEVELOPMENT
Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software and ASC 985-20, Costs of Software to be Sold, Leased, or Marketed.
For software intended for internal use, software development costs are capitalized in accordance with ASC 350-40, Internal-Use Software. Software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. Direct costs related to application development activities that are probable to result in additional functionality are capitalized.
For software intended for external customers, costs incurred before technological feasibility are expensed as research and development. Costs incurred after technological feasibility and before the product is available for general release to customers are capitalized in accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed.
The Company amortizes capitalized software values on a straight-line basis over their estimated useful life of five years. If the actual useful life of the asset is determined to be shorter than our estimated useful life, we will amortize the remaining book value over the remaining actual useful life, or the asset may be deemed to be impaired and, accordingly, a write-down of the value of the asset may be recorded as a charge to earnings. Amortization begins when the computer software is ready for its intended use.


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Software development costs, net were comprised of the following at March 31, 2026 and December 31, 2025:
(In thousands)March 31,
2026		December 31, 2025
Software development costs$80,316 $77,671 
Less: accumulated amortization(39,029)(35,409)
Software development costs, net$41,287 $42,262 

6.     OTHER ACCRUED LIABILITIES
Other accrued liabilities were comprised of the following at March 31, 2026 and December 31, 2025:
(In thousands)March 31,
2026		December 31, 2025
Salaries and benefits$9,097 $9,753 
Severance1,712 2,444 
Commissions738 594 
Operating lease liabilities, current portion1,590 772 
Contingent consideration5,000 5,000 
Other1,904 2,131 
Other accrued liabilities$20,041 $20,694 

The Company has implemented certain cost savings initiatives and, as a result, incurred approximately $1.0 million of severance costs during the three months ended March 31, 2026, as compared to $0.4 million during the three months ended March 31, 2025. These costs were included in general and administrative expenses in the unaudited condensed consolidated statements of operations. During the three months ended March 31, 2026, the Company paid severance of $1.7 million, as compared to $1.1 million during the three months ended March 31, 2025.

7.     NET INCOME PER SHARE
The Company presents basic and diluted earnings per share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all dilutive potential common shares, including awards under stock-based compensation arrangements.
The Company's unvested restricted stock awards (see Note 9 - Stock-Based Compensation and Equity) are considered participating securities under ASC 260, Earnings Per Share, because they entitle holders to non-forfeitable rights to dividends until the awards vest or are forfeited. When a company has a security that qualifies as a “participating security,” ASC 260 requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to common stockholders, income is allocated to both common stock and participating securities based on their respective weighted average shares outstanding for the period, with net income attributable to common stockholders ultimately equaling net income less net income attributable to participating securities. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method.


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The following is a calculation of the basic and diluted EPS for the Company's common stock, including a reconciliation between net income and net income attributable to common stockholders:
Three Months Ended March 31,
(In thousands, except per share data)20262025
Net income$506 $459 
Less: Net income attributable to participating securities(14)(17)
Net income attributable to common stockholders$492 $442 
Weighted average shares outstanding used in basic per common share computations14,565 14,370 
Add: Dilutive potential common shares— — 
Weighted average shares outstanding used in diluted per common share computations14,565 14,370 
Basic EPS$0.03 $0.03 
Diluted EPS$0.03 $0.03 
During 2024 and 2025, performance share awards were granted to certain executive officers and key employees of the Company that will result in the issuance of common stock if the predefined performance criteria are met. The awards provide for an aggregate target of 342,955 shares, of which none have been included in the calculation of diluted EPS for the three months ended March 31, 2026, because the related threshold award performance levels have not been achieved as of March 31, 2026. See Note 9 - Stock-Based Compensation and Equity for more information.

8.     INCOME TAXES
Effective tax rate
The Company determines the tax provision for interim periods using an estimate of our annual effective tax rate ("ETR") adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, we update our estimate of the annual ETR, and if our estimated annual ETR changes, we make a cumulative adjustment. If a reliable estimate of the annual ETR cannot be made, the actual ETR for the year to date may be the best estimate of the annual ETR.
The Company recognized $0.1 million of income tax expense for the three months ended March 31, 2026. On July 4, 2025, H.R. 1, or the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The OBBBA reduced the Company’s 2026 expected current tax liability as a result of the ability to deduct domestic research and development expenses.
Our estimated annual ETR, including discrete items, for the three months ended March 31, 2026, was 13.1% compared to 90.7% for the three months ended March 31, 2025. The primary contributing factors to the difference between the estimated annual ETR for the three months ended March 31, 2026 of 13.1% and the statutory tax rate of 21%, are state taxes, R&D federal tax credit, and the decrease in valuation allowance.
Valuation allowance                                                                
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ending March 31, 2026. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.                    
The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are adjusted, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for future growth.
9.   STOCK-BASED COMPENSATION AND EQUITY
Stock-based compensation expense is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employees’ or non-employee directors’ requisite service period.


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During the three months ended March 31, 2026, the Company recorded $0.1 million in net incremental stock-based compensation expense as a result of modifications of equity awards. There was no incremental stock-based compensation expense for the three months ended March 31, 2025. These modifications extended the vesting period of equity awards which otherwise would have been forfeited by twelve to eighteen months requiring no additional service performance from these individuals, other than compliance with certain restrictive covenants.
As of December 31, 2025, the performance metrics applicable to both the 2025 and 2024 performance share awards were deemed probable of achievement resulting in expense recognition of 200% of the grant date fair value. The Company recorded incremental compensation expense of $0.1 million for the three months ended March 31, 2026 related to these performance share awards.
The following table details total stock-based compensation expense for the three months ended March 31, 2026 and 2025, included in the condensed consolidated statements of operations:
Three Months Ended March 31,
(In thousands)20262025
Costs of revenue (exclusive of amortization and depreciation)$125 $199 
Other expenses (including G&A, S&M, and product development)1,538 1,014 
Pre-tax stock-based compensation expense1,663 1,213 
Less: income tax effect— (255)
Net stock-based compensation expense$1,663 $958 
The Company's stock-based compensation awards are in the form of restricted stock and performance share awards granted pursuant to the Company's Second Amended and Restated 2019 Incentive Plan (the "Plan"). As of March 31, 2026, there was $7.7 million of unrecognized compensation expense related to unvested and unearned, as applicable, stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted-average period of 1.6 years.
From and after the effective time of the proposed Merger, the Company’s common stock will no longer be outstanding, and the various equity awards outstanding immediately prior to the effective time of the proposed Merger will be subject to the treatment set forth in the Merger Agreement.
Restricted Stock
The Company grants restricted stock to executive officers, certain key employees and non-employee directors under the Plan with the fair value of the awards representing the fair value of the common stock on the date the restricted stock is granted. During the vesting period, recipients of restricted stock are entitled to dividends and possess voting rights. 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.
A summary of restricted stock activity under the Plan during the three months ended March 31, 2026 is as follows:
Three Months Ended March 31, 2026
SharesWeighted-Average
Grant Date
Fair Value Per Share
Unvested restricted stock outstanding at beginning of period455,609 $22.56 
Granted— — 
Vested(253,638)18.96 
Forfeited(8,318)17.38 
Unvested restricted stock outstanding at end of period193,653 $18.58 



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Performance Share Awards
The Company grants performance share awards to executive officers and certain key employees under the Plan. The vesting of the awards is contingent upon the Company’s achievement of performance goals predetermined by the Compensation Committee of the Board of Directors at the time the award is issued, which is considered a performance condition. Compensation expense for the performance share awards is recognized based on management’s current expectation of achievement of the cumulative adjusted operating cash flows performance condition, using the grant-date fair value that incorporates the total shareholder return ("TSR") market condition. The Company reassesses the expected payout each reporting period and records any cumulative catch-up (true-up or true-down) adjustments in the period of change; previously recognized compensation cost is reversed if the requisite service is not completed or if the cumulative adjusted operating cash flows payout is ultimately determined to be zero. At the end of a three-year performance period, the number of shares of common stock earned and issuable under each performance share award will be determined based on the achievement of the performance conditions outlined in the award. The awards will be cancelled if none of the performance conditions are met at the end of the performance period.
The number of shares of common stock issued under the awards will be dependent upon which level of the performance objective is met, as defined by the terms of the award. In the event that the Company's financial performance meets the predetermined targets for the performance objectives of the performance share awards, the Company will issue each award recipient the number of shares of common stock equal to the target award specified in the individual's underlying performance share award agreement. In the event the financial results of the Company exceed the predetermined targets, additional shares up to the maximum award may be issued. In the event the financial results of the Company fall below the predetermined targets, a reduced number of shares may be issued. If the financial results of the Company fall below the minimum threshold performance levels, no shares may be issued. Additionally, if the Company meets the performance condition for vesting, the number of shares of common stock issuable will be further adjusted based on the Company’s TSR, as defined in the award agreement, compared to a small-cap market index. This is considered a market condition as it is dependent upon the Company’s performance as compared to market results.
The recipients of performance share awards do not receive dividends or possess voting rights during the performance period and, accordingly, the fair value of the performance share awards is the quoted market value of TruBridge’s common stock on the grant date less the present value of the expected dividends not received during the relevant period.
The TSR performance metric described above meets the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of this market condition, which is recognized ratably over the three-year performance period.
Expense related to performance share awards is recognized using straight-line amortization over the three-year performance period based on the estimated achievement of the Company-specific performance goals assessed each reporting period. In the event the Company determines it is no longer probable that the minimum performance level will be achieved, all previously recognized compensation expense related to the applicable awards is reversed in the period such a determination is made.
A summary of performance share award activity under the Plan during the three months ended March 31, 2026 is as follows, based on the target award amounts set forth in the performance share award agreements:
Three Months Ended March 31, 2026
SharesWeighted-Average
Grant Date
Fair Value Per Share
Performance share awards outstanding at beginning of period460,931 $25.10 
Granted— — 
Forfeited or unearned(117,976)30.57 
Performance share awards outstanding at end of period342,955 $16.96 
Stock Repurchases
We repurchased 72,869 and 65,787 shares during the three months ended March 31, 2026 and 2025, respectively, to fund


