TruBridge, Inc. (TBRG)

CIK: 0001169445. SIC: 7371 Services-Computer Programming Services. Latest 10-K as of: 2026-03-31.

SIC breadcrumb: Services > Business Services > SIC 7371 Services-Computer Programming Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1169445. Latest filing source: 0001169445-26-000006.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001169445.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001169445.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001169445-26-000009.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

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 compri

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-31. Report date: 2025-12-31.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the "Selected Financial Data" and our financial statements and the related notes included elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those set forth under "Risk Factors" and elsewhere in this Annual Report.

Background

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 RCM-related 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. and Healthland, Inc. as its wholly-owned direct and indirect subsidiaries.

Founded in 1979, TruBridge is a leading provider of healthcare services and solutions for 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. These reporting segments contribute towards the combined focus of improving the health of the communities we serve as follows:

•The Financial Health reporting segment focuses on providing business management, consulting, and managed IT services along with a complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider.

•The Patient Care segment provides comprehensive acute care EHR solutions and related services for community hospitals and their physician clinics. The Patient Care segment also offers comprehensive patient engagement and empowerment technology solutions to improve patient outcomes and engagement strategies with care providers.

Our companies currently support community hospitals and other healthcare systems with a geographically diverse patient mix within the domestic community healthcare market. Our target market for our Financial Health and Patient Care solutions includes community hospitals with fewer than 400 acute care beds and their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. Approximately 98% of our Patient Care hospital customer base is comprised of hospitals with fewer than 100 beds.

See Note 18 to the 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 community hospitals and larger health systems, and pursuing competitive Patient Care takeaway opportunities. We may also seek to grow through acquisitions of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals.

48

Our growth strategy is heavily dependent on our ability to cross-sell Financial Health services to our Patient Care customer base. As such, 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 retention rates by reference to the amount of beginning-of-period Patient Care recurring revenues that have not been lost due to customer attrition from our production environment customer base. 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 90th percentile ranges. Specifically, we achieved retention rates between 92.1% and 98.2% in 2021 through 2025, as EHR product consolidation has led to an increase in attrition from our non-flagship products during recent years (retention for our flagship EHR product was approximately 97.2% in 2025). 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. As such, 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 is expected to result 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.

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 patient populations and to coordinate patient care across a multitude of settings, while optimizing operating efficiency along the way.

Additionally, healthcare organizations with a large dependency on Medicare and Medicaid populations, such as community hospitals, have been affected by the challenging financial condition of the federal government and many state governments and government programs. Accordingly, we recognize that prospective hospital clients often do not have the necessary capital to make investments in information technology 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.

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 acute care Patient Care installations in 2018, increasing to 100% during 2022 through 2025. 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 financial statements being reduced Patient Care revenues in the period of installation in exchange for

49

increased recurring periodic revenues (reflected in Patient Care revenues) over the term of the SaaS arrangement. This naturally places downward pressure on short-term revenue growth and profitability metrics, but benefits long-term revenue growth and profitability which, in our view, is consistent with our goal of delivering long-term shareholder value.

For customers electing to purchase our technology solutions under a traditional perpetual license, we have historically made financing arrangements available on a case-by-case basis, depending on the various aspects of the proposed contract and customer attributes. These financing arrangements have comprised the majority of our perpetual license installations over the past several years, and include short-term payment plans and longer-term lease financing through us or third-party financing companies. The aforementioned shift in customer preference towards SaaS arrangements has significantly reduced the frequency of new financing arrangements for customer purchases under a perpetual license. When combined with scheduled payments on existing financing arrangements, the reduced frequency of new financing arrangements has resulted in a substantial reduction in financing receivables during 2025.

For those perpetual license clients not seeking a financing arrangement, the payment schedule of the typical contract is structured to provide for a scheduling deposit due at contract signing, with the remainder of the contracted fees due at various stages of the installation process (delivery of hardware, installation of software and commencement of training, and satisfactory completion of a monthly accounting cycle or end-of-month operation by each respective application, as applicable).

