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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): November 1, 2024
 
TRUBRIDGE, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
000-49796
74-3032373
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
     
54 St. Emanuel Street,
Mobile, Alabama
(Address of Principal Executive Offices)
 
36602
(Zip Code)
     
(251) 639-8100
(Registrant’s telephone number, including area code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each Class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, par value $0.001 per share
 
TBRG
 
The NASDAQ Stock Market LLC
Common Stock Purchase Rights
 
N/A
 
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.                                     ☐
 


 
Item 2.02.
Results of Operations and Financial Condition.
 
On November 7, 2024, TruBridge, Inc. issued a press release announcing financial information for the third quarter and nine months ended September 30, 2024. The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On November 1, 2024, TruBridge, Inc. (the “Company”) and David A. Dye, the Company’s Chief Operating Officer and a director of the Company, agreed that Mr. Dye will no longer serve as the Company’s Chief Operating Officer, effective December 31, 2024. This agreement followed the decision of the Company’s senior management to eliminate the position of Chief Operating Officer of the Company. Mr. Dye will continue to serve on the Board of Directors of the Company for the remainder of his current term. Mr. Dye’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
Item 7.01
Regulation FD Disclosure.
 
On November 7, 2024, the Company issued a press release announcing Mr. Dye’s departure as Chief Operating Officer of the Company. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
 
The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
ExhibitNumber
 
Exhibit
     
99.1
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


 
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 hereunto duly authorized.
 
TRUBRIDGE, INC.
By:
/s/ Vinay Bassi
Vinay Bassi
Chief Financial Officer and Treasurer
 
 
Dated: November 7, 2024
 
 
 
EX-99.1 2 ex_744708.htm EXHIBIT 99.1 ex_744708.htm

Exhibit 99.1

 

logo.jpg

 

 

TRUBRIDGE ANNOUNCES THIRD QUARTER 2024 RESULTS

 

MOBILE, ALA. (November 7, 2024) – TruBridge, Inc. (NASDAQ: TBRG), a healthcare solutions company, today announced financial results for the third quarter and nine months ended September 30, 2024.

 

Third Quarter 2024 Highlights*

 

All comparisons are to the quarter ended September 30, 2023, unless otherwise noted

 

Total bookings of $21.0 million compared to $15.0 million

 

Total revenue of $83.8 million compared to $82.7 million

 

Financial Health revenue of $54.3 million compared to $46.6 million

 

o

Financial Health revenue represented 64.7% of TruBridge’s total revenue

 

GAAP (loss) earnings per diluted share of $(0.66) compared to $(0.24)

 

Non-GAAP (loss) earnings per diluted share of $(0.21) compared to $0.45

 

GAAP net loss of $(9.8) million and non-GAAP net loss of $(3.0) million

 

Adjusted EBITDA of $13.8 million compared to $9.7 million

 

*As of the third quarter of 2024, TruBridge is now reporting two segments in its financial statements representing the two business units. Financial Health represents the previous Revenue Cycle Management (RCM) segment, and Patient Care represents the previously reported Electronic Health Record (EHR) segment, including the patient engagement business.

 

Commenting on the results, Chris Fowler, chief executive officer of TruBridge, Inc., stated, “We are pleased with the strong results our team delivered this quarter. Our Financial Health business is showing solid growth and adjusted EBITDA margin is expanding as anticipated. On a recent trip to India, I was able to witness firsthand the impressive work our team is doing to successfully execute the Viewgol integration. I am happy to report that everything is moving along smoothly, and we remain focused on optimizing operations and realizing margin improvements over time.

 

“Our recently launched analytics offering is starting to resonate with our initial customers, and we believe that, over time, it has the potential to become a contributor to our growth strategy. We have delivered consistent results so far in 2024, made steady progress on our ongoing initiatives and generated bookings and a pipeline that give us confidence in our outlook as we move into 2025,” concluded Fowler.