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required tax withholdings related to the vesting of shares of restricted stock.
Common Stock Rights Agreement
On March 26, 2024, the Company’s Board of Directors declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock. The dividend was paid to the stockholders of record at the close of business on April 4, 2024. The complete description and terms of the Rights are set forth in the Rights Agreement, dated as of March 26, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent, as amended by the Amendment to the Rights Agreement dated as of April 22, 2024 (as amended, the “Rights Agreement”).
Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one half of a share of common stock, at an exercise price of $28.00 for each one half of a share of common stock (equivalent to $56.00 for each whole share of common stock), subject to certain adjustments.
The Company analyzed the terms governing the Rights under ASC 480, Distinguishing Liabilities from Equity, and concluded that the Rights were a freestanding financial instrument that qualified for liability classification. Specifically, the provisions within the Rights Agreement provided for scenarios outside of the Company’s control that could require the Company to settle a portion of the Rights in cash, rather than in shares of common stock.
On February 11, 2025, the Company and Computershare Trust Company, N.A. entered into the Second Amendment to the Rights Agreement. The amendment terminated the Rights Agreement by accelerating the expiration of the Rights to February 12, 2025. At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company’s issued and outstanding common stock, par value $0.001, pursuant to the Rights Agreement, expired.
The Rights were only exercisable upon the occurrence of certain events, which did not occur prior to the Rights expiring during the first quarter of 2025.
10.   FINANCING RECEIVABLES
Short-Term Payment Plans
The Company provided fixed monthly payment arrangements ("short-term payment plans") over terms ranging from three to twelve months for certain add-on software installations. As a practical expedient, we do not adjust the amount of consideration recognized as revenue for the financing component as unearned income when we expect payment within one year or less. These receivables, included in the current portion of financing receivables, were comprised of the following at March 31, 2026 and December 31, 2025:
(In thousands)March 31,
2026		December 31, 2025
Short-term payment plans, gross$689 $1,293 
Less: allowance for credit losses(34)(65)
Short-term payment plans, net$655 $1,228 
Long-Term Financing Arrangements
The Company provided financing for purchases of its information and patient care solutions to certain healthcare providers under long-term financing arrangements expiring in various years through 2028. Under long-term financing arrangements, the transaction price is adjusted by a discount rate that reflects market conditions that would be used for a separate financing transaction between the Company and licensee at contract inception, and takes into account the credit characteristics of the licensee and market interest rates as of the date of the agreement. As such, the amount of fixed fee revenue recognized at the beginning of the license term will be reduced by the calculated financing component. As payments are received from the licensee, the Company recognizes a portion of the financing component as interest income, reported as other income in the condensed consolidated statements of operations. These receivables typically have terms from two to seven years.


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The components of these receivables were as follows at March 31, 2026 and December 31, 2025:
(In thousands)March 31,
2026		December 31, 2025
Long-term financing arrangements, gross$3,275 $2,591 
Less: allowance for credit losses(799)(797)
Less: unearned income(92)(91)
Long-term financing arrangements, net$2,384 $1,703 
Future minimum payments to be received subsequent to March 31, 2026 are as follows:
(In thousands)
Years Ending December 31,
2026 (remaining nine months)$2,004 
20271,117 
2028154 
Total minimum payments to be received3,275 
Less: allowance for credit losses(799)
Less: unearned income(92)
Long-term financing arrangements, net$2,384 
Credit Quality of Financing Receivables and Allowance for Credit Losses
The following table is a rollforward of the allowance for credit losses for the three months ended March 31, 2026 and year ended December 31, 2025:
(In thousands)Balance at Beginning of Period
Change in Provision
(Charge-offs)Miscellaneous AdjustmentsSale of AHTBalance at End of Period
March 31, 2026$862 $(29)$— $— $— $833 
December 31, 2025$438 $365 $— $59 $— $862 
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 rural and community hospitals. The Company evaluates the credit quality of its financing receivables based on a combination of factors, including, but not limited to, customer collection experience, current and future economic conditions, the customer’s financial condition, and known risk characteristics impacting the respective customer base of hospitals, the most notable of which relate to enacted and potential changes in Medicare and Medicaid reimbursement rates as hospitals typically generate a significant portion of their revenues and related cash flows from beneficiaries of these programs. In addition to specific account identification, the Company utilizes historical collection experience to establish the allowance for expected credit losses. Financing receivables are written off only after the Company has exhausted all collection efforts.
Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms. To facilitate customer collection and credit monitoring efforts, financing receivable amounts are invoiced and reclassified to trade accounts receivable when they become due, with all invoiced amounts placed on non-accrual status. As a result, all past due amounts related to the Company’s financing receivables are included in accounts receivable in the accompanying condensed 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 March 31, 2026 and December 31, 2025:
(In thousands)1 to 90 Days Past Due91 to 180 Days Past Due181 + Days Past DueTotal Past Due
March 31, 2026$377 $116 $297 $790 
December 31, 2025$935 $298 $1,002 $2,235 
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


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arrangements are applied to the already outstanding invoices beginning with the oldest outstanding invoices as the payments are received.
Because amounts are reclassified to accounts receivable when they become due, there are no past due amounts included within current portion of financing receivables, net or financing receivables, less current portion in the accompanying condensed 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) based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable:
(In thousands)March 31,
2026		December 31, 2025
Stratification of uninvoiced client financing receivables based on aging of related trade accounts receivable:
Uninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past Due$1,140 $1,201 
Uninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past Due
828 458 
Uninvoiced client financing receivables related to trade accounts receivable that are 181 + Days Past Due
965 841 
Total uninvoiced client financing receivables balances of clients with a trade accounts receivable$2,933 $2,500 
Total uninvoiced client financing receivables of clients with no related trade accounts receivable250 — 
Total financing receivables with contractual maturities of one year or less689 1,293 
Less: allowance for credit losses(833)(862)
Total financing receivables$3,039 $2,931 

11. INTANGIBLE ASSETS AND GOODWILL
The following tables summarize the gross carrying amounts, accumulated amortization and accumulated impairment of identifiable intangible assets with definite lives by major class as of March 31, 2026 and December 31, 2025:
March 31, 2026
(In thousands)Customer RelationshipsTrademarkDeveloped TechnologyNon-Compete AgreementsTotal
Gross carrying amount$116,470 $7,720 $31,900 $1,620 $157,710 
Accumulated amortization (62,308)(5,378)(24,893)(1,251)(93,830)
Accumulated impairment— (2,342)— — (2,342)
Net intangible assets as of March 31, 2026
$54,162 $— $7,007 $369 $61,538 
December 31, 2025
(In thousands)Customer RelationshipsTrademarkDeveloped TechnologyNon-Compete AgreementsTotal
Gross carrying amount$116,470 $7,720 $31,900 $1,620 $157,710 
Accumulated amortization(59,898)(5,378)(24,404)(1,171)(90,851)
Accumulated impairment— (2,342)— — (2,342)
Net intangible assets as of December 31, 2025
$56,572 $— $7,496 $449 $64,517 


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The following table represents the remaining amortization of definite-lived intangible assets as of March 31, 2026:
(In thousands)
For the year ended December 31,
2026 (remaining nine months)$8,538 
202710,496 
202810,203 
202910,095 
20306,676 
Thereafter15,530 
Total$61,538 
The following table sets forth the change in the gross and carrying value of our goodwill balances by reportable segment as of December 31, 2025 and March 31, 2026:
(In thousands)Financial HealthPatient CareTotal
Gross value at December 31, 2025
$79,748 $128,738 $208,486 
Accumulated impairment— (35,913)(35,913)
Carrying value at December 31, 202579,748 92,825 172,573 
Gross value at March 31, 2026
79,748 128,738 208,486 
Accumulated impairment— (35,913)(35,913)
Carrying value as of March 31, 2026
$79,748 $92,825 $172,573 
Goodwill is evaluated for impairment annually on October 1, or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist.