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 organization 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 in 2025, we have greatly enhanced our control over the resource availability for this initiative and we expect to achieve meaningful per-unit cost efficiencies.

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.

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. While we continually seek to proactively manage controllable expenses, inflationary pressure on costs has led to, and could lead to, erosion of margins.

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2025 Financial Overview

We generated revenues of $346.8 million from the sale of our products and services during 2025, compared to $342.2 million during 2024. The increase was primarily due to incremental revenue generated from new bookings across both segments, partially offset by customer attrition. Net income (loss) increased by $25.3 million to a net income of $4.4 million during 2025, compared to a net loss of $20.9 million during 2024. This was driven by an increase in operating income of $14.5 million primarily due to (i) revenue growth, (ii) reduction in costs due to the global offshore initiative and labor cost optimization, (iii) lower severance and other non-recurring charges, and (iv) lower depreciation and amortization, including $2.9 million of accelerated amortization of software development costs associated with the sunset of one of the Company’s products in the second quarter of 2024. In addition, interest expense declined by $3.9 million. Corresponding to this increased profitability, net cash provided by operating activities increased by $5.8 million, from $31.1 million provided by operations during 2024 to $37.0 million provided by operations during 2025. Total investment in capital expenditures, excluding proceeds from sale of property and equipment, decreased by $1.0 million, or 5%, to $17.1 million during 2025, compared to $18.1 million during 2024. Total capitalized software development costs decreased by $0.7 million, or 4%, compared to 2024, driven by reductions in product development labor and offshore cost through optimization initiatives. Purchases of property and equipment decreased by $0.3 million, or 20%, from the prior year period due to fewer purchases of computer equipment.

Results of Operations

The following table sets forth certain items included in our results of operations for each of the three years in the period ended December 31, 2025, expressed as a percentage of our total revenues for these periods:

Year ended December 31,

2025

2024

2023

(In thousands)

Amount

% Sales

Amount

% Sales

Amount

% Sales

INCOME DATA:

Revenues:

Financial Health

$

221,657 

63.9 

%

$

217,366 

63.5 

%

$

193,334 

57.4 

%

Patient Care

125,179 

36.1 

%

124,839 

36.5 

%

143,630 

42.6 

%

Total revenues

346,836 

100.0 

%

342,205 

100.0 

%

336,964 

100.0 

%

Expenses

Costs of revenue (exclusive of amortization and depreciation)

Financial Health

113,891 

32.8 

%

116,738 

34.1 

%

109,881 

32.6 

%

Patient Care

49,083 

14.2 

%

52,182 

15.2 

%

65,682 

19.5 

%

Total costs of revenue (exclusive of amortization and depreciation)

162,974 

47.0 

%

168,920 

49.4 

%

175,563 

52.1 

%

Product development

32,557 

9.4 

%

35,449 

10.4 

%

38,827 

11.5 

%

Sales and marketing

23,509 

6.8 

%

25,907 

7.6 

%

27,531 

8.2 

%

General and administrative

80,687 

23.3 

%

76,992 

22.5 

%

76,153 

22.6 

%

Amortization

25,185 

7.3 

%

27,220 

8.0 

%

24,377 

7.2 

%

Depreciation

1,092 

0.3 

%

1,346 

0.4 

%

1,946 

0.6 

%

Goodwill impairment

— 

— 

%

— 

— 

%

35,913 

10.7 

%

Trademark impairment

— 

— 

%

— 

— 

%

2,342 

0.7 

%

Total expenses

326,004 

94.0 

%

335,834 

98.1 

%

382,652 

113.6 

%

Operating income (loss)

20,832 

6.0 

%

6,371 

1.9 

%

(45,688)

(13.6)

%

Other income (expense):

Other income (expense)

(4,647)

(1.3)

%

(670)

(0.2)

%

745 

0.2 

%

Interest expense

(12,316)

(3.6)

%

(16,169)

(4.7)

%

(12,521)

(3.7)