 

Executive Leadership Changes

 

TruBridge also announced today the elevation of the Company’s business unit general managers to report directly to the Company’s Chief Executive Officer, reflecting the expanded scope and evolution of these roles. In conjunction with this move, David Dye will be retiring from his role as Chief Operating Officer, effective December 31, 2024, at which time the Company will eliminate that position. He will serve the remainder of his board term through completion in 2026. Dye has been with the Company since 1990, having held many roles in addition to his current position, including Chairman, Chief Growth Officer, President and Chief Executive Officer, and Chief Financial Officer.

 

Glenn Tobin, chairman of the Company’s Board of Directors, added, “On behalf of our Board of Directors and the entire TruBridge organization, I want to express my appreciation for David and his decades of contribution. David’s leadership and numerous accomplishments have been integral to TruBridge’s success, and his positive impact has been felt by many employees over the years.”

 







 

Financial Guidance

 

For the fourth quarter of 2024, TruBridge expects to generate:

 

Total revenue between $83.5 million and $85.5 million

 

Adjusted EBITDA between $13.5 million and $14.5 million

 

For the full year 2024, TruBridge expects to generate:

 

Total revenue of $335 million and $337 million; narrowed from $330 million and $340 million

 

Adjusted EBITDA of $49 million and $50 million; narrowed from $45 million and $50 million

 

Conference Call

TruBridge will hold a conference call and live webcast to discuss third quarter 2024 results on Friday, November 8, 2024, at 8:00 a.m. Central time/9:00 a.m. Eastern time. To access this interactive teleconference, dial (877) 407-0890 and request connection to the TruBridge earnings conference call. A 30-day online replay will be available approximately one hour following the conclusion of the live webcast. To listen to the live webcast or access the replay, visit the Company’s investor relations website, investors.trubridge.com.

 

About TruBridge

We are a trusted partner to more than 1,500 healthcare organizations with a broad range of technology-first solutions that address the unique needs and challenges of diverse communities, promoting equitable access to quality care and fostering positive outcomes. TruBridge has over four decades of experience in connecting providers, patients and communities with innovative data-driven solutions that create real value by supporting both the financial and clinical side of healthcare delivery. Our industry leading HFMA Peer Reviewed® suite of revenue cycle management (RCM) offerings combine unparalleled visibility and transparency to enhance productivity and support the financial health of healthcare organizations across all care settings. We support efficient patient care with electronic health record (EHR) product offerings that successfully integrate data between care settings. Above all, we believe in the power of community and encourage collaboration, connection, and empowerment with our customers. We clear the way for care. For more information, please visit www.trubridge.com.

 

Investor Relations Contact

Asher Dewhurst, ICR Westwicke

TBRGIR@westwicke.com

 

Media Contact

Tracey Schroeder

Chief Marketing Officer

Tracey.schroeder@trubridge.com

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified generally by the use of forward-looking terminology and words such as “expects,” “anticipates,” “estimates,” “believes,” “predicts,” “intends,” “plans,” “potential,” “may,” “continue,” “should,” “will” and words of comparable meaning. Without limiting the generality of the preceding statement, all statements in this press release relating to the Company’s future financial and operational results are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-looking statements. Such factors may include: 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; pandemics and other public health crises and related economic disruptions; transition to a subscription-based recurring revenue model and modernization of our technology; competition with companies that have greater financial, technical and marketing resources than we have; potential future acquisitions that may be expensive, time consuming, and subject to other inherent risks; our ability to attract and retain qualified client service and support personnel; disruption from periodic restructuring of our sales force; potential delay in the development of markets for our RCM service offering; potential inability to properly manage growth in new markets we may enter; potential disruption of our business due to our ongoing implementation of a new enterprise resource planning software solution; exposure to numerous and often conflicting laws, regulations, policies, standards or other requirements through our international business activities; potential litigation against us; our reliance on an international workforce which exposes us to various business disruptions; our utilization of artificial intelligence, which could expose us to liability or adversely affect our business if we cannot compete effectively with others using artificial intelligence; potential failure to develop new products or enhance current products that keep pace with market demands; failure of our products to function properly resulting in claims for medical and other losses; breaches of security and viruses in our systems resulting in customer claims against us and harm to our reputation; failure to maintain customer satisfaction through new product releases free of undetected errors or problems; failure to convince customers to migrate to current or future releases of our products; failure to maintain our margins and service rates; increase in the percentage of total revenues represented by service revenues, which have lower gross margins; exposure to liability in the event we provide inaccurate claims data to payors; exposure to liability claims arising out of the licensing of our software and provision of services; dependence on licenses of rights, products and services from third parties; misappropriation of our intellectual property rights and potential intellectual property claims and litigation against us; interruptions in our power supply and/or telecommunications capabilities, including those caused by natural disaster; potential inability to secure additional financing on favorable terms to meet our future capital needs; our substantial indebtedness, and our ability to incur additional indebtedness in the future; pressures on cash flow to service our outstanding debt; restrictive terms of our credit agreement on our current and future operations; changes in and interpretations of financial accounting matters that govern the measurement of our performance; significant charges to earnings if our goodwill or intangible assets become impaired; fluctuations in quarterly financial performance due to, among other factors, timing of customer installations; 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; market risks related to interest rate changes; potential material adverse effects due to macroeconomic conditions, including bank failures or changes in related regulation; and other risk factors described from time to time in our public releases and reports filed with the Securities and Exchange Commission, including, but not limited to, our most recent Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. We also caution investors that the forward-looking information described herein represents our outlook only as of this date, and we undertake no obligation to update or revise any forward-looking statements to reflect events or developments after the date of this press release.