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12. LONG-TERM DEBT
Long-term debt was comprised of the following at March 31, 2026 and December 31, 2025:
(In thousands)March 31,
2026		December 31, 2025
Term loan facility$68,250 $69,125 
Revolving credit facility97,500 97,500 
Debt obligations165,750 166,625 
Less: unamortized debt issuance costs(1,898)(2,000)
Debt obligation, net163,852 164,625 
Less: current portion(3,384)(3,384)
Long-term debt$160,468 $161,241 
As of March 31, 2026, the carrying value of debt approximated the fair value due to the variable interest rate, which, in our opinion, reflected the market rate. The interest rate for the outstanding debt under our term loan facility and revolving credit facility as of March 31, 2026 was 5.95%.
Credit Agreement
In conjunction with our acquisition of Healthland Holding Inc. in January 2016, we entered into a syndicated credit agreement with Regions Bank ("Regions") serving as administrative agent, which provided for a $125 million term loan facility and a $50 million revolving credit facility. On June 16, 2020, we entered into an Amended and Restated Credit Agreement that increased the aggregate principal amount of our credit facilities to $185 million, including a $75 million term loan facility and a $110 million revolving credit facility. On May 2, 2022, we entered into a First Amendment (the "First Amendment") to the Amended and Restated Credit Agreement that increased the aggregate principal amount of our credit facilities to $230 million, which included a $70 million term loan facility and a $160 million revolving credit facility. There are no limitations on borrowing under the revolving credit facility other than that, as of the date of borrowing, there cannot be an ongoing event of default and there cannot be an event of default that would result from a new credit extension. In addition, the interest rate provisions of the First Amendment reflect the transition from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as the new benchmark interest rate for each loan. On November 25, 2025, we entered into a further Amended and Restated Credit Agreement (the “Amended Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended Credit Agreement) that increased the aggregate principal amount of our credit facilities to $250 million, including a $70 million term loan facility and a $180 million revolving credit facility. The Amended Credit Agreement provides incremental facility capacity of $75 million, subject to certain conditions.
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 Term SOFR rate for the relevant interest period, subject to a floor of 0.0%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin for SOFR loans and the letter of credit fee ranges from 1.5% to 3.0%. The applicable margin for base rate loans ranges from 0.5% to 2.0%, in each case based on the Company's consolidated net leverage ratio. The Amended Credit Agreement removed the “SOFR Adjustment” that had been included in the Term SOFR calculation.
The term loan and revolving credit facilities mature on November 25, 2030. The term loan facility requires quarterly principal payments of approximately $0.9 million beginning December 31, 2025 through September 30, 2030. Any principal outstanding under the revolving credit facility is due and payable on the maturity date.


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Anticipated annual future maturities of the term loan facility and revolving credit facility are as follows as of March 31, 2026:
(In thousands)
2026 (remaining nine months)$2,625 
20273,500 
20283,500 
20293,500 
2030152,625 
Thereafter— 
$165,750 
Our obligations under the Amended Credit Agreement are secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of November 25, 2025, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors.
The Amended 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 consolidated fixed charge coverage ratio and consolidated net leverage ratio described below); enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with affiliates; and materially alter the business we conduct. The Amended Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default.
Under the Amended Credit Agreement, the Company is required to maintain a minimum consolidated fixed charge coverage ratio of 1.25:1:00, to be measured as of the end of the fiscal quarter.
Also under the Amended Credit Agreement, the Company is required to comply with a maximum consolidated net leverage ratio of (i) 3.75:1.00 as of the fiscal quarters ending December 31, 2025 through September 30, 2026 and (ii) 3.50:1:00 as of the fiscal quarters ending December 31, 2026 and thereafter, to be measured as of the end of each fiscal quarter. In connection with any acquisition by the Company exceeding $25 million, the Company may elect to increase the maximum permitted consolidated net leverage ratio for the fiscal quarter in which the acquisition occurs and each of the following three fiscal quarters by 0.50:1.00 above the otherwise permitted maximum. The Company is permitted to voluntarily prepay the credit facilities at any time without penalty, subject to customary “breakage” costs with respect to prepayments of SOFR rate loans made on a day other than the last day of any applicable interest period. The Amended Credit Agreement includes several standard mandatory prepayment requirements, including the following: (i) if revolving borrowings, letters of credit, or swingline loans exceed their respective limits, the excess must be repaid immediately; (ii) the Company must prepay 100% of net cash proceeds from asset sales or involuntary losses that exceed $2.5 million in a year, unless those proceeds are reinvested in property useful in the Company’s business within 365 days; (iii) 100% of net proceeds from new debt must be prepaid; and (iv) 50% of net proceeds from equity transactions must be prepaid unless the Company’s most recent consolidated net leverage ratio is 3.25:1.0 or lower, in which case the equity‑related prepayment is not required.
13.   OPERATING LEASES
The Company leases office space in various locations in Alabama and India. These leases have terms expiring from 2026 through 2029 but contain optional extension terms. During the three months ended March 31, 2026, the Company commenced a new 36 month term operating lease in India and recognized a non-cash right of use asset of $2.7 million in exchange for the lease obligation.


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Supplemental balance sheet information related to operating leases was as follows:
(In thousands)March 31,
2026		December 31,
2025
Operating lease right-of-use assets:
Operating lease right-of-use assets$4,427 $2,010 
Operating lease liabilities:
Other accrued liabilities1,590772
Operating lease liabilities, less current portion3,015 1,346 
Total operating lease liabilities$4,605 $2,118 
Weighted average remaining lease term in years2.82.9
Weighted average discount rate5.1%3.9%
Because our leases do not provide a readily determinable 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. The incremental borrowing rate is the estimated rate incurred to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. We used the incremental borrowing rate on January 1, 2019, for operating leases that commenced prior to that date.
The future minimum lease payments under these operating leases subsequent to March 31, 2026 are as follows:
(In thousands)
2026 (remaining nine months)$1,327 
20271,756 
20281,551 
2029322 
Total lease payments4,956 
Less imputed interest(351)
Total$4,605 
Total lease expense for the three months ended March 31, 2026 and 2025 was $0.3 million and $0.3 million, respectively.
Total cash paid for amounts included in the measurement of lease liabilities within operating cash flows from operating leases for the three months ended March 31, 2026 and 2025 was $0.2 million and $0.3 million, respectively.

14.  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 condensed consolidated financial statements.
On February 13, 2026, VG Sellers, Inc. (the "Seller") brought a civil action in the Delaware Chancery Court against Company alleging breaches of the Securities Purchase Agreement (the "SPA") governing the Company’s acquisition of Viewgol, LLC in October 2023 (the "Viewgol Acquisition"). Among other claims, the Seller alleges that it is entitled to an additional payment of up to $31.5 million pursuant to the earnout provisions set forth in the SPA, based on the Seller's assertion that Viewgol, LLC achieved certain financial targets for the year ended December 31, 2024 (such payment, the "2024 Earnout Payment"). The Company believes that the Seller is not entitled to any portion of the 2024 Earnout Payment. On March 10, 2026, the Company filed its Answer to Seller’s Complaint and filed Counterclaims against Seller that, among other things, seek a declaration that Seller is not entitled to any portion of the 2024 Earnout Payment; assert a claim against the Seller’s former owners for breach of the SPA; and seek compensatory damages and other remedies as a result of wrongdoing by Seller and its former owners. At December 31, 2025, the Company accrued $5.0 million associated with the resolution of this matter. It is reasonably possible that the estimate will change in the near term and the effect of the change could be material and therefore we can provide no assurance as to the scope and outcome of these matters.



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15.  FAIR VALUE
FASB Codification topic, Fair Value Measurement, 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 in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (that is an exit price), regardless of whether that price is directly observable or estimated using another valuation technique. The Codification 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 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.
The Company believes that the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and current portion of long-term debt approximate their fair value due to their short-term nature.
As of March 31, 2026, we estimated the fair value of contingent consideration that represents a potential earnout payment to Viewgol’s former equity holders based on information available to management as of the reporting date. Refer to Note 14 of the condensed consolidated financial statements included herein for additional detail regarding contingent consideration. We did not have any other instruments that required fair value measurement as of March 31, 2026.
The following table summarizes the carrying amount and fair value of the contingent consideration at March 31, 2026:
Fair Value at March 31, 2026 Using
(In thousands)Carrying Amount at March 31, 2026Quoted Price in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Description
Contingent consideration$5,000 $— $— $5,000 
Total$5,000 $— $— $5,000 

The following table summarizes the carrying amount and fair value of the contingent consideration at December 31, 2025:
Fair Value at December 31, 2025 Using
(In thousands)Carrying Amount at December 31, 2025Quoted Price in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Description
Contingent consideration$5,000 $— $— $5,000 
Total$5,000 $— $— $5,000 


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16.  SEGMENT REPORTING
Our chief operating decision maker (“CODM”) utilizes two operating segments, “Financial Health” and “Patient Care,” based on our two distinct business units with unique market dynamics and opportunities. They represent the components of the Company for which separate financial information is available and is utilized on a regular basis by the CODM in assessing segment performance and in allocating the Company’s resources.
The Company’s CODM is its Chief Executive Officer. The CODM uses revenues and Adjusted EBITDA to assess the performance of and allocate resources to each of the reportable segments during the annual budgeting and forecasting process. The significant expenses regularly reviewed by the CODM include costs of revenues, product development, sales and marketing, and general and administrative expenses. Monthly, the CODM considers forecast-to-actual variances for each of these performance measures to assess the performance of each segment. The CODM believes Adjusted EBITDA is a useful measure to assess the performance and liquidity of the Company, as it provides meaningful operating results by excluding the effects of expenses that are not reflective of the Company’s operating business performance. Accounting policies for each of the reportable segments are the same as those used on a consolidated basis.
“Adjusted EBITDA” consists of GAAP net income as reported and adjusts for (i) depreciation expense; (ii) amortization of software development costs; (iii) amortization of acquisition-related intangibles; (iv) stock-based compensation; (v) severance and other non-recurring charges; (vi) interest expense and other income; (vii) gain on sale of AHT; (viii) loss on disposal of property and equipment; and (ix) the provision for income taxes. There are no intersegment revenues to be eliminated in computing segment revenue.
The CODM does not evaluate operating segments nor make decisions regarding operating segments based on assets. Consequently, we do not disclose total assets by reportable segment.