%

Total other expense

(16,963)

(4.9)

%

(16,839)

(4.9)

%

(11,776)

(3.5)

%

Income (loss) before taxes

3,869 

1.1 

%

(10,468)

(3.1)

%

(57,464)

(17.1)

%

Provision (benefit) for income taxes

(485)

(0.1)

%

10,477 

3.1 

%

(9,331)

(2.8)

%

Net income (loss)

$

4,354 

1.3 

%

$

(20,945)

(6.1)

%

$

(48,133)

(14.3)

%

51

2025 Compared to 2024

Revenues

Total revenues for the year ended December 31, 2025 increased by $4.6 million, or 1%, compared to the year ended December 31, 2024.

Total revenues were comprised of the following for the years ended December 31, 2025 and 2024:

Year ended December 31,

(In thousands)

2025

2024

Recurring revenues

Financial Health

$

217,783 

$

212,054 

Patient Care

109,370 

111,325 

Total recurring revenues

327,153 

323,379 

Non-recurring revenues

Financial Health

3,874 

5,312 

Patient Care

15,809 

13,514 

Total non-recurring revenues

19,683 

18,826 

Total revenues

$

346,836 

$

342,205 

Financial Health revenues increased by $4.3 million, or 2%, compared to 2024. Recurring Financial Health revenues increased by $5.7 million compared to the prior year period, primarily due to an increase in revenue generated by bookings, partially offset by customer attrition. Non-recurring Financial Health revenues decreased by $1.4 million, primarily due to fewer short-term consulting projects compared to the prior year period.

Patient Care revenues increased by $0.3 million, or 0%, from the prior year period, primarily due to an increase in revenue from EHR installations, new SaaS contracts, and migrations to SaaS arrangements, partially offset by the impact of the sunset of our Centriq product and the sale of AHT. Centriq and AHT revenue accounted for $3.6 million in 2025, compared to $8.6 million in 2024. Patient Care revenue excluding Centriq and AHT was $121.6 million in 2025, up 5% from $116.3 million in 2024. Recurring Patient Care revenues decreased by $2.0 million, or 2%, compared to 2024. The decrease was driven by the decline in revenue due to the Centriq sunset and customer attrition in the Patient Engagement business, partially offset by revenue generated by bookings. Non-recurring Patient Care revenues increased by $2.3 million, or 17%, compared to 2024. This increase was due to an increase in installation revenue from new contracts.

Costs of Revenue (exclusive of amortization and depreciation)

Total costs of revenue (exclusive of amortization and depreciation) decreased by $5.9 million compared to 2024. As a percentage of total revenues, costs of revenue (exclusive of amortization and depreciation) decreased to 47% during 2025 compared to 49% during 2024.

Costs associated with our Financial Health revenues decreased by $2.8 million, or 2%, compared to 2024, driven by a reduction in domestic labor costs as a result of the transition to the global workforce and the effects of the 2024 cost optimization initiative.

Costs associated with our Patient Care revenues decreased by $3.1 million, or 6%, compared to 2024, primarily due to cost optimization efforts including reductions to labor costs, software costs, and travel expense.

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 $2.9 million, or 8%, compared to 2024, primarily due to reductions in labor, offshore, and cloud expenses as a result of cost optimization initiatives.

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Sales and Marketing

Sales and marketing costs decreased by $2.4 million, or 9%, compared to 2024, driven by lower commissions due to the product mix of bookings.

General and Administrative

General and administrative expenses increased by $3.7 million, or 5%, compared to 2024. The increase was mainly driven by increased payroll and stock-based compensation and professional service fees, partially offset by a decrease in severance and lower bad debt expense.

Amortization & Depreciation

Combined amortization and depreciation expense decreased by $2.3 million, or 8%, primarily due to $2.9 million of accelerated amortization of software development costs associated with the sunset of one of the Company’s products in the second quarter of 2024.