 



 

TruBridge, Inc.

Condensed Consolidated Statements of Income

(In '000s, except per share data)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenue

                               

Financial Health

  $ 54,271     $ 46,582     $ 161,417     $ 142,973  

Patient Care

    29,559       36,130       90,389       110,594  

Total revenues

    83,830       82,712       251,806       253,567  
                                 

Expenses

                               

Costs of revenue (exclusive of amortization and depreciation)

                               

Financial Health

    29,185       27,159       89,051       81,461  

Patient Care

    13,184       16,704       38,421       50,712  

Total costs of revenue (exclusive of amortization and depreciation)

    42,369       43,863       127,472       132,173  

Product development

    7,735       9,778       26,629       26,899  

Sales and marketing

    5,944       6,818       20,351       21,906  

General and administrative

    19,376       20,961       57,651       54,471  

Amortization

    6,183       6,208       21,158       17,549  

Depreciation

    279       297       1,079       1,392  

Total expenses

    81,886       87,925       254,340       254,390  
                                 

Operating income (loss)

    1,944       (5,213 )     (2,534 )     (823 )
                                 

Other income (expense):

                               

Other income (expense)

    (376 )     224       1,139       569  

Interest expense

    (4,033 )     (3,071 )     (12,348 )     (8,405 )

Total other expense

    (4,409 )     (2,847 )     (11,209 )     (7,836 )
                                 

Loss before taxes

    (2,465 )     (8,060 )     (13,743 )     (8,659 )
                                 

Income tax expense (benefit)

    7,344       (4,498 )     3,631       (5,344 )
                                 

Net loss

  $ (9,809 )   $ (3,562 )   $ (17,374 )   $ (3,315 )
                                 

Net loss per common share—basic

  $ (0.66 )   $ (0.24 )   $ (1.17 )   $ (0.23 )

Net loss per common share—diluted

  $ (0.66 )   $ (0.24 )   $ (1.17 )   $ (0.23 )
                                 

Weighted average shares outstanding used in per common share computations:

                               

Basic

    14,323       14,205       14,290       14,181  

Diluted

    14,323       14,205       14,290       14,181  

 



 

TruBridge, Inc.