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The following table presents a summary of the revenues and Adjusted EBITDA of our two operating segments for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
(In thousands)20262025
Revenues:
Financial Health$53,274 $56,133 
Patient Care32,997 31,075 
Total revenues86,271 87,208 
Less:
Financial Health expenses:
Cost of revenues (excluding amortization and depreciation and stock-based compensation expense)$27,144 $27,073 
Product development (excluding stock-based compensation)3,061 3,109 
Sales and marketing (excluding stock-based compensation)3,644 3,830 
General and administrative expenses (excluding stock-based compensation)11,763 10,840 
Total Financial Health expenses$45,612 $44,852 
Patient Care expenses:
Cost of revenues (excluding amortization and depreciation and stock-based compensation expense)$11,080 $12,241 
Product development (excluding stock-based compensation)4,263 4,930 
Sales and marketing (excluding stock-based compensation)2,597 1,395 
General and administrative expenses (excluding stock-based compensation)6,245 5,559 
Total Patient Care expenses$24,185 $24,125 
Total segment expenses$69,797 $68,977 
Adjusted EBITDA by segment:
Financial Health7,662 11,281 
Patient Care8,812 6,950 
Total Adjusted EBITDA$16,474 $18,231 

The following table reconciles Adjusted EBITDA to income before taxes:
Three Months Ended March 31,
(In thousands)20262025
Total Adjusted EBITDA$16,474 $18,231 
Less:
Interest expense and other income2,468 3,291 
Depreciation expense271 291 
Amortization of software development costs3,620 3,071 
Amortization of acquisition-related intangibles2,979 3,053 
Stock-based compensation1,663 1,213 
Severance and other non-recurring charges4,883 2,443 
Loss on disposal of property and equipment8 — 
Gain on sale of AHT— (53)
Income before taxes$582 $4,922 


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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations is intended to be read together with the unaudited condensed consolidated financial statements and related notes appearing elsewhere herein.
This discussion and analysis contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified generally by the use of forward-looking terminology and words such as "expects," "anticipates," "estimates," "believes," "intends," "plans," "potential," "may," "continue," "should," "will" and words of comparable meaning. Without limiting the generality of the preceding statement, all statements in this report relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and future financial results are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-looking statements. These risks include:

Risks Related to the Proposed Merger
•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
•the risk that the Company’s stockholders may not approve the proposed Merger;
•the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated;
•risks that any of the other closing conditions to the proposed Merger may not be satisfied in a timely manner, including approval by the shareholders of Inventurus Knowledge Solutions Limited, an Indian public limited company (“TopCo”), as may be necessary in connection with the debt financing for the transaction;
•risks related to the satisfaction of the conditions to funding, finalization of the financing documentation and the consummation of the financing contemplated for the proposed transaction;
•risks related to financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates;
•risks related to potential litigation brought in connection with the proposed transaction;
•risks related to disruption of management’s time from ongoing business operations due to the proposed transaction;
•effects of the announcement, pendency or completion of the proposed transaction on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with suppliers and partners, and on the Company’s operating results and businesses generally;
•the effect of the restrictions placed on the Company’s business activities during the pendency of the proposed transaction;
•the significant amount of the costs, fees, expenses and other charges in connection with the proposed transaction;
•provisions in the Merger Agreement that could discourage or deter potential competing offers for the Company;
•risks related to the potential impact of general economic, geopolitical and market factors on the parties or the proposed transaction;
•risks of the completion of the proposed transaction, including a fixed price to be received by stockholders that will not be adjusted for changes in the Company’s outlook or financial results, federal income taxes for stockholders, or that stockholders will forgo any additional long-term value of the Company;

Risks Related to Our Industry
•saturation of our target market and hospital consolidations;
•unfavorable economic or market conditions that may cause a decline in spending for information technology and services;
•significant legislative and regulatory uncertainty in the healthcare industry;
•exposure to liability for failure to comply with regulatory requirements;

Risks Related to Our Business
•transition to a subscription-based recurring revenue model and modernization of our technology;
•competition with companies that have greater financial, technical and marketing resources than we have;
•potential future acquisitions that may be expensive, time consuming, and subject to other inherent risks;
•our ability to attract and retain qualified personnel in a global workforce;


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•disruption from periodic restructuring of our sales force;
•slower than anticipated development of the market for Financial Health services;
•our potential inability to manage our growth in the new markets we may enter;
•our potential failure to effectively implement a new enterprise resource planning software solution;
•exposure to numerous and often conflicting laws, regulations, policies, standards or other requirements through our domestic and international business activities;
•potential litigation against us and investigations;
•our use of offshore third-party resources;
•competitive and litigation risk related to the use of artificial intelligence;
•potential inability to identify and implement any potential strategic alternatives in a timely manner or at all;

Risks Related to Our Products and Services
•potential failure to develop new products or enhance current products that keep pace with market demands;
•exposure to claims if our products fail to provide accurate and timely information for clinical decision-making;
•exposure to claims for breaches of security and viruses in our systems;
•undetected errors or problems in new products or enhancements;
•our potential inability to convince customers to migrate to current or future releases of our products;
•failure to maintain our margins and service rates;
•increase in the percentage of total revenues represented by service revenues, which have lower margins;
•exposure to liability in the event we provide inaccurate claims data to payors;
•exposure to liability claims arising out of the licensing of our software and provision of services;
•dependence on licenses of rights, products and services from third parties;
•a failure to protect our intellectual property rights;
•exposure to significant license fees or damages for intellectual property infringement;
•service interruptions resulting from loss of power and/or telecommunications capabilities;

Risks Related to Our Indebtedness
•our potential inability to secure additional financing on favorable terms to meet our future capital needs;
•substantial indebtedness that may adversely affect our business operations;
•our ability to incur substantially more debt;
•pressures on cash flow to service our outstanding debt;
•restrictive terms of our credit agreement on our current and future operations;

Risks Related to Our Common Stock and Other General Risks
•changes in and interpretations of financial accounting matters that govern the measurement of our performance;
•the potential for our goodwill or intangible assets to become impaired;
•quarterly fluctuations in our financial results due to various factors;
•volatility in our stock price;
•failure to maintain effective internal control over financial reporting;
•inherent limitations in our internal control over financial reporting;
•vulnerability to significant damage from natural disasters;
•exposure to market risk related to interest rate changes;
•potential material adverse effects due to macroeconomic conditions;
•we do not anticipate paying dividends on our common stock; and
•actions of activist stockholders against us could be disruptive and costly, or potentially cause uncertainty about the strategic direction of our business.
Information concerning these risks and other factors that could cause differences between forward-looking statements and future actual results is discussed under the heading "Risk Factors" in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025.


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Proposed Merger
On April 23, 2026, the Company entered into an Agreement and Plan of Merger, dated April 23, 2026 (the “Merger Agreement”), with Inventurus Knowledge Solutions, Inc., a Delaware corporation (“IKS”), IKS Next Horizon, Inc., a Delaware corporation and wholly owned subsidiary of IKS (“Merger Sub”), and solely for certain limited purposes as specified therein, Inventurus Knowledge Solutions Limited, an Indian public limited company, providing for the acquisition of the Company by IKS as described below. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of IKS. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, $0.001 par value (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned by IKS, Merger Sub, the Company, or any of their respective wholly-owned subsidiaries, and (ii) shares of Company Common Stock owned by stockholders of the Company who have properly demanded and not withdrawn or otherwise waived or lost such right to appraisal under Delaware law) will be converted into the right to receive $26.25 per share in cash, without interest. Pursuant to the terms of the Merger Agreement, at the Effective Time, equity-based awards outstanding under the Company’s Amended and Restated 2019 Incentive Plan and Second Amended and Restated 2019 Incentive Plan immediately prior to the Effective Time will generally be subject to the treatment set forth in the Merger Agreement.
The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the operation of the business of the Company and its subsidiaries prior to the Effective Time. The consummation of the Merger is subject to various conditions, and the obligation of each party to consummate the Merger is also conditioned on the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions) and the other party’s compliance, in all material respects, with its covenants and agreements under the Merger Agreement. The Company is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for alternative acquisition proposals that constitute Superior Proposals (as defined in the Merger Agreement) or could reasonably be expected to result in a Superior Proposal. Additionally, the Merger Agreement provides for certain customary termination rights of the Company and IKS. There can be no assurance that the Merger will be completed. See the "Risk Factors" in this report.
The full text of the Merger Agreement is included as an exhibit to this Quarterly Report on Form 10-Q and described in more detail in Item 1.01 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 23, 2026.
Background
During much of the Company's history, our strategy, operations, and financial results have been largely associated with developments in the electronic health record ("EHR") industry. With the rapid maturity of the EHR industry and the increasing prevalence of and demand for outsourced revenue cycle management ("RCM") services and complementary solutions, we've seen our strategy, operations, and financial results naturally evolve to become more heavily associated with RCM, with Financial Health revenues comprising 64% of our consolidated revenue for 2025. In recognition of this significant shift in strategic focus, Computer Programs and Systems, Inc. changed its corporate name to TruBridge, Inc. on March 4, 2024. Contemporaneous with this name change, the former wholly-owned subsidiaries Evident, LLC, TruBridge, LLC, and TruCode, LLC were merged into the parent company, while the former wholly-owned subsidiary Rycan Technologies, Inc. was merged into its parent and another wholly-owned subsidiary, Healthland Holding Inc. With these changes, the Company's remaining legal structure includes TruBridge, Inc., the parent company, with Viewgol, LLC ("Viewgol"), TruBridge Healthcare Private Limited, iNetXperts, Corp. d/b/a Get Real Health, Healthcare Resource Group, Inc. ("HRG"), Healthland Holding, Inc. (“HHI”), and Healthland, Inc. as its wholly-owned direct and indirect subsidiaries.
Founded in 1979, TruBridge is a leading provider of healthcare technology solutions and services for rural and community hospitals, their clinics and other healthcare systems. Our combined companies are focused on helping improve the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our customers.
The Company operates its business in two operating segments, which are also our reportable segments: Financial Health and Patient Care. The individual subsidiaries align with the reporting segments and contribute towards the combined focus of improving the health of the communities we serve as follows:


