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)
|
Title of each Class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, par value $0.001 per share
|
CPSI
|
The NASDAQ Stock Market LLC
|
Emerging growth company
|
☐ |
☐ |
•
|
Article I, Section 1.1 (Meetings of Stockholders –
Place of Meetings). This section has been revised to explicitly authorize holding any meeting of stockholders by means of remote communication, as permitted under the Delaware General Corporation Law
(the “DGCL”).
|
•
|
Article I, Section 1.4 (Meetings of Stockholders –
Notice of Meetings). This section has been revised to clarify that only notices of special stockholders’ meetings are required to set forth the purpose or purposes of the meeting.
|
•
|
Article I, Section 1.7 (Meetings of Stockholders –
Adjournment). This section has been revised to reflect the concept of a virtual meeting being adjourned and reflects updated Section 222(c) of the DGCL, which expands the circumstances under which an
adjourned meeting can be reconvened without the Company having to send out a new meeting notice.
|
•
|
Article I, Section 1.8 (Meetings of Stockholders –
Organization and Order of Business). This section has been revised to clarify that, in addition to the Chairman, the Board may adopt procedural rules and regulations for meetings. This section also
clarifies that only the Board may choose a chairperson in the Chairman’s absence, and that the chairperson may take all actions appropriate for the proper conduct of a meeting.
|
•
|
Article I, Section 1.10 (Meetings of Stockholders –
Proxies). This section has been revised to reflect updated Section 116 of the DGCL, which includes a safe harbor for the execution and delivery by electronic transmission of documents relating to a
stockholder’s authorization of another person to act for the stockholder by proxy.
|
•
|
Article I, Section 1.12 (Meetings of Stockholders –
Stockholder List). This section has been revised to reflect updated Section 219(a) of the DGCL, which no longer requires the Company to make the stockholder list available for inspection during the
stockholders’ meeting.
|
•
|
Article I, Section 1.13 (Meetings of Stockholders –
Proper Business at Annual Meetings). This section has been revised to add the requirement that, in order to properly bring business before a meeting, a Record Stockholder must include in its notice to
the Secretary all information that is required to be disclosed in a proxy statement on Schedule 14A.
|
•
|
Article II, Section 2.2 (Board of Directors –
Nomination Procedures). Section 2.2(a) has been revised to clarify that a director nominee must consent to being named in any proxy statement in accordance with Rule 14a-19 under the Securities
Exchange Act of 1934, as amended (the “Universal Proxy Rules”). This section further requires the nominee to represent that they will not become a party to certain Voting Commitments, as detailed in the Bylaws. In addition, Section 2.2(a)
adds the requirement that a Nominating Record Stockholder must (i) notify the Company if it intends to solicit proxies in accordance with the Universal Proxy Rules and (ii) provide all information that is required to be disclosed in a proxy
statement on Schedule 14A.
|
|
Section 2.2(b) has been revised to add that if a Nominating Record Stockholder intends to solicit proxies in
accordance with the Universal Proxy Rules but subsequently fails to comply with such rules, proxies voted for such nominee(s) will be disregarded. Section 2.2(b) further provides that the Company may request confirmation prior to the
applicable meeting that the Nominating Record Stockholder has met the requirements of the Universal Proxy Rules.
|
•
|
Article II, Section 2.7 (Board of Directors –
Actions Without Meetings). This section has been revised to provide that actions by written consent of the members of the Board may be documented, signed, delivered and filed with the proceedings of
the Board in any manner permitted by Section 116 of the DGCL or otherwise in accordance with applicable law.
|
•
|
Article II, Section 2.8 (Board of Directors –
Committees of the Board). This section has been revised in order to reflect that the Board has elected for the Company to be governed by Section 141(c)(2)
of the DGCL. This section has also been revised to provide that actions by written consent of committee members may be documented, signed, delivered and filed with the proceedings of the committees in
any manner permitted by Section 116 of the DGCL or otherwise in accordance with applicable law.
|
•
|
Article II, Section 2.10 (Board of Directors –
Resignations). This section has been revised to clarify that a director’s notice of resignation may be delivered in writing or by electronic transmission.
|
•
|
Article III, Section 3.8 (Officers – Assistant
Secretary). This section has been removed to eliminate the requirement that an Assistant Secretary be appointed.