Condensed Consolidated Balance Sheets

(In '000s, except per share data)

 

   

September 30, 2024
(Unaudited)

   

Dec. 31, 2023

 

Assets

               

Current assets

               

Cash and cash equivalents

  $ 8,586     $ 3,848  

Accounts receivable, net of allowance for expected credit losses of $3,896 and $3,631, respectively

    56,680       59,723  

Financing receivables, current portion (net of allowance for expected credit losses of $405 and $319, respectively)

    5,133       3,997  

Inventories

    924       475  

Prepaid income taxes

    1,972       1,628  

Prepaid expenses and other

    15,853       15,807  

Assets of held for sale

    2,473       25,977  

Total current assets

    91,621       111,455  
                 

Property & equipment, net

    5,049       8,974  

Software development costs, net

    41,026       39,139  

Operating lease assets

    3,451       5,192  

Financing receivables, net of current portion (net of allowance for expected credit losses of $18 and $97, respectively)

    231       1,226  

Other assets, net of current portion

    7,749       7,314  

Intangible assets, net

    79,833       89,213  

Goodwill

    172,573       171,909  

Total assets

  $ 401,533     $ 434,422  
                 

Liabilities & Stockholders' Equity

               

Current liabilities

               

Accounts payable

  $ 14,028     $ 10,133  

Current portion of long-term debt

    2,926       3,141  

Deferred revenue

    10,235       8,677  

Accrued vacation

    5,392       5,410  

Other accrued liabilities

    18,421       19,892  

Liabilities of held for sale

    -       977  

Total current liabilities

    51,002       48,230  
                 

Long-term debt, net of current portion

    173,343       195,270  

Operating lease liabilities, net of current portion

    2,520       3,074  

Deferred tax liabilities

    2,021       1,230  

Total liabilities

    228,886       247,804  
                 

Stockholders' Equity

               

Common stock, $0.001 par value; 30,000 shares authorized; 15,546 and 15,121 shares issued, respectively

    15       15  

Additional paid-in capital

    199,244       195,546  

Accumulated other comprehensive gain

    107       -  

Accumulated (deficit) earnings

    (9,242 )     8,132  

Treasury stock, 619 and 572 shares, respectively

    (17,477 )     (17,075 )

Total stockholders' equity

    172,647       186,618  
                 

Total liabilities and stockholders' equity

  $ 401,533     $ 434,422  

 







 

TruBridge, Inc.

Condensed Consolidated Statements of Cash Flows

(In '000s)

(Unaudited)

 

   

Nine Months Ended September 30,

 
   

2024

   

2023

 

Operating activities:

               

Net loss

  $ (17,374 )   $ (3,315 )

Adjustments to net loss:

               

Provision for credit losses

    1,046       810  

Deferred taxes

    915       (8,171 )

Stock-based compensation

    3,698       2,162  

Depreciation

    1,079       1,392  

Gain on sale of business

    (1,221 )     -  

Amortization of acquisition-related intangibles

    9,379       12,043  

Amortization of software development costs

    11,779       5,506  

Amortization of deferred finance costs

    320       269  

Change in fair value of contingent consideration

    (1,044 )     -  

Non-cash operating lease costs

    1,879       1,478  

Loss on disposal of property and equipment

    1,648       117  

Changes in operating assets and liabilities:

               

Accounts receivable

    2,946       (8,632 )

Financing receivables

    (129 )     2,029  

Inventories

    (449 )     (157 )

Prepaid expenses and other

    3,228       (1,972 )

Accounts payable

    3,925       6,333  

Deferred revenue

    2,162       (2,784 )

Operating lease liabilities

    (1,415 )     (1,462 )

Other liabilities

    (189 )     6,656  

Prepaid income taxes

    (344 )     1,017  

Net cash provided by operating activities

    21,839       13,319  
                 

Investing activities:

               

Purchase of business, net of cash acquired

    (664 )     -  

Sale of business, net of cash and cash equivalents sold

    21,410       -  

Investment in software development

    (13,666 )     (17,981 )

Purchases of property and equipment

    (1,277 )     (332 )

Net cash provided by (used in) investing activities

    5,803       (18,313 )
                 

Financing activities:

               

Payments of long-term debt principal

    (6,625 )     (2,625 )

Proceeds from revolving line of credit

    23,765       9,716  

Payments of revolving line of credit

    (39,072 )     (5,000 )

Debt issuance costs

    (529 )     -  

Treasury stock purchases

    (402 )     (2,575 )

Net cash used in financing activities

    (22,863 )     (484 )
                 

Increase (decrease) in cash and cash equivalents

    4,779       (5,478 )
                 

Change in cash and cash equivalents included in assets sold

    (41 )     -  

Cash and cash equivalents, beginning of period

    3,848       6,951  

Cash and cash equivalents, end of period

  $ 8,586     $ 1,473  

 







 

TruBridge, Inc.