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•The Financial Health reporting segment focuses on providing business management, consulting, and managed IT services along with its complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider. This reporting segment includes the operation of Viewgol, TruBridge Healthcare Private Limited, HRG, HHI, and Healthland.
•The Patient Care segment provides comprehensive acute care EHR solutions and related services for hospitals and their physician clinics. The Patient Care segment also offers comprehensive patient engagement and empowerment technology solutions through the Get Real Health entity to improve patient outcomes and engagement strategies with care providers.
Our companies currently support rural and community hospitals and other healthcare systems with a geographically diverse patient mix within the domestic healthcare market. Our target market for our Financial Health and Patient Care solutions includes rural and community hospitals with fewer than 400 acute care beds and their clinics, as well as independent or small to medium-sized chains of skilled nursing facilities. Most of our Patient Care customer base is comprised of hospitals with fewer than 100 beds.
See Note 16 - Segment Reporting of the condensed consolidated financial statements included herein for additional information on our two reportable segments.
Management Overview
Strategy
Our core strategy is to achieve meaningful long-term revenue growth by cross-selling Financial Health services into our existing Patient Care customer base, expanding Financial Health market share with sales to new hospitals and larger health systems, and pursuing competitive Patient Care takeaway opportunities in the acute care markets. We may also seek to grow through acquisitions of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals.
Our growth strategy is heavily dependent on our ability to cross-sell Financial Health services into our Patient Care customer base. Therefore, retention of our existing Patient Care customers is a key component of our long-term growth strategy by protecting this base of potential Financial Health customers, while at the same time serving as a leading indicator of our market position and stability of revenues and cash flows.
We determine net revenue retention rates by reference to the amount of Patient Care recurring revenues that have not been lost due to customer attrition from our production environment customer base in the current year period compared to the same period in the prior year. Production environment customers are those that are using our applications to document live patient encounters, as opposed to legacy environment customers that have view-only access to historical patient records. Since 2019, these retention rates have consistently remained in the mid-to-high 90 percent ranges. The retention rate for Patient Care in the last twelve months was 96.2% (the retention rate for the flagship TruBridge EHR product was 97.9%). We have increased customer retention efforts by enhancing support services, investing in tooling and instrumentation to proactively monitor for potential disruptions, and deploying in-application experience software that delivers application-specific insights while using our products.
As we pursue meaningful long-term revenue growth by leveraging Financial Health as a growth agent, we are placing ever-increasing value in further developing our already significant recurring revenue base to further stabilize our revenues and cash flows. Therefore, maintaining and growing recurring revenues are key components of our long-term growth strategy, aided by the aforementioned focus on customer retention. This includes a renewed focus on driving demand for subscriptions for our existing technology solutions and expanding the footprint for Financial Health services beyond our Patient Care customer base.
While the combination of revenue growth and operating leverage results in increased margin realization, we also look to increase margins through specific cost containment measures where appropriate as we continue to leverage opportunities for greater operating efficiencies.
Artificial Intelligence
We see both the value and risk of generative AI being leveraged in healthcare delivery and are committed to ensuring our client population is not left behind as this rapidly advancing technology is being implemented and adopted. We are active members of TRAIN (Trustworthy and Responsible AI Network), representing our customers alongside large Integrated Delivery Networks (“IDN”) and health systems to help shape the governance and controls to implement AI safely, as well as allowing us a broad view of what is happening in the arena of healthcare in order to keep pace with the developments in the areas of denials


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management, AI assisted coding, Gen AI chart summarization and more. The Company released its first denials prediction model to the public during the first quarter of 2026. We are continuing to expand the capabilities of the model. Within our innovation team, several pilots are unfolding to drive value for our clients from this technology. We also have several strategic partners we are in discussions with in order to integrate their solutions into our ecosystem.
Industry Dynamics
Turbulence in the U.S. and worldwide economies and financial markets impacts almost all industries. While the healthcare industry is not immune to economic cycles, we believe it is more significantly affected by U.S. regulatory and national health initiatives. In recent years, there have been significant changes to provider reimbursement by the U.S. federal government, followed by commercial payers and state governments. There is increasing pressure on healthcare organizations to reduce costs and increase quality while replacing the fee-for-service reimbursement model in part by enrolling in an advanced payment model that incentivizes high-quality, cost-effective care via value-based reimbursement. This pressure could further encourage adoption of healthcare IT and increase demand for business management, consulting, and managed IT services, as the future success of these healthcare providers is greatly dependent upon their ability to engage with patient populations and to coordinate patient care across a multitude of settings, while optimizing operating efficiency along the way.
Additionally, the revenues of many of the Company’s customers are highly reliant on Medicare, Medicaid and third-party payers’ reimbursement funding rates. New legislation or additional changes in existing regulations could directly impact the governmental reimbursement programs in which the customers participate. Healthcare organizations with a large dependency on Medicare and Medicaid populations have been affected by the challenging financial condition of the federal government and many state governments and government programs.
We recognize that prospective hospital clients often do not have the necessary capital to make investments in information technology while those with the necessary capital have become more selective in their investments. Despite these challenges, we believe healthcare IT will be an area of continued investment due to its unique potential to improve safety and efficiency and reduce costs while meeting current and future regulatory, compliance, and government reimbursement requirements.
On July 4, 2025, H.R. 1, or the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law in the U.S., which is expected to impact healthcare providers in the U.S., including us, primarily through changes to Medicaid and the Affordable Care Act, which could lead to reduced funding, increased regulatory burdens and potential shifts in patient populations among payer types and utilization. Supplemental federal and state guidance is expected to be issued in order to implement the various provisions of the OBBBA, many of which have effective dates in 2027 and 2028. Additionally, the OBBBA contains a broad range of tax reform provisions affecting businesses. The OBBBA reduced the Company’s 2026 expected current tax liability as a result of the ability to deduct domestic research and development expenses.
Patient Care License Model Preferences
Much of the variability in our periodic revenues and profitability has been and will continue to be due to changing demand for different license models for our technology solutions, with variability in operating cash flows further impacted by the financing decisions within those license models. Our technology solutions are generally deployed in one of two license models: (1) perpetual licenses, for which the related revenue is recognized effectively upon installation, and (2) “Software as a Service” or “SaaS” arrangements, including our Cloud Electronic Health Record (“Cloud EHR”) offering, which generally result in revenue being recognized monthly as the services are provided over the term of the arrangement.
The overwhelming majority of our historical Patient Care installations have been under a perpetual license model, but customer demand has dramatically shifted towards a SaaS license model in the past several years. SaaS license models made up only 12% of annual new Patient Care installations in 2018, increasing to 100% during 2022 and through the first three months of 2026. These SaaS offerings are 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 condensed consolidated financial statements being reduced Patient Care revenues in the period of installation in exchange for increased recurring periodic revenues (reflected in Patient Care 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.


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Margin Optimization Efforts
Our core growth strategy includes margin optimization by identifying opportunities to further improve our cost structure by executing against initiatives related to organizational realignment, expanded use of offshore resources and the use of automation to increase the efficiency and value of our associates' efforts. Specifically, since 2021, we have implemented a reduction in force intended to more effectively align our resources with business priorities and the Scaled Agile Framework® throughout our EHR product development, implementation and support functions to enhance cohesion, time-to-market and customer satisfaction. This framework is a set of organizational and workflow patterns intended to guide enterprises in scaling lean and agile practices and promote alignment, collaboration, and delivery across large numbers of agile teams.
Additionally, margin optimization initiatives of expanded utilization of offshore resources and automation have commenced and, to date, have provided meaningful efficiencies to our operations, particularly within the Financial Health business. As a service organization, Financial Health's cost structure is heavily dependent upon human capital, subjecting it to the complexities and risks associated with this resource. Chief among these complexities and risks is the ever-present pressure of wage inflation, which has compelled the Company to make compensation adjustments that are outside of historical norms. Prior to our October 2023 acquisition of Viewgol, we were solely reliant upon third-party partnerships for offshore resources, increasing both the execution risk of this initiative and the related cost of scaling this labor force. Since taking over the operations of Viewgol following the “earnout period” that expired on December 31, 2024, we have greatly enhanced our control over the resource availability for this initiative and we have achieved and expect to continue to achieve meaningful per-unit cost efficiencies.
We believe that our efforts towards margin optimization are well-timed, enabling a rapid response to actual or expected wage inflation in order to preserve Financial Health profitability, but we cannot guarantee that these efforts will fully eliminate any related margin deterioration. Our operating results have been, and may continue to be, adversely affected by continued inflation, especially if we are unable to pass on increased costs of labor, materials, supplies and equipment, and potential tariffs to our customers.
In addition to wage inflation, we are a party to contracts with certain third-party suppliers and vendors that allow for annual price adjustments indexed to inflation rates. While we continually seek to proactively manage controllable expenses, inflationary pressure on costs has led to, and could lead to, erosion in margins.
Results of Operations
During the first three months of 2026, we generated revenues of $86.3 million from the sale of our products and services, compared to $87.2 million during the first three months of 2025, a decrease of 1%. Net income remained flat at net income of $0.5 million during both the first three months of 2026 and the first three months of 2025, as a reduction in revenue and higher severance and other nonrecurring costs were offset by a lower tax provision.