|
•
|
Article VI, Section 6.1 (Capital Stock –
Shares). This section has been revised to clarify that any two authorized officers of the Company may sign a certificate representing shares of stock in the Company, and to provide that, if any
signatory of a stock certificate ceases to be an officer before the certificate is issued, the certificate’s validity is not affected. This section also removes the storage requirements for the stock transfer books, which are now
contained in a general “Books and Records” provision.
|
•
|
Article VII, Section 7.8 (Miscellaneous –
Conflict with Applicable Law or Certificate of Incorporation). This section has been added to clarify that where the Bylaws of the Company conflict with any applicable law or the Company’s
Certificate of Incorporation, the conflict will be resolved in favor of such law or the Certificate of Incorporation.
|
•
|
Article VII, Section 7.9 (Miscellaneous – Books and
Records). This section has been added to update the electronic storage requirements for all of the Company’s books and records in compliance with Section 224 of the DCGL.
|
Exhibit Number
|
Exhibit
|
104
|
Cover Page Interactive Data File (embeded within the Inline XBRL document)
|
|
COMPUTER PROGRAMS AND SYSTEMS, INC.
|
|
|
By:
|
/s/ Matt J. Chambless
Matt J. Chambless
|
|
Chief Financial Officer, Secretary and Treasurer
|
Highlights for Third Quarter 2022:
MOBILE, Ala.--(BUSINESS WIRE)--November 1, 2022--CPSI (NASDAQ: CPSI), a healthcare solutions company, today announced results for the third quarter and nine months ended September 30, 2022.
Total revenues for the third quarter ended September 30, 2022, were $82.8 million, compared with total revenues of $70.1 million for the prior-year quarter. GAAP net income for the quarter ended September 30, 2022, was $2.2 million, or $0.15 per diluted share, compared with $2.7 million, or $0.19 per diluted share, for the quarter ended September 30, 2021. Cash provided by operations for the third quarter of 2022 was $11.1 million, compared with $1.3 million for the prior-year quarter. Net debt at September 30, 2022, was $124.8 million compared to $98.1 million at September 30, 2021.
Total revenues for the nine months ended September 30, 2022, were $243.4 million, compared with total revenues of $206.6 million for the prior-year period. GAAP net income for the nine months ended September 30, 2022, was $13.4 million, or $0.91 per diluted share, compared with $13.0 million, or $0.89 per diluted share, for the nine months ended September 30, 2021. Cash provided by operations for the first nine months of 2022 was $30.2 million, compared with $34.5 million for the prior-year period.
Matt Chambless, chief financial officer of CPSI, commented, “We were pleased to deliver 18% revenue growth year-over-year, which was driven largely by the contribution from Healthcare Resource Group, Inc., which we acquired in March. Our TruBridge segment once again saw outstanding cross-selling traction, as we increased TruBridge sales to the CPSI customer base by 30% sequentially and tripled our pipeline over the prior-year period. We are also thrilled to appoint new leaders of our business units who will propel CPSI toward its next chapter. This new alignment of our leadership team will more effectively support our core EHR base with value-added tools for revenue cycle management and patient engagement that will help our customers thrive in an uncertain and evolving healthcare environment.”
CPSI will hold a live webcast to discuss third quarter 2022 results today, Tuesday, November 1, 2022, at 4:30 p.m. Eastern time. 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 website, www.cpsi.com.
About CPSI
CPSI is a leading provider of healthcare solutions and services. Founded in 1979, CPSI is the parent of six companies – Evident, LLC, American HealthTech, Inc., TruBridge, LLC, iNetXperts, Corp. d/b/a Get Real Health, TruCode LLC, and Healthcare Resource Group, Inc. Our combined companies are focused on helping improve the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our customers. Evident provides comprehensive EHR solutions for community hospitals and their affiliated clinics. American HealthTech is one of the nation’s largest providers of EHR solutions and services for post-acute care facilities. TruBridge focuses on providing business, consulting and managed IT services, along with its complete RCM solution, for all care settings. Get Real Health focuses on solutions aimed at improving patient engagement for individuals and healthcare providers. TruCode provides medical coding software that enables complete and accurate code assignment for optimal reimbursement. HRG provides specialized RCM solutions for facilities of all sizes. For more information, visit www.cpsi.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: the impact of the ongoing COVID-19 pandemic and related economic disruptions which have materially affected CPSI’s revenue and could materially affect CPSI’s gross margin and income, as well as CPSI’s financial position and/or liquidity; federal, state and local government actions to address and contain the impact of COVID-19 and their impact on us and our hospital clients; operational disruptions and heightened cybersecurity risks due to a significant percentage of our workforce working remotely; 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; 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 inability to properly manage growth in new markets we may enter; 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; potential failure to develop new products or enhance current products that keep pace with market demands; failure to develop new technology and products in response to market demands; failure of our products to function properly resulting in claims for medical and other losses; breaches of security and viruses in our systems resulting in customer claims against us and harm to our reputation; failure to maintain customer satisfaction through new product releases free of undetected errors or problems; failure to convince customers to migrate to current or future releases of our products; failure to maintain our margins and service rates; 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; general economic conditions, including changes in the financial and credit markets that may affect the availability and cost of credit to us or our customers; 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; lack of employment or non-competition agreement with most of our key personnel; inherent limitations in our internal control over financial reporting; vulnerability to significant damage from natural disasters; market risks related to interest rate changes; 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. Relative to our dividend policy, the payment of cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our leverage, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our Board of Directors. In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions. 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.
