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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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You should read the following discussion and analysis of our financial condition and results of operations 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," "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 report relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and future financial results are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-looking statements. Such factors may include:
Risks Related to Our Industry
•the ongoing COVID-19 pandemic and related economic disruption;
•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
•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;
•our potential inability to manage our growth in the 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;
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 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;
•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;
•lack of employment or non-competition agreements with most of our key personnel;
•inherent limitations in our internal control over financial reporting;
•vulnerability to significant damage from natural disasters; and
•exposure to market risk related to interest rate changes.
Additional information concerning these and other factors that could cause differences between forward-looking statements and future actual results is discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020.
Background
CPSI is a leading provider of healthcare solutions and services for community hospitals and other healthcare systems and post-acute care facilities. Founded in 1979, CPSI offers its products and services through four companies - Evident, LLC ("Evident"), TruBridge, LLC ("TruBridge"), American HealthTech, Inc. ("AHT"), and iNetXperts, Corp. d/b/a Get Real Health ("Get Real Health"). These combined companies are focused on improving the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our clients. The individual contributions of each of these companies towards this combined focus are as follows:
•Evident, which makes up our Acute Care EHR reporting segment, provides comprehensive acute care electronic health record ("EHR") solutions, Thrive and Centriq, and related services for community hospitals and their physician clinics.
•AHT, which makes up our Post-acute Care EHR reporting segment, provides a comprehensive post-acute care EHR solution and related services for skilled nursing and assisted living facilities.
•TruBridge, our third reporting segment, focuses on providing business management, consulting, and managed IT services along with its complete revenue cycle management ("RCM") solution for all care settings, regardless of their primary healthcare information solutions provider.
•Get Real Health, included within our TruBridge segment, delivers technology solutions to improve patient outcomes and engagement strategies with care providers.
Our companies currently support acute care facilities and post-acute care facilities with a geographically diverse customer mix within the domestic community healthcare market. Our target market for our acute care solutions includes community hospitals with fewer than 200 acute care beds. Our primary focus within this defined target market is on hospitals with fewer than 100 beds, which comprise approximately 98% of our acute care hospital EHR client base. The target market for our post-acute care solutions consists of approximately 15,500 skilled nursing facilities that are either independently owned or part of a larger management group with multiple facilities. Our target market for our TruBridge services includes community hospitals with fewer than 600 acute care beds.
See Note 16 to the condensed consolidated financial statements included herein for additional information on our three reportable segments.
Management Overview
Through much of our history, our strategy has been to achieve meaningful long-term revenue growth through sales of healthcare IT systems and related services to existing and new clients within our target market. Prospectively, our ability to continue to realize long-term revenue growth is largely dependent on our ability to sell new and additional products and services to our existing customer base, including cross-selling opportunities presented between our operating segments, Acute Care EHR, Post-acute Care EHR, and TruBridge. Chief among these cross-selling opportunities is the ability to continue to sell TruBridge services into our Acute Care EHR customer base. As a result, retention of existing Acute Care EHR customers is a key component of our long-term growth strategy by protecting this base of potential TruBridge 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 Acute Care EHR recurring revenues that have 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. Historically, these retention rates had consistently remained in the mid-to-high
90th percentile ranges. However, fiscal years 2017 through 2019 saw retention rates decrease to the low 90th percentile ranges due to, among other factors, (i) post-acquisition customer concerns regarding our long-term commitment to the Centriq platform, acquired in January 2016, (ii) an intensified competitive market, primarily due to aggressive pricing and marketing by a highly disruptive new entrant into the Acute Care EHR marketplace, and (iii) the announced sunset of the Classic platform, also acquired in January 2016. During 2020 and through the first quarter of 2021, retention rates returned to the mid-90th percentile ranges, as (i) the lingering effects of the Centriq acquisition continue to abate, (ii) the competitive environment continues to normalize as the aforementioned disruptive new entrant into this market has since departed the market altogether, and (iii) the Classic platform was sunset in the fourth quarter of 2019, with all related customers having either changed EHR vendors or migrated to one of our EHR solutions.