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The following table sets forth certain items included in our results of operations for the three months ended March 31, 2026 and 2025, expressed as a percentage of our total revenues for these periods:
Three Months Ended March 31,
20262025
(In thousands)Amount% SalesAmount% Sales
INCOME DATA:
Revenues
Financial Health$53,274 61.8 %$56,133 64.4 %
Patient Care32,997 38.2 %31,075 35.6 %
Total revenues86,271 100.0 %87,208 100.0 %
Expenses
Costs of revenues (exclusive of amortization and depreciation)
Financial Health27,254 31.6 %27,192 31.2 %
Patient Care11,094 12.9 %12,321 14.1 %
Total costs of revenues (exclusive of amortization and depreciation)38,348 44.5 %39,513 45.3 %
Product development7,445 8.6 %8,247 9.5 %
Sales and marketing6,388 7.4 %5,409 6.2 %
General and administrative24,162 28.0 %19,464 22.3 %
Amortization6,599 7.6 %6,124 7.0 %
Depreciation271 0.3 %291 0.3 %
Total expenses83,213 96.5 %79,048 90.6 %
Operating income3,058 3.5 %8,160 9.4 %
Other (expense) income :
Interest expense(2,630)(3.0)%(3,382)(3.9)%
Other income154 0.2 %144 0.2 %
Total other expense(2,476)(2.9)%(3,238)(3.7)%
Income before taxes582 0.7 %4,922 5.6 %
Provision for income taxes76 0.1 %4,463 5.1 %
Net income$506 0.6 %$459 0.5 %


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Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025
Revenues
Total revenues for the three months ended March 31, 2026 decreased by $0.9 million compared to the three months ended March 31, 2025.
Three Months Ended March 31,
(In thousands)20262025
Recurring revenues
Financial Health$52,321 $55,263 
Patient Care28,549 26,707 
Total recurring revenues80,870 81,970 
Non-recurring revenues
Financial Health953 870 
Patient Care4,448 4,368 
Total non-recurring revenues5,401 5,238 
Total revenues$86,271 $87,208 
Financial Health revenues decreased by $2.9 million compared to the first quarter of 2025, primarily due to customer attrition, partially offset by increased revenue generated from previous period bookings. Recurring Financial Health revenues, which represent 98% of total Financial Health revenues, decreased by $2.9 million, or 5%, compared to the prior year period.
Patient Care revenues increased by $1.9 million, or 6%, compared to the first quarter of 2025, primarily due to an increase in revenue from new SaaS contracts, migrations to SaaS arrangements, and timing of annual licenses, partially offset by the impact from the sunset of our Centriq product. Centriq revenue accounted for $0.5 million in the first quarter of 2026, compared to $1.1 million in the first quarter of 2025. Patient Care revenue excluding Centriq was $32.5 million in the first quarter of 2026, up 8% from $30.0 million in the first quarter of 2025. Recurring Patient Care revenues, which represented 87% of total Patient Care revenues, increased by $1.8 million, or 7%, compared to the first quarter of 2025, primarily due to an increase in SaaS revenue from migration to SaaS arrangements and new bookings. Non-recurring Patient Care revenues remained relatively flat compared to the first quarter of 2025.
Costs of Revenues (exclusive of amortization and depreciation)
Total costs of revenues (exclusive of amortization and depreciation) decreased by $1.2 million compared to the first quarter of 2025. As a percentage of total revenues, costs of revenues (exclusive of amortization and depreciation) decreased to 44% of revenues during the first quarter of 2026 compared to 45% of revenues during the first quarter of 2025.
Costs associated with our Financial Health revenues increased by $0.1 million compared to the first quarter of 2025, as cost savings through the global workforce transition and cost optimization efforts were offset by investments supporting revenue growth.
Costs associated with our Patient Care revenues decreased by $1.2 million, or 10%, compared to the first quarter of 2025, primarily due to a reduction in software costs and lower labor costs as a result of cost optimization and savings efforts.
Product Development
Product development expenses consist primarily of compensation and other employee-related costs (including stock-based compensation) and infrastructure costs incurred, but not capitalized, for new product development and product enhancements. Product development costs decreased by $0.8 million, or 10%, compared to the first quarter of 2025, primarily due to lower labor and offshore costs as a result of cost optimization initiatives.


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Sales and Marketing
Sales and marketing costs increased by $1.0 million, or 18%, compared to the first quarter of 2025, primarily driven by labor investments, including new hires and commissions, to support future sales and client satisfaction, partially offset by a reduction in marketing program costs.
General and Administrative
General and administrative expenses increased by $4.7 million, or 24%, compared to the first quarter of 2025. This change was primarily driven by an increase in severance and other nonrecurring costs, employee benefits, and bad debt expense.
Amortization & Depreciation
Combined amortization and depreciation expense increased by $0.5 million, or 7%, compared to the first quarter of 2025, driven by increased capitalized software amortization.
Total Other Expense
Total other expense decreased by $0.8 million during the first quarter of 2026 compared to the first quarter of 2025. The decrease was driven by a reduction in interest expense due to lower debt and a reduction in the interest rate.
Income Before Taxes
As a result of the foregoing factors, income before taxes decreased by $4.3 million, to income before taxes of $0.6 million in the first quarter of 2026 compared to income before taxes of $4.9 million in the first quarter of 2025.
Provision for Income Taxes
Our effective tax rate for the three months ended March 31, 2026 was 13.1%, compared to 90.7% for the three months ended March 31, 2025. The Company recognized $0.1 million of expense for the three months ended March 31, 2026. The OBBBA reduced the Company’s 2026 expected current tax liability as a result of the ability to deduct domestic research and development expenses.
Net Income
As a result of the foregoing factors, net income remained flat at net income of $0.5 million, or $0.03 per basic and diluted share, for both the first quarter of 2026 and the first quarter of 2025.
Supplemental Segment Information
Our reportable segments have been determined in accordance with ASC 280 - Segment Reporting. We have two reportable operating segments: Financial Health and Patient Care. We evaluate each of our two operating segments based on segment revenues and segment Adjusted EBITDA (as defined below).
“Adjusted EBITDA” consists of GAAP net income as reported and adjusts for (i) depreciation expense; (ii) amortization of software development costs; (iii) amortization of acquisition-related intangibles; (iv) stock-based compensation; (v) severance and other non-recurring charges; (vi) interest expense and other income; (vii) gain on sale of AHT; (viii) loss on disposal of property and equipment; and (ix) the provision for income taxes. The segment measurements provided to and evaluated by the chief operating decision maker (“CODM”) are described in Note 16 - Segment Reporting of the condensed consolidated financial statements. These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.


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The following table presents a summary of the revenues and Adjusted EBITDA of our two operating segments for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,Change
20262025$%
(In thousands)
Revenues by segment:
Financial Health$53,274 $56,133 $(2,859)(5)%
Patient Care32,997 31,075 1,922 6 %
Total revenues$86,271 $87,208 $(937)(1)%
Adjusted EBITDA by segment:
Financial Health$7,662 $11,281 $(3,619)(32)%
Patient Care8,812 6,950 1,862 27 %
Total Adjusted EBITDA$16,474 $18,231 $(1,757)(10)%
Segment Revenues
Refer to the corresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis. There are no intersegment revenues to be eliminated in computing segment revenue.
Segment Adjusted EBITDA - Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025
Financial Health Adjusted EBITDA decreased by $3.6 million, or 32%, compared to the first quarter of 2025, primarily due to lower revenue as a result of customer attrition and higher general and administrative expense, including an increase in employee benefits and bad debt expense.
Patient Care Adjusted EBITDA increased by $1.9 million, or 27%, compared to the first quarter of 2025, primarily due to revenue growth from new SaaS contracts, migrations to SaaS arrangements, timing of annual licenses, and cost optimization savings, partially offset by higher general and administrative expense, including an increase in employee benefits and bad debt expense.
Liquidity and Capital Resources
Sources of Liquidity
As of March 31, 2026, the aggregate principal amount of our credit facilities was $250.0 million, which included a $70.0 million term loan facility and a $180.0 million revolving credit facility. As of March 31, 2026, we had $165.8 million in principal amount of indebtedness outstanding under the credit facilities.
As of March 31, 2026, we had cash and cash equivalents of $35.4 million and remaining borrowing capacity under the revolving credit facility of $82.5 million, compared to $24.9 million of cash and cash equivalents and $82.5 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2025. We believe that these funding sources, taken together with the future operating cash flows of the combined entity, provide adequate resources to fund ongoing cash requirements for the next twelve months and beyond. We cannot provide assurance that our actual cash requirements will not be greater than we expect as of the date of filing of this Form 10-Q. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.
On November 25, 2025, we entered into a further Amended and Restated Credit Agreement (the “Amended Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended Credit Agreement). The Amended Credit Agreement includes a five-year term that matures in November 2030 and increased the aggregate principal amount of our credit facilities to $250 million, including a $70 million term loan facility and a $180 million revolving credit facility. The Amended Credit Agreement provides incremental facility capacity of $75 million, subject to certain conditions.