Computer Programs and Systems, Inc. | |||||||||||||||
Condensed Consolidated Statements of Income | |||||||||||||||
(In '000s, except per share data) | |||||||||||||||
(Unaudited) | |||||||||||||||
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|||||||||||||
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
Sales revenues: | |||||||||||||||
TruBridge |
$ |
47,878 |
|
$ |
34,531 |
|
$ |
139,569 |
|
$ |
98,736 |
|
|||
System sales and support |
|
34,949 |
|
|
35,560 |
|
|
103,855 |
|
|
107,893 |
|
|||
Total sales revenues |
|
82,827 |
|
|
70,091 |
|
|
243,424 |
|
|
206,629 |
|
|||
Costs of sales: | |||||||||||||||
TruBridge |
|
26,190 |
|
|
17,377 |
|
|
73,863 |
|
|
50,349 |
|
|||
System sales and support |
|
18,619 |
|
|
17,425 |
|
|
52,278 |
|
|
52,250 |
|
|||
Total costs of sales |
|
44,809 |
|
|
34,802 |
|
|
126,141 |
|
|
102,599 |
|
|||
Gross profit |
|
38,018 |
|
|
35,289 |
|
|
117,283 |
|
|
104,030 |
|
|||
Operating expenses: | |||||||||||||||
Product development |
|
7,822 |
|
|
7,700 |
|
|
22,036 |
|
|
22,598 |
|
|||
Sales and marketing |
|
7,309 |
|
|
5,200 |
|
|
22,578 |
|
|
15,813 |
|
|||
General and administrative |
|
13,458 |
|
|
14,184 |
|
|
41,235 |
|
|
38,322 |
|
|||
Amortization of acquisition-related intangibles |
|
4,486 |
|
|
3,674 |
|
|
12,917 |
|
|
10,114 |
|
|||
Total operating expenses |
|
33,075 |
|
|
30,758 |
|
|
98,766 |
|
|
86,847 |
|
|||
Operating income |
|
4,943 |
|
|
4,531 |
|
|
18,517 |
|
|
17,183 |
|
|||
Other income (expense): | |||||||||||||||
Other income |
|
355 |
|
|
123 |
|
|
914 |
|
|
1,160 |
|
|||
(Loss) gain on contingent consideration |
|
(589 |
) |
|
- |
|
|
992 |
|
|
- |
|
|||
Loss on extinguishment of debt |
|
- |
|
|
- |
|
|
(125 |
) |
|
- |
|
|||
Interest expense |
|
(1,771 |
) |
|
(825 |
) |
|
(4,044 |
) |
|
(2,249 |
) |
|||
Total other income (expense) |
|
(2,005 |
) |
|
(702 |
) |
|
(2,263 |
) |
|
(1,089 |
) |
|||
Income before taxes |
|
2,938 |
|
|
3,829 |
|
|
16,254 |
|
|
16,094 |
|
|||
Provision for income taxes |
|
777 |
|
|
1,085 |
|
|
2,904 |
|
|
3,065 |
|
|||
Net income |
$ |
2,161 |
|
$ |
2,744 |
|
$ |
13,350 |
|
$ |
13,029 |
|
|||
Net income per common share—basic |
$ |
0.15 |
|
$ |
0.19 |
|
$ |
0.91 |
|
$ |
0.89 |
|
|||
Net income per common share—diluted |
$ |
0.15 |
|
$ |
0.19 |
|
$ |
0.91 |
|
$ |
0.89 |
|
|||
Weighted average shares outstanding used in per common share computations: | |||||||||||||||
Basic |
|
14,365 |
|
|
14,334 |
|
|
14,405 |
|
|
14,276 |
|
|||
Diluted |
|
14,365 |
|
|
14,343 |
|
|
14,405 |
|
|
14,303 |
|
Computer Programs and Systems, Inc. | |||||||
Condensed Consolidated Balance Sheets | |||||||
(In '000s, except per share data) | |||||||
September 30, 2022 (unaudited) |
Dec. 31, 2021 |
||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents |
$ |
15,558 |
|
$ |
11,431 |
|
|
Accounts receivable, net of allowance for doubtful accounts of $2,565 and $1,826, respectively |
|
45,627 |
|
|
34,431 |
|
|
Financing receivables, current portion, net |
|
5,028 |
|
|
6,488 |
|
|
Inventories |
|
1,754 |
|