As we consider the long-term growth prospects of our business, we are seeking to further stabilize our revenues and cash flows and leverage TruBridge services as a growth agent. As a result, we are placing ever-increasing value in further developing our already significant recurring revenue base. As such, maintaining and growing recurring revenues are 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 TruBridge services beyond our EHR customer base.
During 2020, we took pause and engaged a top-tier international consulting firm to assess our company-wide growth strategy. The outcome of this eight-week effort was the confirmation of our current strategy of cross-selling TruBridge into the existing EHR base, expanding TruBridge market share with sales to new community and larger health systems, and pursuing competitive EHR takeaway opportunities in the acute and post-acute markets. We may also seek to grow through acquisitions of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals.
Our business model is designed such that, as revenue growth materializes, earnings and profitability growth are naturally bolstered through the increased margin realization afforded us by operating leverage. Once a hospital has installed our solutions, we continue to provide support services to the customer on a continuing basis and make available to the customer our broad portfolio of business management, consulting, and managed IT services, all of which contribute to recurring revenue growth. The provision of these recurring revenue services typically requires fewer resources than the initial system installation, resulting in increased overall gross margins and operating margins. We also look to increase margins through cost containment measures where appropriate as we continue to leverage opportunities for greater operating efficiencies. However, in the immediate future, we anticipate incremental margin pressure from the continued client transition from perpetual license arrangements to “Software as a Service” arrangements as described below.
Turbulence in the U.S. and worldwide economies and financial markets impacts almost all industries. While the healthcare industry is not immune to economic cycles, we believe it is more significantly affected by U.S. regulatory and national health initiatives than by the economic cycles of our economy. Additionally, healthcare organizations with a large dependency on Medicare and Medicaid populations, such as community hospitals, have been affected by the challenging financial condition of the federal government and many state governments and government programs. Accordingly, we recognize that prospective hospital clients often do not have the necessary capital to make investments in information technology. Additionally, in response to these challenges, hospitals have become more selective regarding where they invest capital, resulting in a focus on strategic spending that generates a return on their investment. Despite these challenges, we believe healthcare information technology is often viewed as more strategically beneficial to hospitals than other possible purchases because the technology also plays an important role in healthcare by improving safety and efficiency and reducing costs. Additionally, we believe most hospitals recognize that they must invest in healthcare information technology to meet current and future regulatory, compliance and government reimbursement requirements.
In recent years, there have been significant changes to provider reimbursement by the U.S. federal government, followed by commercial payers and state governments. There is increasing pressure on healthcare organizations to reduce costs and increase quality while replacing fee-for-service in part by enrolling in an advanced payment model 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.
Much of the variability in our periodic revenues and profitability has been and will continue to be due to changing demand for different license models for our technology solutions, with variability in operating cash flows further impacted by the financing decisions within those license models. Our technology solutions are generally deployed in one of two license models: (1) perpetual licenses, for which the related revenue is recognized effectively upon installation, and (2) “Software as a Service” or “SaaS” arrangements, including our Cloud Electronic Health Record (“Cloud EHR”) offering, which generally result in revenue being recognized monthly as the services are provided over the term of the arrangement.
Although the overwhelming majority of our historical installations have been under a perpetual license model, the dramatic shift in customer preferences to a SaaS license model continued in 2020, with 68% of the year's new acute care EHR installations being performed in a SaaS model, compared to 43% in 2019 and only 12% in 2018. These SaaS offerings are becoming increasingly attractive to our clients because this configuration allows them to obtain access to advanced software products without a significant initial capital outlay. We expect this trend to continue for the foreseeable future, with the resulting impact on the Company’s financial statements being reduced system sales revenues in the period of installation in exchange for increased recurring periodic revenues (reflected in system sales and support revenues) over the term of the SaaS arrangement. This naturally places downward pressure on short-term revenue growth and profitability metrics, but benefits long-term revenue growth and profitability which, in our view, is consistent with our goal of delivering long-term shareholder value.