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Aside from normal operating cash requirements, obligations under our Amended Credit Agreement (discussed below) and operating leases, and opportunistic uses of capital in share repurchases and business acquisition transactions, we do not have any material cash commitments or planned cash commitments. Although the Company currently has no obligations related to planned acquisitions, the Company's strategy includes the potential for future acquisitions, which may be funded through draws on the credit facilities or the use of the other sources of liquidity described above.
Operating Cash Flow Activities
Net cash provided by operating activities increased by $9.7 million to $15.5 million for the three months ended March 31, 2026, compared to net cash provided by operating activities of $5.8 million for the three months ended March 31, 2025. This increase in cash flows provided by operations was primarily due to increased cash flows attributable to changes in accounts receivable, accounts payable, and deferred revenue.
Investing Cash Flow Activities
Net cash used in investing activities increased by $0.5 million, to cash used in investing activities of $2.7 million during the three months ended March 31, 2026, compared to cash used in investing activities of $2.2 million during the three months ended March 31, 2025. This increase in net cash used in investing activities was driven by increased purchases of property and equipment and less cash provided from the sale of business, partially offset by lower investments in software development.
Financing Cash Flow Activities
During the three months ended March 31, 2026, our financing activities were a net use of cash in the amount of $2.2 million, as a result of long-term debt principal payments of $0.9 million and $1.3 million used to repurchase shares of our common stock, which are treated as treasury stock. Financing activities were a net use of cash in the amount of $5.7 million during the three months ended March 31, 2025, as long-term debt principal payments of $5.2 million and $1.9 million used to repurchase shares of our common stock, which are treated as treasury stock, were partially offset by $1.3 million in borrowings from our revolving line of credit.
Credit Agreement
As of March 31, 2026, we had $68.3 million in principal amount outstanding under the term loan facility and $97.5 million in principal amount outstanding under the revolving credit facility. Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Term SOFR rate for the relevant interest period, subject to a floor of 0.0%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin for SOFR loans and the letter of credit fee ranges from 1.5% to 3.0%. The applicable margin for base rate loans ranges from 0.5% to 2.0%, in each case based on the Company's consolidated net leverage ratio. As of March 31, 2026, the revolving credit facility had an average interest rate of 5.93%.
Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning December 31, 2025, with quarterly principal payments of approximately $0.9 million through September 30, 2030, with maturity on November 25, 2030 or such earlier date as the obligations under the Amended Credit Agreement become due and payable pursuant to the terms of such agreement. Any principal outstanding under the revolving credit facility is due and payable on the maturity date.
Our credit facilities under the Amended Credit Agreement are secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of November 25, 2025, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors. Refer to Note 12 of the condensed consolidated financial statements included herein for additional detail regarding our credit facilities.
Backlog
Backlog consists of revenues we reasonably expect to recognize over the next twelve months under existing contracts. The revenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support and maintenance and RCM services. As of March 31, 2026, we had a twelve-month backlog of approximately $2.4 million in


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connection with non-recurring system purchases and approximately $323.4 million in connection with recurring payments under support and maintenance and RCM services. As of March 31, 2025, we had a twelve-month backlog of approximately $3.3 million in connection with non-recurring system purchases and approximately $327.8 million in connection with recurring payments under support and maintenance and RCM services. There are certain contracts that are included in the backlog that are excluded from the remaining performance obligations as disclosed in Note 3 to the condensed consolidated financial statements included herein.
Bookings
Bookings are a key operational metric used by management to assess the relative success of our sales generation efforts. Bookings are reported on an Annual Contract Value (“ACV”) basis and represent the newly contracted revenue that is expected to be recognized over a twelve-month period, and were as follows for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
(In thousands)20262025
Financial Health$12,463 $12,780 
Patient Care5,187 4,560 
Total bookings$17,650 $17,340 
Financial Health
Financial Health bookings during the first quarter of 2026 decreased by $0.3 million, or 2%, from the first quarter of 2025, driven by delays in customer decisions in net-new bookings, which decreased by $4.5 million, or 77%, excluding Viewgol. In addition, there was a decrease in Viewgol bookings of $0.5 million during the first quarter of 2026 compared to the prior year quarter. These decreases were partially offset by an increase in cross-sell bookings of $4.7 million, or 86%.
Patient Care
Patient Care bookings increased during the first quarter of 2026 by $0.6 million, or 14%, compared to the first quarter of 2025. This was primarily due to cross-sell bookings increasing by $0.7 million, or 21%, partially offset by net-new bookings decreasing by $0.1 million, or 8%, mainly due to delays in customer decisions.
“Net-new bookings” represent bookings from outside the Company’s core client base, and “cross-sell bookings” represent bookings from existing customers. In each case, such bookings are generally comprised of recurring revenues to be recognized ratably over a one-year period and an average timeframe for bookings-to-revenue conversion of four to six months following contract execution.
Reported bookings may be subject to adjustments and potential cancellations prior to the satisfaction of the obligations to our customers. Our metrics may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.
Critical Accounting Policies and Estimates
Our Management’s Discussion and Analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed financial statements requires us to make subjective or complex judgments that may affect the reported financial condition and results of operations. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported values of assets, liabilities, revenues, expenses and other financial amounts that are not readily apparent from other sources. Actual results may differ from these estimates and these estimates may differ under different assumptions or conditions. We continually evaluate the information used to make these estimates as our business and the economic environment changes.
In our Annual Report on Form 10-K for the year ended December 31, 2025, we identified our critical accounting policies and estimates related to revenue recognition, business combinations, including purchased intangible assets, goodwill, and software development costs. There have been no significant changes to these critical accounting policies during the three months ended March 31, 2026.



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Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
Our exposure to market risk relates primarily to the potential fluctuations in the Secured Overnight Financing Rate ("SOFR"), which replaced the British Bankers’ Association London Interbank Offered Rate ("LIBOR") as the new benchmark interest rate for our credit facilities. We had $165.8 million of outstanding borrowings under our credit facilities with Regions Bank at March 31, 2026. The term loan facility and revolving credit facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Term SOFR rate for the relevant interest period, subject to a floor of 0.0%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). Accordingly, we are exposed to fluctuations in interest rates on borrowings under the credit facilities. A one hundred basis point change in interest rate on our borrowings outstanding as of March 31, 2026 would result in a change in interest expense of approximately $1.7 million annually.
We did not have investments as of March 31, 2026 and do not utilize derivative financial instruments to manage our interest rate risks.

Item 4.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2026. Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under 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.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in internal control over financial reporting described below.
Material Weaknesses in Internal Control over Financial Reporting
A material weakness is a significant deficiency, or combination of significant deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Based on the assessment described above, management concluded that our internal control over financial reporting (“ICFR”) was not effective as of March 31, 2026 due to the following material weaknesses:
We did not sufficiently design and maintain effective control activities related to the accounting for revenue recognition and related costs, capitalization of software development costs, and non-routine transactions.
Management concluded that these material weaknesses resulted primarily from ineffective risk assessment and the selection and development of appropriate control activities due to an insufficient number of personnel with the appropriate training and expertise in certain accounting matters and internal controls over financial reporting.


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The material weaknesses described above did not result in any material misstatements in our financial statements or disclosures for any period presented in the accompanying condensed consolidated financial statements. These material weaknesses could create a reasonable possibility that a material misstatement in our consolidated financial statements would not be prevented or detected on a timely basis.
Management has concluded that the material weaknesses described above existed as of December 31, 2025 and continued through March 31, 2026.
Management’s Remediation Efforts
We are committed to remediating these material weaknesses as quickly as practicable. Under the oversight of the Audit Committee, management has commenced a remediation program designed to improve our risk assessment process and strengthen the design, documentation, and operation of key controls. We will not consider these remediation efforts complete until the relevant controls have been fully designed and implemented and have operated effectively for a sufficient period of time for management to test and conclude that the material weaknesses have been remediated.
With respect to the material weakness related to the Company’s revenue business cycle and related costs, management is redesigning and implementing an enhanced suite of controls across the end-to-end revenue lifecycle to address the deficiencies described below. During 2025, the Company began implementing system and process enhancements intended to improve the completeness and timeliness of contract data and strengthen billing and revenue recognition workflows. Management is also pursuing implementation of an enterprise resource planning system and has engaged external advisors with relevant expertise to support evaluation of ASC 606 application and the design and implementation of controls responsive to identified risks.
Planned remediation actions include enhancing controls over: (i) contract lifecycle activities and related accounting conclusions, (ii) billing and revenue recognition processes (including key manual inputs), (iii) completeness and accuracy of key data and reports used in revenue processes, (iv) timely identification and accounting for billing adjustments and customer credits, and (v) contract-related cost accounting.
With respect to the material weakness related to capitalized software development costs, the Company is designing and implementing software development lifecycle controls to ensure software costs are capitalized or expensed based on consistently applied and documented criteria and supported by reliable information. These actions include implementing standardized stage gate documentation for capitalization start and stop points, strengthening classification procedures to distinguish capitalizable development and enhancement work from noncapitalizable maintenance and support work, and implementing controls to validate the completeness and accuracy of key information used in capitalization and allocation processes derived from project management systems and reports. The Company also expects to provide training and technical accounting support to product development personnel to promote consistent application of these requirements.
With respect to the material weakness related to non-routine transactions, management is implementing enhancements to its controls over the identification, evaluation, documentation, and review of non-routine and complex transactions that require significant accounting judgment, including stock-based payment arrangements and other technical accounting areas. These efforts are intended to strengthen management’s risk assessment, control design, and oversight processes by standardizing required analyses and documentation, clarifying roles and responsibilities, and enhancing review and approval requirements for key conclusions and estimates.
Remediation actions are ongoing and include, or are expected to include: (i) formalizing and standardizing workflows, documentation requirements, and evidence retention for non-routine transactions; (ii) strengthening review and approval controls over significant judgments, assumptions, and calculations (including use of specialists where appropriate); and (iii) enhancing the control environment through additional training and technical accounting support resources, including targeted training for relevant personnel and the use of external advisors to support complex evaluations.
Management also expects to address people factors contributing to the material weaknesses by augmenting resources and providing targeted training on internal control execution and review.
Changes in Internal Control over Financial Reporting
Except for the remediation activities that are being implemented, as described above, 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 March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II
OTHER INFORMATION
 