Consolidated Bookings

(In '000s)

(Unaudited) (Non-GAAP)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023 (3)

   

2024

   

2023 (3)

 

Financial Health(1)

  $ 12,496     $ 9,080     $ 40,346     $ 34,828  

Patient Care(2)

    8,454       5,897       27,464       20,966  

Total

  $ 20,950     $ 14,977     $ 67,810     $ 55,794  

 

(1)

Generally calculated as the total contract price (for non-recurring, project-related amounts) and annualized contract value (for recurring amounts).

(2)

Generally calculated as the total contract price (for system sales) and annualized contract value (for support) for perpetual license system sales and total contract price for SaaS sales.

(3) 

Adjustment was made to the 2023 bookings, due to 3rd Party Software, and Forms and Supplies being doubled accounted for in the total Patient Care bookings.

 

TruBridge, Inc.

Bookings Composition

(In '000s, except per share data)

(Unaudited) (Non-GAAP)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023 (4)

   

2024

   

2023 (4)

 

Financial Health

                               

Net new(1)

  $ 6,112     $ 4,387     $ 21,559     $ 13,810  

Cross-sell(1)

    6,384       4,693       18,787       21,018  

Patient Care

                               

Non-subscription sales(2)

    5,006       3,126       12,540       12,124  

Subscription revenue(3)

    3,448       2,771       14,924       8,842  
                                 

Total

  $ 20,950     $ 14,977     $ 67,810     $ 55,794  

 

(1)

“Net new” represents bookings from outside the Company’s core Patient Care client base, and “Cross-sell” represents bookings from existing Patient Care 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 commencement of bookings-to-revenue conversion of four to six months following contract execution.

(2)

Represents nonrecurring revenues that generally exhibit a timeframe for bookings-to-revenue conversion of five to six months following contract execution.

(3)

Represents recurring revenues to be recognized on a monthly basis over a weighted-average contract period of five years, with a start date in the next 12 months and an average timeframe for commencement of bookings-to-revenue conversion of five to six months following contract execution.

(4) 

Adjustment was made to the 2023 bookings, due to 3rd Party Software, and Forms and Supplies being doubled accounted for in the total Patient Care bookings.

 







 

TruBridge, Inc.

Adjusted EBITDA - by Segment

(In '000s)

(Unaudited) (Non-GAAP)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 

In '000s

 

2024

   

2023

   

2024

   

2023

 

Financial Health

  $ 9,562     $ 4,623     $ 23,767     $ 18,205  

Patient Care

    4,260       5,099       12,083       17,388  

Total

  $ 13,822     $ 9,722     $ 35,850     $ 35,593  

 

TruBridge, Inc.

Reconciliation of Non-GAAP Financial Measures

(In '000s)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 

Adjusted EBITDA:

 

2024

   

2023

   

2024

   

2023

 

Net loss, as reported

  $ (9,809 )   $ (3,562 )   $ (17,374 )   $ (3,315 )

Net Income Margin

    (11.7% )     (4.3% )     (6.9% )     (1.3% )
                                 

Depreciation expense

    279       297       1,079       1,392  

Amortization of software development costs

    3,057       2,194       11,779       5,506  

Amortization of acquisition-related intangibles

    3,126       4,014       9,379       12,043  

Stock-based compensation

    1,398       1,038       3,698       2,162  

Severance and other non-recurring charges

    4,018       7,392       12,449       15,313  

Interest expense

    3,777       2,847       11,826       7,719  

Change in fair value of contingent consideration

    (1,044 )     -       (1,044 )     -  

Loss on disposal of property and equipment

    1,648       -       1,648       117  

Gain on sale of AHT

    28       -       (1,221 )     -  

Provision (benefit) for income taxes

    7,344       (4,498 )     3,631       (5,344 )

Total Adjusted EBITDA

  $ 13,822     $ 9,722     $ 35,850     $ 35,593  

Adjusted EBITDA Margin

    16.5 %     11.8 %     14.2 %     14.0 %

 







 

TruBridge, Inc.