For customers electing to purchase our technology solutions under a perpetual license, we have historically made financing arrangements available on a case-by-case basis, depending on the various aspects of the proposed contract and customer attributes. These financing arrangements continue to comprise the majority of our perpetual license installations, and include short-term payment plans and longer-term lease financing through us or third-party financing companies. During 2018, total financing receivables increased dramatically and had a significant impact on operating cash flows. This increase in financing arrangements was primarily due to two reasons. First, meaningful use stage 3 (“MU3”) installations are primarily financed through short-term payment plans and demand for such installations increased significantly in late 2017. Second, competitor financing options, primarily through accounts receivable management collections and Cloud EHR arrangements, have applied pressure to reduce initial customer capital investment requirements for new EHR installations, leading to the offering of long-term lease options. In 2019, we experienced a modest reduction in total financing receivables due to the natural exhaustion of the MU3 opportunity and the aforementioned dramatic shift in license preferences towards SaaS arrangements, the former of which also resulted in a positive impact to operating cash flows. A more substantial reduction in total financing receivables occurred in 2020 and has continued into the first quarter of 2021.
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).
On February 1, 2021, we committed to a reduction in force that resulted in the termination of approximately 1.0% of our workforce (21 employees). The reduction in force is a component of a broader strategic review of the Company's operations that is intended to more effectively align our resources with business priorities. Substantially all of the employees impacted by the reduction in force exited the Company in the first quarter of 2021. The Company estimates that it will incur expenses of approximately $2.7 million related to the reduction in force, of which approximately $2.1 million was incurred in the first quarter of 2021, with the remaining expenses to be incurred during the remainder of 2021. These expenses consist of one-time termination benefits to the affected employees, including but not limited to severance payments, healthcare benefits, and payments for accrued vacation time. The Company expects to pay for the expenses from cash flow from operations and does not expect to incur any debt. After the reduction in force is fully implemented, the Company expects to realize approximately $3.9 million in annual savings compared to prior expense levels.
COVID-19
The continuing impacts of COVID-19 and related economic conditions on the Company’s results are highly uncertain and outside the Company’s control. The scope, duration and magnitude of the direct and indirect effects of COVID-19 continue to evolve in ways that are difficult or impossible to anticipate.
As a result of COVID-19, community hospital patient volume in the United States and other countries around the world have rapidly deteriorated. Although recent operational metrics indicate promising signs that these patient volumes are improving, the persistence of the pandemic and the unprecedented nature of the resulting challenges it has imposed on national and global healthcare and economic systems are likely to continue to negatively impact patient volumes and make uncertain the exact path to recovery for community hospitals. These decreased levels of our hospital clients' patient volumes have negatively impacted, and will continue to negatively impact, our revenues, gross margins, and income for our TruBridge service offerings. Additionally, new EHR system installations have been, and will continue to be, negatively impacted by restrictive travel and social distancing protocols. The Company began to experience this impact in March 2020, which increased in significance during the second quarter of 2020. Gradual signs of improvements started in the third quarter of 2020 and have continued through the fourth quarter of 2020 and the first quarter of 2021. The Company expects these impacts to continue for the forseeable future, but the degree of the impact will depend on the ability of our community hospital clients to return to normal
operations and patient volume. We believe that COVID-19 has impacted, and will continue to impact, our business results in the following additional areas:
•Bookings – A decline in new business and add-on bookings as certain client purchasing decisions and projects are delayed to focus on treating patients, procuring necessary medical supplies, and managing their organization through this crisis. This decline in bookings eventually results in reduced backlog and lower subsequent revenue.
•TruBridge Revenues - Decreased levels of patient volume within our community hospital client base will negatively impact our revenues for our TruBridge service offerings as the overwhelming majority of TruBridge revenues are directly or indirectly correlated with client patient volumes. This decline in revenues will have a negative impact on gross margins and income.
•Associate productivity – A decline in associate productivity, primarily for our implementation personnel, as a large amount of work is typically done at client sites, which is being impacted by travel restrictions and our clients’ focus on the pandemic. Our clients’ focus on the pandemic has also led to pauses on existing projects and postponed start dates for others, which translates into lower implementation revenues, gross margin and income. We are mitigating this by doing more work remotely than we have in the past, but we cannot fully offset the negative impact.
•Travel – Associate travel restrictions reduce client-related travel, which reduces reimbursed travel revenues and lowers our costs of sales as a percent of revenues. Such restrictions also reduce non-reimbursable travel, which lowers operating expenses.