|
855 |
|
|
Prepaid income taxes |
|
955 |
|
|
4,599 |
|
|
Prepaid expenses and other |
|
11,890 |
|
|
11,194 |
|
|
Total current assets |
|
80,812 |
|
|
68,998 |
|
|
Property & equipment, net |
|
10,301 |
|
|
11,590 |
|
|
Software development costs, net |
|
23,955 |
|
|
11,644 |
|
|
Operating lease assets |
|
7,999 |
|
|
7,097 |
|
|
Financing receivables, net of current portion |
|
4,227 |
|
|
7,231 |
|
|
Other assets, net of current portion |
|
5,631 |
|
|
3,874 |
|
|
Intangible assets, net |
|
106,486 |
|
|
95,203 |
|
|
Goodwill |
|
198,584 |
|
|
177,713 |
|
|
Total assets |
$ |
437,995 |
|
$ |
383,350 |
|
|
Liabilities & Stockholders' Equity | |||||||
Current liabilities | |||||||
Accounts payable |
$ |
7,476 |
|
$ |
8,079 |
|
|
Current portion of long-term debt |
|
3,141 |
|
|
4,394 |
|
|
Deferred revenue |
|
12,255 |
|
|
11,529 |
|
|
Accrued vacation |
|
6,350 |
|
|
5,262 |
|
|
Other accrued liabilities |
|
16,181 |
|
|
17,163 |
|
|
Total current liabilities |
|
45,403 |
|
|
46,427 |
|
|
Long-term debt, less current portion |
|
137,174 |
|
|
94,966 |
|
|
Operating lease liabilities, net of current portion |
|
6,088 |
|
|
5,505 |
|
|
Deferred tax liabilities |
|
16,372 |
|
|
13,880 |
|
|
Total liabilities |
|
205,037 |
|
|
160,778 |
|
|
Stockholders' Equity | |||||||
Common stock, $0.001 par value; 30,000 shares authorized; 14,914 and 14,734 shares issued |
|
15 |
|
|
15 |
|
|
Treasury stock, 354 and 89 shares |
|
(10,824 |
) |
|
(2,576 |
) |
|
Additional paid-in capital |
|
192,363 |
|
|
187,079 |
|
|
Retained earnings |
|
51,404 |
|
|
38,054 |
|
|
Total stockholders' equity |
|
232,958 |
|
|
222,572 |
|
|
Total liabilities and stockholders' equity |
$ |
437,995 |
|
$ |
383,350 |
|
Computer Programs and Systems, Inc. | |||||||
Condensed Consolidated Statements of Cash Flows | |||||||
(In '000s) | |||||||
(Unaudited) | |||||||
Nine Months Ended September 30, |
|||||||
|
2022 |
|
|
|
2021 |
|
|
Operating activities: | |||||||
Net income |
$ |
13,350 |
|
$ |
13,029 |
|
|
Adjustments to net income: | |||||||
Provision for bad debt |
|
1,202 |
|
|
2,080 |
|
|
Deferred taxes |
|
(3,073 |
) |
|
2,306 |
|
|
Stock-based compensation |
|
5,284 |
|
|
4,179 |
|
|
Depreciation |
|
1,890 |
|
|
1,641 |
|
|
Loss on extinguishment of debt |
|
125 |
|
|
- |
|
|
Amortization of acquisition-related intangibles |
|
12,917 |
|
|
10,114 |
|
|
Amortization of software development costs |
|
2,283 |
|
|
527 |
|
|
Amortization of deferred finance costs |
|
242 |
|
|
220 |
|
|
Gain on contingent consideration |
|
(992 |
) |
|
- |
|
|
Loss on disposal of PP&E |
|
- |
|
|
313 |
|
|
Changes in operating assets and liabilities: | |||||||
Accounts receivable |
|
(6,877 |
) |
|
1,304 |
|
|
Financing receivables |
|
4,598 |
|
|
5,962 |
|
|
Inventories |
|
(899 |
) |
|
(67 |
) |
|
Prepaid expenses and other |
|
(1,982 |
) |
|
(2,892 |
) |
|
Accounts payable |
|
(988 |
) |
|
(2,723 |
) |
|
Deferred revenue |
|
726 |
|
|
1,414 |
|
|
Other liabilities |
|
(1,239 |
) |
|
(666 |
) |
|
Prepaid income taxes |
|
3,644 |
|
|