Reconciliation of Non-GAAP Financial Measures

(In '000s, except per share data)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 

Non-GAAP Net Income (loss) and Non-GAAP EPS:

 

2024

   

2023

   

2024

   

2023

 

Net loss, as reported

  $ (9,809 )   $ (3,562 )   $ (17,374 )   $ (3,315 )
                                 

Pre-tax adjustments for Non-GAAP EPS:

                               

Amortization of acquisition-related intangible assets

    3,126       4,014       9,379       12,043  

Stock-based compensation

    1,398       1,038       3,698       2,162  

Severance and other nonrecurring charges

    4,018       7,392       12,449       15,313  

Non-cash interest expense

    107       90       314       270  

After-tax adjustments for Non-GAAP EPS:

                               

Tax-effect of pre-tax adjustments, at 21%

    (1,816 )     (2,632 )     (5,426 )     (6,255 )

Tax shortfall (windfall) from stock-based compensation

    13       8       126       65  
                                 

Non-GAAP net income (loss)

  $ (2,963 )   $ 6,348     $ 3,166     $ 20,283  
                                 

Weighted average shares outstanding, diluted

    14,323       14,205       14,290       14,181  
                                 

Non-GAAP EPS

  $ (0.21 )   $ 0.45     $ 0.22     $ 1.43  

 

TruBridge, Inc.

Patient Care Revenue Composition

(In '000s)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Recurring revenues - Patient Care

                               

Acute care

  $ 26,584     $ 29,068     $ 80,726     $ 88,420  

Post-acute care

    -       3,594       597       11,230  

Total recurring revenues - Patient Care

    26,584       32,662       81,323       99,650  
                                 

Non-recurring revenues - Patient Care

                               

Acute care

    2,975       3,118       8,996       9,869  

Post-acute care

    -       350       70       1,075  

Total non-recurring revenues - Patient Care

    2,975       3,468       9,066       10,944  
                                 

Total Patient Care revenues

  $ 29,559     $ 36,130     $ 90,389     $ 110,594  

 



 

Explanation of Non-GAAP Financial Measures

 

We report our financial results in accordance with accounting principles generally accepted in the United States of America, or “GAAP.” However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items, when used as a supplement to financial performance measures that are prepared in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. Management uses these non-GAAP financial measures in order to evaluate the operating performance of the Company and compare it against past periods, make operating decisions, and serve as a basis for strategic planning. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. In addition, management understands that some investors and financial analysts find these non-GAAP financial measures helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors.

 

As such, to supplement the GAAP information provided, we present in this press release and during the live webcast discussing our financial results the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP net income, and Non-GAAP earnings per share (“EPS”).

We calculate each of these non-GAAP financial measures as follows:

 

Adjusted EBITDA – 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 nonrecurring charges; (vi) interest expense; (vii) change in fair value of contingent consideration; (viii) loss on asset held for sale; (ix) gain on sale of AHT; and (x) the provision (benefit) for income taxes.

 

Adjusted EBITDA Margin – Adjusted EBITDA Margin is calculated as Adjusted EBITDA, as defined above, divided by total revenue.

 

Non-GAAP net income – Non-GAAP net income consists of GAAP net income as reported and adjusts for (i) amortization of acquisition-related intangible assets; (ii) stock-based compensation; (iii) severance and other non-recurring charges; (iv) non-cash interest expense; (v) gain on sale of AHT; and (vi) the total tax effect of items (i) through (v).

 

Non-GAAP EPS – Non-GAAP EPS consists of Non-GAAP net income, as defined above, divided by weighted average shares outstanding (diluted) in the applicable period.

 

Certain of the items excluded or adjusted to arrive at these non-GAAP financial measures are described below:

 

Amortization of acquisition-related intangibles – Acquisition-related amortization expense is a non-cash expense arising primarily from the acquisition of intangible assets in connection with acquisitions or investments. We exclude acquisition-related amortization expense from non-GAAP financial measures because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Investors should note that the use of these intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation, and the related amortization expense will recur in future periods.