•Cash collections – A delay in client cash collections due to COVID-19’s impact on national reimbursement processes, and client focus on managing their own organizations’ liquidity during this time, could impact our cash collections. The federal government has allocated unprecedented resources specifically designed to assist healthcare providers with their operating and capital needs during the pandemic, allocating a total of $175 billion through the Coronavirus Aid, Relief, and Economic Security (CARES) Act Provider Relief Fund. Further, $10 billion has been specifically targeted for rural providers, which is of particular interest to our client base, which is comprised mostly of non-urban community hospitals. Of this $10 billion, the average rural hospital was expected to receive a total of approximately $3.6 million in direct financial relief. While these funds certainly help mitigate the financial pressures our clients face, the clinical and operational challenges remain immense and are likely to cause certain of our customers to more aggressively manage cash resources in order to preserve liquidity, resulting in uncharacteristic aging of our trade accounts receivable. Additionally, the aforementioned decrease in community hospital patient volumes has had, and will continue to have, a negative impact on TruBridge billings for services and resulting revenues. These factors would translate to lower cash flows from operating activities. Lower cash flows from operating activities may impact how we execute under our capital allocation strategy and may adversely affect our financial condition.
Results of Operations
During the three months ended March 31, 2021, we generated revenues of $68.0 million from the sale of our products and services, compared to $69.8 million million during the three months ended March 31, 2020, a decrease of 3% that is primarily attributed to decreased non-recurring revenues from our Acute Care EHR segment due to the aforementioned shift in customer preference towards SaaS arrangements and the impact of COVID-19 on client purchasing and implementation plans. Our net income for the three months ended March 31, 2021, increased by $0.1 million to $4.1 million from the three months ended March 31, 2020, primarily as the aforementioned revenue declines have been offset by corresponding decreases in operating expenses, costs of sales, and tax expense, as well as decreased interest expense arising from our long-term debt obligations. Net cash provided by operating activities increased by $6.1 million, from $7.6 million during the three months ended March 31, 2020 to $13.7 million during the three months ended March 30, 2021, primarily due to cash advantageous changes in working capital.
The following table sets forth certain items included in our results of operations for the three months ended March 31, 2021 and 2020, expressed as a percentage of our total revenues for these periods:
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Three Months Ended March 31,
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2021
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2020
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(In thousands)
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Amount
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% Sales
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Amount
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% Sales
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INCOME DATA:
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Sales revenues:
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System sales and support:
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Acute Care EHR
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$
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31,890
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46.9
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%
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$
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36,515
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52.3
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%
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Post-acute Care EHR
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4,476
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6.6
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%
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4,671
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6.7
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%
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Total System sales and support
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36,366
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53.5
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%
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41,186
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59.0
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%
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TruBridge
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31,639
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46.5
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%
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28,571
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41.0
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%
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Total sales revenues
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68,005
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100.0
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%
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69,757
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100.0
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%
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Costs of sales:
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System sales and support:
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Acute Care EHR
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16,212
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23.8
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%
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17,259
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24.7
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%
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Post-acute Care EHR
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1,164
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1.7
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%
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1,328
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1.9
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%
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Total System sales and support
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17,376
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25.6
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%
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18,587
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26.6
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%
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TruBridge
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15,779
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23.2
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%
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15,057
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21.6
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%
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Total costs of sales
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33,155
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48.8
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%
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33,644
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48.2
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%
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Gross profit
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34,850
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51.2
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%
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36,113
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51.8
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%
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Operating expenses:
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Product development
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8,429
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12.4
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%
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8,271
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11.9
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%
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Sales and marketing
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5,301
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7.8
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%
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6,997
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10.0
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%
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General and administrative
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13,149
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19.3
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%
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11,847
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17.0
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%
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Amortization of acquisition-related intangibles
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3,057
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4.5
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%
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2,866
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4.1
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%
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Total operating expenses
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29,936
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44.0
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%
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29,981
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43.0
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%
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Operating income
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4,914
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7.2
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%
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6,132
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8.8
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%
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Other income (expense):
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Other income
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814
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1.2
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%
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362
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0.5
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%
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Interest expense
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(627)
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(0.9)
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%
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(1,179)
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(1.7)
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%
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Total other income (expense)
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187
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0.3
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%
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(817)
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(1.2)
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%
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Income before taxes
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5,101
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7.5
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%
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5,315
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7.6
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%
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Provision for income taxes
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957
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1.4
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%
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1,225
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1.8
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%
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Net income
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$
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4,144
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6.1
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%
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$
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4,090
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5.9
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%
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Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020
Revenues
Total revenues for the three months ended March 31, 2021 decreased by $1.8 million, or approximately 3%, compared to the three months ended March 31, 2020.