Total Other Expense

Total other expense of $17.0 million in 2025 increased from $16.8 million in 2024. The increase was driven by a $4.0 million increase to other expense driven by change in fair value of contingent consideration. This was partially offset by a decrease in loss on real estate sale in 2024, and a $3.9 million reduction in interest expense, primarily from lower debt.

Income (Loss) Before Taxes

As a result of the foregoing factors, income (loss) before taxes improved to income of $3.9 million in 2025, compared to a loss of $10.5 million in 2024.

(Benefit) Provision for Income Taxes

Our effective income tax rates for 2025 and 2024 were (13)% and (100%), respectively. Our effective tax rate for 2025 was primarily impacted by changes in the federal and state valuation allowances and research and development tax credits recorded on deferred tax assets as of December 31, 2025. This valuation allowance is recorded as, in the judgment of management, the deferred tax assets are not more likely than not to be realized.

Net Income (Loss)

Net Income (loss) for 2025 improved by $25.3 million to income of $4.4 million, or $0.29 per basic and diluted share, compared to a loss of $20.9 million, or a loss of $1.41 per basic and diluted share, for 2024.

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.

Adjusted EBITDA consists of GAAP net income (loss) as reported and adjusts for (i) depreciation expense; (ii) amortization of software development costs; (iii) amortization of acquisition-related intangible assets; (iv) stock-based compensation; (v) severance and other non-recurring charges; (vi) interest expense and other income, net; (vii) impairment of goodwill; (viii) impairment of trademark intangibles; (ix) change in fair value of contingent consideration; (x) loss (gain) on disposal of property and equipment; (xi) gain on sale of AHT; and (xii) the (benefit) provision for income taxes. The segment measurements provided to and evaluated by the chief operating decision maker ("CODM") are described in Note 18 to the consolidated financial statements. These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.

53

The following table presents a summary of the revenues and Adjusted EBITDA of our two operating segments for the years ended December 31, 2025 and 2024.

Year Ended December 31,

Change

2025

2024

$

%

(In thousands)

Revenues by segment:

Financial Health

$

221,657 

$

217,366 

$

4,291 

2 

%

Patient Care

125,179 

124,839 

340 

— 

%

Adjusted EBITDA by segment:

Financial Health

$

39,978 

$

36,845 

$

3,133 

9 

%

Patient Care

28,691 

19,054 

9,637 

51 

%

Segment Revenues

Refer to the corresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis. There are no intersegment revenues to be eliminated in computing segment revenue.

Segment Adjusted EBITDA - Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Financial Health Adjusted EBITDA increased by $3.1 million, or 9%, compared to 2024. This increase was due to year over year growth from new bookings and a reduction in domestic labor costs as a result of the transition to the global workforce, partially offset by increased product development and administrative costs.

Patient Care Adjusted EBITDA increased by $9.6 million, or 51%, compared to 2024. This increase was primarily a result of an increase in installation and SaaS revenues and cost optimization efforts across labor costs, software costs, travel expense and product development expense.

2024 Compared to 2023

For a discussion and analysis of changes in financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 17, 2025.

Liquidity and Capital Resources

Sources of Liquidity

As of December 31, 2025, our principal sources of liquidity consisted of cash and cash equivalents of $24.9 million and our remaining borrowing capacity under the revolving credit facility of $82.5 million, compared to $12.3 million of cash and cash equivalents and $43.6 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2024. In January 2016, we entered into a syndicated credit agreement which provided for a $125 million term loan facility and a $50 million revolving credit facility. On June 16, 2020, we entered into an Amended and Restated Credit Agreement that increased the aggregate principal amount of our credit facilities to $185 million, which included a $75 million term loan facility and a $110 million revolving credit facility. On May 2, 2022, we entered into a First Amendment to the Amended Restated Credit Agreement that further increased the aggregate principal amount of our credit facilities to $230 million, which included a $70 million term loan facility and a $160 million revolving credit facility. 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.