 







 

 

Stock-based compensation – Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards. We exclude stock-based compensation expense from non-GAAP financial measures because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of the timing and valuation of grants of new stock-based awards, including grants in connection with acquisitions. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods, and such expense will recur in future periods.

 

Severance and other nonrecurring charges – Non-recurring charges relate to certain severance and other charges incurred in connection with activities that are considered non-recurring. We exclude non-recurring expenses (primarily related to costs associated with our recent business transformation initiative and transaction-related costs) from non-GAAP financial measures because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods.

 

Non-cash Interest expense – Non-cash interest expense includes amortization of deferred debt issuance costs. We exclude non-cash interest expense from non-GAAP financial measures because we believe these non-cash amounts relate to specific transactions and, as such, may not directly correlate to the underlying performance of our business operations.

 

Interest expense: Interest expense represents (i) interest incurred on our term loan and revolving credit facility and (ii) non-cash interest expense. We exclude interest expense from non-GAAP financial measures because we believe these amounts relate to specific transactions and, as such, may not directly correlate to the underlying performance of our business operations.

 

Change in fair value of contingent consideration: The purchase agreement for our acquisition of Viewgol in 2023 contained contingent consideration, or “earnout,” provisions whereby the previous shareholders of Viewgol would receive additional consideration depending on the achievement of certain performance metrics. After the initial measurement period, U.S. GAAP requires that any adjustments to the estimated fair value of this contingent liability, including upon final determination of amounts due, should be recorded in the relevant period’s earnings. We exclude gains on contingent consideration from non-GAAP financial measures because we believe (i) the amount of such gains in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such gains can vary significantly between periods.

 

Loss on assets held for sale: Loss on assets held for sale represents the excess of book value of assets sold over the proceeds received in connection with the sale of real estate assets during the period. We exclude loss on sale of real estate assets held for sale from non-GAAP financial measures because we believe (i) the amount of such gains gain or loss in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such gains gain or loss can vary significantly between periods.

 

Gain on sale of AHT: Gain on sale of AHT represents the excess of proceeds received over the net assets sold from our sale of AHT, our previously wholly-owned post-acute business, in January 2024. We exclude gain on sale of AHT from non-GAAP financial measures because we believe the amount relates to specific transaction and, as such, may not directly correlate to the underlying performance of our business operations

 

Tax shortfall (windfall) from stock-based compensation – ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, became effective for the Company during the third quarter of 2017 and changes the treatment of tax shortfall and excess tax benefits arising from stock based compensation arrangements. Prior to ASU 2016-09, these amounts were recorded as an increase (for excess benefits) or decrease (for shortfalls) to additional paid-in capital. With the adoption of ASU 2016-09, these amounts are now captured in the period’s income tax expense. We exclude this component of income tax expense from non-GAAP financial measures because we believe (i) the amount of such expenses or benefits in any specific period may not directly correlate to the underlying performance of our business operations; and (ii) such expenses or benefits can vary significantly between periods as a result of the valuation of grants of new stock-based awards, the timing of vesting of awards, and periodic movements in the fair value of our common stock.

 

Management considers these non-GAAP financial measures to be important indicators of our operational strength and performance of our business and a good measure of our historical operating trends, in particular the extent to which ongoing operations impact our overall financial performance. In addition, management may use Adjusted EBITDA, Non-GAAP net income and/or Non-GAAP EPS to measure the achievement of performance objectives under the Company’s stock and cash incentive programs. Note, however, that these non-GAAP financial measures are performance measures only, and they do not provide any measure of cash flow or liquidity. Non-GAAP financial measures are not alternatives for measures of financial performance prepared in accordance with GAAP and may be different from similarly titled non-GAAP measures presented by other companies, limiting their usefulness as comparative measures. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Additionally, there is no certainty that we will not incur expenses in the future that are similar to those excluded in the calculations of the non-GAAP financial measures presented in this press release. Investors and potential investors are encouraged to review the “Unaudited Reconciliation of Non-GAAP Financial Measures” above.