System sales and support revenues decreased by $4.8 million, or 12%, compared to the first quarter of 2020. System sales and support revenues were comprised of the following during the respective periods:
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Three Months Ended March 31,
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(In thousands)
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2021
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2020
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Recurring system sales and support revenues (1)
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Acute Care EHR
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$
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27,210
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$
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26,438
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Post-acute Care EHR
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4,222
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|
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4,134
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Total recurring system sales and support revenues
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31,432
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|
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30,572
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|
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Non-recurring system sales and support revenues (2)
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|
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|
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Acute Care EHR
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4,680
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|
|
10,077
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Post-acute Care EHR
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254
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|
|
537
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|
|
Total non-recurring system sales and support revenues
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4,934
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|
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10,614
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Total system sales and support revenue
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$
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36,366
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|
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$
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41,186
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(1) Mostly comprised of support and maintenance, third-party subscriptions, and SaaS revenues.
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(2) Mostly comprised of installation revenues from the sale of our acute care and post-acute care EHR solutions and related applications under a perpetual (non-subscription) licensing model.
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Recurring system sales and support revenues increased by $0.9 million, or 3%, compared to the first quarter of 2020. Acute Care EHR recurring revenues increased by $0.8 million, or 3%, as attrition from the Thrive and Centriq customer base has normalized to more historical levels and our SaaS customer base has continued to grow, strengthening recurring revenues. Post-acute Care EHR recurring revenues increased by $0.1 million, or 2%, as attrition has stabilized as we continue to make technological improvements to the AHT product line.
Non-recurring system sales and support revenues decreased by $5.7 million, or 54%, compared to the first quarter of 2020. Acute Care EHR non-recurring revenues decreased by $5.4 million, or 54%. We installed our Acute Care EHR solutions at five new hospital clients during the first quarter of 2021 (two of which were under a SaaS arrangement, resulting in revenue being recognized ratably over the contract term) compared to nine new hospital clients during the first quarter of 2020 (eight under a SaaS arrangement). Despite this increase in non-SaaS new customer implementations, the related non-recurring revenues decreased as the first quarter of 2020 benefited from a high volume of late-installing applications for non-SaaS implementations that went live in prior periods. Comparatively, the continued shift in customer preference towards SaaS arrangements and the continuing impacts of COVID-19 on client purchasing and implementation plans has decreased the opportunities for such follow-on revenue activities for recent implementations.
TruBridge revenues increased by $3.1 million, or 11%, compared to the first quarter of 2020. Our hospital clients operate in an environment typified by rising costs and increased complexity and are increasingly seeking to alleviate themselves of the ever-increasing administrative burden of operating their own business office functions. Most notably, an expanded customer base for our accounts receivable management services resulted in a revenue increase of $1.9 million, or 18%. Additionally, revenue from our insurance services division increased by $0.8 million, or 10%, and revenue from medical coding services increased by $0.3 million, or 12%.
Costs of Sales
Total costs of sales decreased by $0.5 million, or 1%, compared to the first quarter of 2020. As a percentage of total revenues, costs of sales increased slightly to 49% of revenues in the first quarter of 2021 compared to 48% of revenues in the first quarter of 2020, as the decrease in revenue outpaced the decrease in costs of sales.
Costs of Acute Care EHR system sales and support decreased by $1.0 million, or 6%, compared to the first quarter of 2020, primarily due to travel costs savings of approximately $0.9 million due to the impact of COVID-19 on associate travel. The gross margin on Acute Care EHR system sales and support decreased to 49% in the first quarter of 2021, compared to 53% in the first quarter of 2020 as the aforementioned decrease in non-recurring revenues outpaced the related decrease in cost of sales.