As of December 31, 2025, we had $166.6 million in principal amount of indebtedness outstanding under the credit facilities. We believe that our cash and cash equivalents of $24.9 million as of December 31, 2025, our future operating cash flows, and

54

our remaining borrowing capacity under the revolving credit facility of $82.5 million as of December 31, 2025, taken together, provide adequate resources to fund ongoing cash requirements for the next twelve months and beyond. We cannot provide assurance that our actual cash requirements will not be greater than we expect as of the date of filing of this Annual Report on Form 10-K. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.

Additionally, the Amended Credit Agreement requires compliance with a consolidated net leverage ratio test and a fixed charge coverage ratio test. The calculation of the fixed charge coverage ratio was amended on March 10, 2023, and the Company received waivers of the Company’s failure to comply with the fixed charge coverage ratio as an event of default as of September 30, 2023 and December 31, 2023 from Regions Bank, as administrative agent, and various other lenders. The Company’s management has implemented enhanced financial forecasting and covenant‑monitoring procedures, increased the frequency of lender communications, strengthened executive monitoring over liquidity planning, and adopted cost‑management initiatives intended to maintain adequate covenant cushions, but there is no guarantee that the Company will remain in compliance or obtain amendments to avoid future covenant violations. Any failure by us to comply with the ratios or another covenant may result in an event of default, which may require us to obtain additional sources of funds as described above.

Aside from normal operating cash requirements, obligations under our Credit Agreement (as 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 $5.8 million from $31.1 million for 2024 to $37.0 million for 2025, as the Company’s net income (loss) increased by $25.3 million. The increase in cash flows provided by operations was primarily driven by the increased collections from improved working capital management partially offset by the timing of income tax payments.

Investing Cash Flow Activities

Net cash used in investing activities was $14.7 million during 2025, compared to net cash provided by investing activities of $5.1 million during 2024. Net cash used in investing activities reflects investments in software development of $15.8 million and purchases of property and equipment of $1.3 million, partially offset by sale of business of $2.1 million and sale of property and equipment of $0.3 million. Net cash provided by investing activities for 2024 included proceeds from sale of business of $21.4 million and property and equipment of $2.5 million, partially offset by investments in software development of $16.5 million and purchases of property and equipment of $1.6 million.

Financing Cash Flow Activities

During 2025, our financing activities were a net use of cash in the amount of $9.7 million, as long-term debt principal payments of $189.0 million and $1.9 million used to repurchase shares of our common stock (to fund required tax withholding related to the vesting of restricted stock) were partially offset by $112.9 million in borrowings from our revolving line of credit and $68.4 million in net proceeds from long-term debt. During 2024, our financing activities were a net use of cash in the amount of $27.7 million, as long-term debt principal payments of $56.3 million and $0.4 million used to repurchase shares of our common stock (to fund required tax withholding related to the vesting of restricted stock) were partially offset by $29.5 million in borrowings from our revolving line of credit.

55

Stock Repurchases

On September 4, 2020, our Board of Directors approved a stock repurchase program to repurchase up to $30.0 million in aggregate amount of the Company's outstanding shares of common stock through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. On July 27, 2022, our Board of Directors extended the expiration of the stock repurchase program to September 4, 2024. The share repurchase program expired according to its terms on September 4, 2024. These shares could be purchased from time to time throughout the duration of the stock repurchase program depending upon market conditions. Our ability to repurchase any shares in future periods is subject to approval of a new repurchase program by our Board of Directors and compliance with the terms of our Amended and Restated Credit Agreement. Concurrent with the authorization of this stock repurchase program in September 2020, the Board of Directors opted to indefinitely suspend all quarterly dividends.

Common Stock Rights Agreement

On March 26, 2024, the 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 were 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”). 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 time of the Rights Agreement to expire on 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.

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 Rights would only become exercisable upon the occurrence of certain events as described in the Rights Agreement, which did not occur prior to the Rights expiring on February 12, 2025.

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.

Credit Agreement

As of December 31, 2025, we had $69.1 million in principal amount outstanding under the term loan facility and $97.5 million in principal amount outstanding under the revolving credit facility. Each of our credit facilities bears interest at a rate per annum equal to an applicable margin plus, at our option, either (1) Term SOFR for the relevant interest period, subject to a floor of 0.0%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). 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.

Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning December 31, 2025, with quarterly principal payments of approximately $0.9 million through September 30, 2030, and the outstanding principal balance due on the term loan maturity date of November 25, 2030, or such earlier date as such obligations may become due and payable pursuant to the terms of the Amended Credit Agreement. Any principal outstanding under the revolving credit facility is due and payable on the revolving loan maturity date of November 25, 2030, or such earlier date as such obligations may become due and payable pursuant to the terms of the Amended Credit Agreement.

Our 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 Credit Agreement are also guaranteed by the Subsidiary Guarantors. Refer to Note 13 of the consolidated financial statements included herein for additional detail regarding our credit facilities.

56

Bookings

Bookings is a key operational metric used by management to assess the relative success of our sales generation efforts, and were as follows for the years ended December 31, 2025 and 2024, respectively:

(In thousands)

2025

2024

Financial Health(1)

$

47,727 

$

48,860 

Patient Care(2)

35,201 

33,214 

Total Bookings

$

82,928 

$

82,074 

(1) Generally calculated as the annual contract value

(2) Generally calculated as the total contract value for system sales and SaaS, and annual contract value for maintenance and support

Financial Health bookings during 2025 decreased by $1.1 million, or 2%, compared to 2024, driven by a reduction of net-new bookings of $8.0 million, partially offset by an increase in cross-sell bookings of $6.9 million, primarily from the Encoder solution. The reduction in net-new bookings included a decrease in Viewgol bookings of $0.4 million.

Patient Care bookings during 2025 increased by $2.0 million, or 6%, compared to 2024. This increase was primarily driven by acute care net-new bookings, which increased by $4.5 million, or 48%, offset by cross-sell bookings, which decreased by $2.5 million, or 10%, compared to 2024.

“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 twelve-month period and an average timeframe for bookings-to-revenue conversion of four to six months following contract execution.

Annual Contract Value

Effective January 2025, the Company began providing bookings on an Annual Contract Value (“ACV”) basis in addition to the reported bookings amounts, which has historically represented a mix of ACV and Total Contract Value (“TCV”) for Patient Care bookings. This new methodology of reporting total bookings at ACV represents the newly contracted revenue that is expected to be recognized over a twelve-month period. Over the course of 2025, the Company has provided total bookings under both methodologies for year-over-year comparability before fully transitioning to ACV in 2026.

The table below represents bookings using the ACV methodology for the year ended December 31, 2025:

(In thousands)

2025

Financial Health

47,727 

Patient Care

23,162 

Total bookings

$

70,889 

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.

57

Critical Accounting Policies and Estimates

General 

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We are required to make some estimates and judgments that affect the preparation of these financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, but actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to clients in an amount that reflects the consideration we expect to receive in exchange for those products and services. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The Company employs the 5-step revenue recognition model under ASC 606, Revenue from Contracts with Customers, to: (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Refer to Note 2 to the consolidated financial statements included herein for further discussion regarding our revenue recognition policies and significant judgments involved in our application of ASC 606. Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ and we may be exposed to increases or decreases in revenue that could be material.

Business Combinations, including Purchased Intangible Assets

The Company accounts for business combinations at fair value. Acquisition costs are expensed as incurred and recorded in general and administrative expenses. Measurement period adjustments relate to adjustments to the fair value of assets acquired and liabilities assumed based on information that we should have known at the time of acquisition. All changes to purchase accounting that do not qualify as measurement period adjustments are included in current period earnings.

The fair value amount assigned to an intangible asset is based on an exit price from a market participant’s viewpoint, and utilizes data such as discounted cash flow analysis and replacement cost models. We review acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Goodwill

Goodwill and other long‑lived assets represent a significant portion of the Company’s total assets. Goodwill represents the excess of consideration paid over the estimated fair value of the identifiable net tangible and intangible assets acquired in business combinations. Goodwill is not amortized and is evaluated for impairment at least annually as of October 1, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

We evaluate goodwill for impairment at the reporting unit level in accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”). The Company has identified two reporting units, Patient Care and Financial Health. All assets and liabilities are assigned to their respective reporting units based on management’s judgment.