Item 1.Legal Proceedings.
From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. Management does not believe it is reasonably possible that such matters will have a material adverse effect on the Company’s financial statements.
On February 13, 2026, VG Sellers, Inc. (the "Seller") brought a civil action in the Delaware Chancery Court against the Company alleging breaches of the Securities Purchase Agreement (the "SPA") governing the Company’s acquisition of Viewgol, LLC in October 2023 (the "Viewgol Acquisition"). Among other claims, the Seller alleges that it is entitled to an additional payment of up to $31.5 million pursuant to the earnout provisions set forth in the SPA, based on the Seller's assertion that Viewgol, LLC achieved certain financial targets for the year ended December 31, 2024 (such payment, the "2024 Earnout Payment"). The Company believes that the Seller is not entitled to any portion of the 2024 Earnout Payment. On March 10, 2026, the Company filed its Answer to Seller’s Complaint and filed Counterclaims against Seller that, among other things, seek a declaration that Seller is not entitled to any portion of the 2024 Earnout Payment; assert a claim against the Seller’s former owners for breach of the SPA; and seek compensatory damages and other remedies as a result of wrongdoing by Seller and its former owners.

Item 1A.
Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition or operating results. There have been no material changes to the risk factors disclosed in Part 1, "Item 1A. Risk Factors" in our Annual Report on Form 10-K, other than as described in the risk factors below.
Risks Related to the Proposed Merger
We may not complete the proposed Merger within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations.
On April 23, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Inventurus Knowledge Solutions, Inc., a Delaware corporation (“IKS”), IKS Next Horizon, Inc., a Delaware corporation and wholly owned subsidiary of IKS (“Merger Sub”), and solely for certain limited purposes as specified therein, Inventurus Knowledge Solutions Limited, an Indian public limited company (“TopCo”), providing for the acquisition of the Company by IKS as described below. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of IKS.
The completion of the proposed Merger is subject to various conditions, including, among others, (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock entitled to vote on such matter (the “Company Stockholder Approval”), (ii) the statutory waiting period (and any extensions thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, if applicable, any contractual waiting periods under any timing agreements in connection therewith, will have expired or been earlier terminated, (iii) the absence of any law or order that is in effect and prevents the consummation of the Merger, and (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). The obligation of each party to consummate the Merger is also conditioned on the accuracy of the other party’s representations and warranties (subject to certain materiality exceptions) and the other party’s compliance, in all material respects, with its covenants and agreements under the Merger Agreement. These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the proposed Merger may not be completed.
In addition, each of IKS and the Company may terminate the Merger Agreement under certain specified circumstances, including but not limited to, if (1) the consummation of the Merger does not occur on or before October 23, 2026, (2) any law is


45






enacted that prevents the consummation of the Merger and such law becomes final, binding and non-appealable, (3) the Company Stockholder Approval is not obtained, or (4) the approval by the shareholders of TopCo as may be necessary in connection with TopCo’s debt financing of the Merger, as required under the Laws of India, is not obtained by June 22, 2026. Upon the termination of the Merger Agreement under specified circumstances, the Company would be required to pay IKS a termination fee of approximately $12.3 million. Further, upon the termination of the Merger Agreement under specified circumstances, IKS would be required to pay the Company a reverse termination fee of approximately $24.6 million.
If the Merger is not completed, or if there are significant delays in completing the Merger, the trading price of our common stock and our future business and financial results could be negatively affected, and we may be subject to several risks, including (i) negative reactions from the financial markets, including declines in the price of our common stock due to the fact that current prices may reflect a market assumption that the Merger will be completed, (ii) negative perceptions of the Company and its business, operations, financial condition and industry held by the financial community and rating agencies, and (iii) having to pay certain significant costs relating to the Merger.
Litigation may arise in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management’s attention and otherwise materially harm our business.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements and/or their directors and officers. A negative outcome in any such lawsuit could result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. Regardless of the outcome of any future litigation related to the proposed Merger, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of the business. If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger. Any litigation related to the Merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our business relationships or otherwise materially harm our operations and financial performance.
The announcement, pendency or completion of the proposed Merger may disrupt and/or harm our current plans and operations, may divert management’s time and attention, and may adversely affect relationships with our key personnel, customers, suppliers, service providers, partners, consultants, and other business counterparties, any of which may impact our financial performance or operating results.
The announcement, pendency or completion of the proposed Merger may disrupt and/or harm our current plans and operations, as management’s time and attention may be diverted on transaction-related issues. In response to the announcement, pendency or completion of the Merger, our ability to hire and retain key personnel may be diminished. Additionally, our existing or prospective customers, suppliers, service providers, partners, consultants, and other business counterparties may: (i) delay, defer, or cease entering into a business relationship with us; (ii) terminate their relationships with us; (iii) delay or defer other decisions concerning us; or (iv) seek to change the terms on which they do business with us. Any of these factors could materially harm our financial performance or operating results.
Restrictions under the Merger Agreement may adversely affect our business and operations.
Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the proposed Merger which may adversely affect our ability to take certain actions that management might believe to be beneficial to the business, including, but not limited to, making material acquisitions, disposing of material assets, entering into material agreements, making capital expenditures in excess of specified amounts, issuing additional capital stock or other equity securities, or incurring additional indebtedness (in each case, subject to certain exceptions). These limitations may have adverse effects on our existing or planned relationships with our existing or prospective customers, suppliers, service providers, consultants and employees, which could adversely affect our business and operations prior to the completion of the Merger. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.
We have incurred, and will continue to incur, significant direct and indirect costs in connection with the proposed Merger.
We have incurred, and will continue to incur, significant costs, fees, expenses and other charges, including regulatory costs, fees for professional services and other transaction costs, in connection with the proposed Merger, for which we will have received little to no benefit if the proposed Merger is not completed. We must pay substantially all of these costs and expenses whether or not the transaction is completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses.


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The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer from making a favorable alternative transaction proposal to the Company and, in specified circumstances, could require us to pay substantial termination fees to IKS.
Under the Merger Agreement, the Company is subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for alternative acquisition proposals that constitute Superior Proposals (as defined in the Merger Agreement) or could reasonably be expected to result in a Superior Proposal. Further, our Board of Directors is required to recommend that our stockholders vote in favor of the Merger, subject to exceptions for Superior Proposals and other situations where failure to effect a recommendation change would be inconsistent with the Board of Directors’ fiduciary duties. Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by IKS in the event of a Change of Recommendation (as defined in the Merger Agreement) by our Board of Directors, the Company would be required to pay IKS a termination fee of approximately $12.3 million. Such provisions of the Merger Agreement could discourage or deter a third party that may be willing to pay more than IKS for the Company’s outstanding common stock from considering or proposing such an acquisition of the Company.
The completion of the proposed Merger creates risks to our stockholders.
Even if successfully completed, there are certain risks to our stockholders from the proposed Merger, including: the amount of cash per outstanding share of our common stock to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock; receipt of the all-cash per share Merger consideration under the Merger Agreement is taxable to stockholders who are treated as U.S. holders for U.S. federal income tax purposes; and if the Merger is completed, our stockholders will forego the opportunity to realize the potential long-term value of a successful execution of our current business strategy as an independent company.


47






Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Repurchases of Equity Securities
The following table provides information about our repurchases of common stock during the three months ended March 31, 2026:
Period
Total Number of Shares Purchased(1)
Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Beginning of Period$— 
January 1, 2026 - January 31, 2026— — — — 
February 1, 2026 - February 28, 2026— — — — 
March 1, 2026 - March 31, 202672,869 17.66 — — 
Total72,869 17.66 — — 
(1) There were 72,869 shares repurchased during the three months ended March 31, 2026 to fund required tax withholdings related to the vesting of restricted stock.

Item 3.
Defaults Upon Senior Securities.
Not applicable.
Item 4.
Mine Safety Disclosures.
Not applicable.
Item 5.
Other Information.
(a) None.
(b) Not applicable.
(c) Rule 10b5-1 Trading Arrangements
From time to time, members of the Company's Board of Directors and officers of the Company may enter into Rule 10b5-1 trading plans, which allow for the purchase or sale of common stock under pre-established terms at times when directors and officers might otherwise be prevented from trading under insider trading laws or because of self-imposed blackout periods. Such trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and comply with the Company's insider trading policy. During the quarter ended March 31, 2026, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.



48






Item 6.
Exhibits.
Effective as of March 4, 2024, we changed our name to TruBridge, Inc. By operation of law, any reference to “Computer Programs and Systems, Inc.” or “CPSI” in these exhibits should be read as “TruBridge” as set forth in the Exhibit List below.
2.1
2.2*
2.3*
3.1
3.2
3.3
3.4
4.1

4.2
4.3
4.4
10.1
10.2
10.3
31.1
31.2
32.1
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


49






* Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplemental copies of any of the omitted documents to the SEC upon its request.


50







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
TRUBRIDGE, INC.
May 8, 2026By:/s/ Christopher L. Fowler
Christopher L. Fowler
President and Chief Executive Officer
May 8, 2026By:/s/ Vinay Bassi
Vinay Bassi
Chief Financial Officer



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