Costs of Post-acute Care EHR system sales and support decreased by $0.2 million, or 12%, compared to the first quarter of 2020, primarily due to reduced third party software costs combined with reduced hardware costs and improved personnel efficiency. The gross margin on Post-acute Care EHR system sales and support increased to 74% in the first quarter of 2021, compared to 72% in the first quarter of 2020, as growth in recurring revenues worked in tandem with cost efficiencies to increase margins.
Our costs associated with TruBridge sales and support increased by $0.7 million, or 5%, compared to the first quarter of 2020, primarily due to a $0.5 million, or 97%, increase in temporary labor costs necessary to support the growing revenue base. The gross margin on these services increased to 50% in the first quarter of 2021, compared to 47% during the first quarter of 2020, as the growing recurring revenue base worked in tandem with operational efficiencies to increase margins.
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 increased by $0.2 million, or 2%, compared to the first quarter of 2020, with the primary driver being a $0.3 million, or 4%, increase in payroll costs resulting primarily from annual compensation adjustments.
Sales and Marketing
Sales and marketing costs decreased by $1.7 million, or 24%, compared to the first quarter of 2020. The aforementioned reduction-in-force combined with reduced revenues resulted in payroll and commission expenses decreasing a combined $1.0 million, while travel restrictions related to COVID-19 resulted in a $0.3 million decrease in travel costs. Finally, stock compensation expense decreased by $0.4 million, due mostly to lowered expectations regarding eventual achievement of targets associated with our long-term performance share awards.
General and Administrative
General and administrative expenses increased by $1.3 million, or 11% , compared to the first quarter of 2020, mostly due to $2.1 million in reduction-in-force-related severance costs in the first quarter of 2021 combined with an increase of $0.5 million in costs associated with health benefits offered to our employees through our self-insured health plans. These increases were partially offset by decreases in employee retirement plan, legal and accounting, and stock-based compensation expenses.
Amortization of Acquisition-Related Intangibles
Amortization expense associated with acquisition-related intangible assets increased by $0.2 million, or 7%, compared to the first quarter of 2020, due to changes in estimates regarding the remaining useful lives of certain of our acquired intangible assets.
Total Operating Expenses
Total operating expenses remained flat at $30.0 million for the first quarter of 2021 and the first quarter of 2020. As a percentage of total revenues, total operating expenses increased to 44% of revenues in the first quarter of 2021, compared to 43% in the first quarter of 2020.
Total Other Income (Expense)
Total other income (expense) improved to income of $0.2 million during the first quarter of 2021 compared to expense of $0.8 million during the first quarter of 2020. The combined effects of a decreasing interest rate environment and lowered amounts outstanding under our long-term debt facilities resulted in a $0.6 million decrease in related interest expense.
Income Before Taxes
As a result of the foregoing factors, income before taxes decreased by $0.2 million, compared to the first quarter of 2020.
Provision for Income Taxes
Our effective tax rate for the three months ended March 31, 2021 decreased to 18.8% from 23.0% for the three months ended March 31, 2020, primarily as a result of the tax consequences of stock-based compensation. Specifically, excess tax benefits resulting from restricted stock vesting benefited our effective tax rate by 1.6% during the first quarter of 2021. Comparatively, the first quarter of 2020 experienced a tax benefit shortfall resulting from restricted stock vesting that increased our effective tax rate by 2.4% for the period.
Net Income
Net income for the three months ended March 31, 2021 increased by less than $0.1 million to $4.1 million, or $0.29 per basic and $0.28 per diluted share, compared with net income of $4.1 million, or $0.28 per basic and diluted share, for the three months ended March 31, 2020. Net income represented 6% of revenue for both the three months ended March 31, 2021 and the three months ended March 31, 2020.
Liquidity and Capital Resources
The Company’s liquidity and capital resources were not materially impacted by COVID-19 and related economic conditions during the three months ended March 31, 2021. For further discussion regarding the potential future impacts of COVID-19 and related economic conditions on the Company’s liquidity and capital resources, see “COVID-19” in this Management's Discussion and Analysis of Financial Condition and Results of Operations and Part I, "Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.