ASC 350 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of greater than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount, no further testing is required. If the qualitative assessment indicates otherwise, a quantitative goodwill impairment test is performed, in which the estimated fair value of the reporting unit is compared to its carrying amount, including goodwill. An impairment charge is recognized for the amount by which the carrying amount exceeds fair value.

For the annual goodwill impairment assessment performed during the year ended December 31, 2025, the Company elected to perform a qualitative assessment. In performing this assessment, management considered relevant events and circumstances, including, but not limited to, macroeconomic conditions, industry and market considerations, trends in market capitalization and share price, cost factors, overall financial performance of the reporting units, changes in forecasts, Company‑specific events, and changes in the carrying amount of net assets. Based on this assessment, management concluded that it was more likely than not that the fair value of each reporting unit exceeded its respective carrying amount.

58

In evaluating the results of the qualitative assessment, management also considered the outcomes of prior quantitative goodwill impairment analyses, including the extent to which estimated fair values exceeded carrying values and the sensitivity of those valuations to changes in key assumptions. The most recent quantitative assessment indicated that the reporting units had reasonable headroom. The Company’s most recent quantitative goodwill impairment test was performed as of October 1, 2024, and utilized both income and market approaches to estimate the fair value of each reporting unit. Under each valuation approach, the estimated fair value exceeded the respective carrying value, and no impairment was recorded.

The determination of whether goodwill is impaired involves significant judgment and estimates, including the identification of reporting units, the assignment of assets and liabilities, the estimation of future cash flows, discount rates, growth assumptions, and market‑based valuation inputs. Given the substantial excess of fair value over carrying amounts, we believe the likelihood of obtaining materially different results based on a change of assumptions to be low.

Software Development Costs

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. Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. We capitalize direct costs related to application development activities that are probable to result in additional functionality according to ASC 350-40. Capitalized costs are amortized on a straight-line basis over five years. We test for impairment whenever events or changes in circumstances that could impact recoverability occur. Under ASC 985-20, costs incurred before technological feasibility are expensed as research and development. Costs incurred after technological feasibility and before the product is available for general release to customers are capitalized according to ASC 985-20. Capitalized costs are amortized based on the current and expected future revenue for each software solution with minimum annual amortization equal to the straight-line amortization over the estimated economic life of the solution, which is estimated to be five years. We periodically reassess the estimated economic life and the recoverability of our capitalized software costs. If we determine that capitalized amounts are not recoverable based on the expected net cash flows to be generated from sales of the applicable software solutions, the amount by which the unamortized capitalized costs exceed the net realizable value is written off as a charge to earnings.

Quantitative and Qualitative Disclosures about Market and Interest Rate Risk

Our exposure to market risk relates primarily to the potential fluctuations in the Secured Overnight Financing Rate ("SOFR") which replaced the British Bankers Association London Interbank Offered Rate ("LIBOR") as the benchmark interest rate for our credit facilities. We had $166.6 million of outstanding borrowings under our credit facilities with Regions Bank at December 31, 2025. The term loan facility and revolving credit facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) Term SOFR for the relevant interest period, subject to a floor of 0.0%, (2) an alternate base rate determined by reference to the greatest of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). Accordingly, we are exposed to fluctuations in interest rates on borrowings under our credit facilities. A one hundred basis point change in interest rate on our borrowings outstanding as of December 31, 2025 would result in a change in interest expense of approximately $1.7 million annually.

We did not have investments as of December 31, 2025. We do not currently utilize derivative financial instruments to manage our interest rate risks.

Recent Accounting Pronouncements

Reference is made to Note 2 to the consolidated financial statements for a discussion of accounting pronouncements that have been recently issued which we have not yet adopted.