(2,267 |
) |
|
Net cash provided by operating activities |
|
30,211 |
|
|
34,474 |
|
|
Investing activities: | |||||||
Purchase of business, net of cash received |
|
(43,696 |
) |
|
(59,634 |
) |
|
Investment in software development |
|
(14,594 |
) |
|
(6,447 |
) |
|
Purchases of property and equipment |
|
(134 |
) |
|
(915 |
) |
|
Net cash used in investing activities |
|
(58,424 |
) |
|
(66,996 |
) |
|
Financing activities: | |||||||
Treasury stock purchases |
|
(8,248 |
) |
|
(1,222 |
) |
|
Proceeds from long-term debt |
|
575 |
|
|
- |
|
|
Payments of long-term debt principal |
|
(2,687 |
) |
|
(2,813 |
) |
|
Proceeds from revolving line of credit |
|
48,000 |
|
|
61,000 |
|
|
Payments of revolving line of credit |
|
(5,300 |
) |
|
(20,000 |
) |
|
Net cash provided by (used in) financing activities |
|
32,340 |
|
|
36,965 |
|
|
Net increase in cash and cash equivalents |
|
4,127 |
|
|
4,443 |
|
|
Cash and cash equivalents, beginning of period |
|
11,431 |
|
|
12,671 |
|
|
Cash and cash equivalents, end of period |
$ |
15,558 |
|
$ |
17,114 |
|
Computer Programs and Systems, Inc.
Consolidated Bookings (In '000s) |
||||||||||
Three Months Ended | Nine Months Ended | |||||||||
In '000s | 9/30/2022 | 9/30/2021 | 9/30/2022 | 9/30/2021 | ||||||
TruBridge(1) |
$ |
11,532 |
$ |
13,073 |
$ |
37,260 |
$ |
22,009 |
||
System sales and support(2) |
|
9,006 |
|
16,249 |
|
27,474 |
|
32,641 |
||
Total |
$ |
20,538 |
$ |
29,322 |
$ |
64,734 |
$ |
54,650 |
||
(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). |
Computer Programs and Systems, Inc. | |||||||||||
System Sales and Support Revenue Composition | |||||||||||
(In '000s) | |||||||||||
(Unaudited) | |||||||||||
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|||||||||
2022 |
|
2021 |
|
2022 |
|
2021 |
|||||
Recurring revenues - system sales and support | |||||||||||
Acute Care EHR |
$ |
27,237 |
$ |
26,775 |
$ |
81,333 |
$ |
80,792 |
|||
Post-acute Care EHR |
|
3,817 |
|
4,010 |
|
11,504 |
|
12,402 |
|||
Total recurring revenues - system sales and support |
|
31,054 |
|
30,785 |
|
92,837 |
|
93,194 |
|||
Nonrecurring revenues - system sales and support | |||||||||||
Acute Care EHR |
|
3,500 |
|
4,351 |
|
9,467 |
|
13,786 |
|||
Post-acute Care EHR |
|
395 |
|
424 |
|
1,551 |
|
913 |
|||
Total nonrecurring revenues - system sales and support |
|
3,895 |
|
4,775 |
|
11,018 |
|
14,699 |
|||
Total system sales and support revenues |
$ |
34,949 |
$ |
35,560 |
$ |
103,855 |
$ |
107,893 |
Computer Programs and Systems, Inc. | |||||||||||
Adjusted EBITDA - by Segment | |||||||||||
(In '000s) | |||||||||||
Three Months Ended |
|
Nine Months Ended |
|||||||||
In '000s |
9/30/2022 |
|
9/30/2021 |
|
9/30/2022 |
|
9/30/2021 |
||||
TruBridge |
$ |
8,060 |
$ |
6,840 |
$ |
27,609 |
$ |
20,216 |
|||
Acute Care EHR |
|
4,584 |
|
4,773 |
|
13,915 |
|
15,650 |
|||
Post-acute Care EHR |
|
705 |
|
624 |
|
1,147 |
|
2,487 |
|||
Total |
$ |
13,349 |
$ |
12,237 |
$ |
42,671 |
$ |
38,353 |
Computer Programs and Systems, Inc. | ||||||||||||