Sources of Liquidity
As of March 31, 2021, our principal sources of liquidity consisted of cash and cash equivalents of $18.0 million and our remaining borrowing capacity under the revolving credit facility of $110.0 million, compared to $12.7 million of cash and cash equivalents and $105.0 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2020. In conjunction with our acquisition of HHI 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 includes a $75 million term loan facility and a $110 million revolving credit facility.
As of March 31, 2021, we had $72.2 million in principal amount of indebtedness outstanding under the credit facilities. We believe that our cash and cash equivalents of $18.0 million as of March 31, 2021, the future operating cash flows of the combined entity, and our remaining borrowing capacity under the revolving credit facility of $110.0 million as of March 31, 2021, taken together, provide adequate resources to fund ongoing cash requirements for the next twelve months. We cannot provide assurance that our actual cash requirements will not be greater than we expect as of the date of filing of this Form 10-Q. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.
Operating Cash Flow Activities
Net cash provided by operating activities increased by $6.1 million from $7.6 million provided by operations for the three months ended March 31, 2020 to $13.7 million provided by operations for the three months ended March 31, 2021. The increase in cash flows provided by operations is primarily due to advantageous changes in working capital, which was a net use of cash during the first three months of 2020 in the amount of $4.3 million, compared to a net inflow of cash during the first three months of 2021 in the amount of $2.8 million.
Investing Cash Flow Activities
Net cash used in investing activities decreased by $1.7 million, with $1.4 million used in the three months ended March 31, 2021 compared to $3.0 million used during the three months ended March 31, 2020. Cash outflows for purchases of property and equipment decreased from $2.1 million in the first three months of 2020 to $0.5 million during the first three months of 2021. The decrease is mostly due to the addition of a West Coast data center to enhance our remote hosting capabilities in 2020 without similar capital expenditures during the first three months of 2021.
Financing Cash Flow Activities
During the three months ended March 31, 2021, our financing activities used net cash of $7.0 million, as we paid a net $5.9 million in long-term debt principal and used $1.1 million to repurchase shares of our common stock, which are treated as treasury stock. Financing cash flow activities used $7.6 million during the three months ended March 31, 2020, primarily due to $6.2 million net paid in long-term debt principal and $1.4 million cash paid in dividends.
On September 4, 2020, our Board of Directors approved a stock repurchase program to repurchase up to $30 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. These shares may be purchased from time to time over a two-year period depending upon market conditions. Our ability to repurchase shares is subject to compliance with the terms of our Amended and Restated Credit Agreement. Concurrent with the authorization of this stock repurchase program, the Board of Directors opted to indefinitely suspend all quarterly dividends.
Credit Agreement
As of March 31, 2021, we had $72.2 million in principal amount outstanding under the term loan facility and no principal amount outstanding under the revolving credit facility. Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted LIBOR rate for the relevant interest period, subject to a floor of 0.50%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month LIBOR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin range for LIBOR loans and the letter of credit fee ranges from 1.8% to 3.0%. The applicable margin range for base rate loans ranges from 0.8% 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 September 30, 2020, with quarterly principal payments of approximately $0.9 million through June 30, 2022, approximately $1.4 million through June 30, 2024 and approximately $1.9 million through March 31, 2025, with maturity on June 16, 2025 or such earlier date as the obligations under the Amended and Restated Credit Agreement become due and payable pursuant to the terms of such agreement. Any principal outstanding under the revolving credit facility is due and payable on the maturity date.
Our credit facilities are secured pursuant to an Amended and Restated Pledge and Security Agreement, dated June 16, 2020, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors.
The Amended and Restated Credit Agreement provides incremental facility capacity of $50 million, subject to certain conditions. The Amended and Restated Credit Agreement includes a number of restrictive covenants that, among other things and in each case subject to certain exceptions and baskets, impose operating and financial restrictions on the Company and the Subsidiary Guarantors, including the ability to incur additional debt; incur liens and encumbrances; make certain restricted payments, including paying dividends on the Company's equity securities or payments to redeem, repurchase or retire the Company's equity securities (which are subject to our compliance, on a pro forma basis to give effect to the restricted payment, with the fixed charge coverage ratio and consolidated net leverage ratio described below); enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with affiliates; and materially alter the business we conduct. The Amended and Restated Credit Agreement requires the Company to maintain a minimum fixed charge coverage ratio of 1.25:1.00 throughout the duration of such agreement. Under the Amended and Restated Credit Agreement, the Company is required to comply with a maximum consolidated net leverage ratio of 3.50:1.00. The Amended and Restated Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default. We believe that we were in compliance with the covenants contained in such agreement as of March 31, 2021.
The Amended and Restated Credit Agreement requires the Company to mandatorily prepay the credit facilities with 50% of excess cash flow (minus certain specified other payments). This mandatory prepayment requirement is applicable only if the Company's consolidated net leverage ratio exceeds 2.50:1.00. The Company is permitted to voluntarily prepay the credit facilities at any time without penalty, subject to customary “breakage” costs with respect to prepayments of LIBOR rate loans made on a day other than the last day of any applicable interest period. An excess cash flow prepayment related to excess cash flow generated during 2020 was not required during the first quarter of 2021.
Backlog
Backlog consists of revenues we reasonably expect to recognize over the next twelve months under all existing contracts, including those with remaining performance obligations that have original expected durations of one year or less and those with fees that are variable in which we estimate future revenues. The revenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support and maintenance and TruBridge services. As of March 31, 2021, we had a twelve-month backlog of approximately $9 million in connection with non-recurring system purchases and approximately $249 million in connection with recurring payments under support and maintenance, Cloud EHR contracts, and TruBridge services. As of March 31, 2020, we had a twelve-month backlog of approximately $12 million in connection with non-recurring system purchases and approximately $234 million in connection with recurring payments under support and maintenance and TruBridge services.
Bookings
Bookings is a key operational metric used by management to assess the relative success of our sales generation efforts, and were as follows for the three months ended March 31, 2021 and 2020:
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Three Months Ended March 31,
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(In thousands)
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2021
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2020
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System sales and support (1)
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Acute Care EHR
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$
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5,442
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$
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8,919
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Post-acute Care EHR
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648
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913
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Total system sales and support
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6,090
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9,832
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TruBridge (2)
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2,687
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9,511
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Total bookings
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$
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8,777
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$
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19,343
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(1) Generally calculated as the total contract price (for system sales) and annualized contract value (for support).
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(2) Generally calculated as the total contract price (for non-recurring, project-related amounts) and annualized contract value (for recurring amounts).
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Bookings for each of our operating segments experienced significant decreases compared to the first quarter of 2020, with Acute Care EHR bookings decreasing $3.5 million, or 39%, Post-acute Care EHR bookings decreasing $0.3 million, or 29%, and TruBridge bookings decreasing $6.8 million, or 72%. Sales activities during the first quarter of 2021 suffered from a number of incremental headwinds, chief among them being (a) COVID-19 related distractions, including increased infection rates for certain geographies and widespread focus on eventual vaccine rollouts, (b) reorganization transitions related to our February 2021 reduction-in-force, and (c) lower-value regulatory purchases disproportionately dominated sales discussions and resources. We view these incremental headwinds as being temporary delays in decision-making and not reflective of a diminished overall market opportunity.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements, as defined by Item 303(a)(4) of SEC Regulation S-K, as of March 31, 2021.
Critical Accounting Policies and Estimates
Our Management Discussion and Analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make subjective or complex judgments that may affect the reported financial condition and results of operations. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported values of assets, liabilities, revenues, expenses and other financial amounts that are not readily apparent from other sources. Actual results may differ from these estimates and these estimates may differ under different assumptions or conditions. We continually evaluate the information used to make these estimates as our business and the economic environment changes.
In our Annual Report on Form 10-K for the year ended December 31, 2020, we identified our critical accounting polices related to revenue recognition, allowance for credit losses, estimates, and business combinations, including purchased intangible assets. There have been no significant changes to these critical accounting policies during the three months ended March 31, 2021.