Reconciliation of Non-GAAP Financial Measures | ||||||||||||
(In '000s) | ||||||||||||
(Unaudited) | ||||||||||||
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||
Adjusted EBITDA: |
2022 |
|
2021 |
|
2022 |
|
2021 |
|||||
Net income, as reported |
$ |
2,161 |
$ |
2,744 |
$ |
13,350 |
|
$ |
13,029 |
|||
Deferred revenue and other acquisition-related adjustments |
|
- |
|
388 |
|
109 |
|
|
546 |
|||
Depreciation expense |
|
622 |
|
525 |
|
1,890 |
|
|
1,641 |
|||
Amortization of software development costs |
|
1,024 |
|
262 |
|
2,283 |
|
|
527 |
|||
Amortization of acquisition-related intangible assets |
|
4,486 |
|
3,674 |
|
12,917 |
|
|
10,114 |
|||
Stock-based compensation |
|
1,864 |
|
1,700 |
|
5,284 |
|
|
4,178 |
|||
Severance and other nonrecurring charges |
|
410 |
|
1,157 |
|
1,671 |
|
|
4,164 |
|||
Interest expense and other, net |
|
1,416 |
|
702 |
|
3,255 |
|
|
1,089 |
|||
Gain on contingent consideration |
|
589 |
|
- |
|
(992 |
) |
|
- |
|||
Provision for income taxes |
|
777 |
|
1,085 |
|
2,904 |
|
|
3,065 |
|||
Adjusted EBITDA |
$ |
13,349 |
$ |
12,237 |
$ |
42,671 |
|
$ |
38,353 |
Computer Programs and Systems, 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 and Non-GAAP EPS: |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net income, as reported |
$ |
2,161 |
|
$ |
2,744 |
|
$ |
13,350 |
|
$ |
13,029 |
|
|||
Pre-tax adjustments for Non-GAAP EPS: | |||||||||||||||
Deferred revenue and other acquisition-related adjustments |
|
- |
|
|
388 |
|
|
109 |
|
|
546 |
|
|||
Amortization of acquisition-related intangible assets |
|
4,486 |
|
|
3,674 |
|
|
12,917 |
|
|
10,114 |
|
|||
Stock-based compensation |
|
1,864 |
|
|
1,700 |
|
|
5,284 |
|
|
4,178 |
|
|||
Severance and other nonrecurring charges |
|
410 |
|
|
1,157 |
|
|
1,671 |
|
|
4,164 |
|
|||
Non-operating loss from lease termination (non-cash) |
|
- |
|
|
313 |
|
|
- |
|
|
313 |
|
|||
Non-cash interest expense |
|
90 |
|
|
73 |
|
|
242 |
|
|
220 |
|
|||
Loss on extinguishment of debt |
|
- |
|
|
- |
|
|
125 |
|
|
- |
|
|||
After-tax adjustments for Non-GAAP EPS: | |||||||||||||||
Tax-effect of pre-tax adjustments, at 21% |
|
(1,439 |
) |
|
(1,534 |
) |
|
(4,273 |
) |
|
(4,102 |
) |
|||
Tax shortfall (windfall) from stock-based compensation |
|
- |
|
|
- |
|
|
(112 |
) |
|
(84 |
) |
|||
Gain on contingent consideration |
|
589 |
|
|
- |
|
|
(992 |
) |
|
- |
|
|||
Non-GAAP net income |
$ |
8,161 |
|
$ |
8,515 |
|
$ |
28,321 |
|
$ |
28,378 |
|
|||
Weighted average shares outstanding, diluted |
|
14,365 |
|
|
14,343 |
|
|
14,405 |
|
|
14,303 |
|
|||
Non-GAAP EPS |
$ |
0.57 |
|
$ |
0.59 |
|
$ |
1.97 |
|
$ |
1.98 |
|
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, Non-GAAP net income, and Non-GAAP earnings per share (“EPS”).
We calculate each of these non-GAAP financial measures as follows:
Certain of the items excluded or adjusted to arrive at these non-GAAP financial measures are described below:
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.
Tracey Schroeder
Chief Marketing Officer
Tracey.schroeder@cpsi.com
(251) 639-8100