TruBridge (TBRG) 2024年年度報告「NASDAQ」.pdf

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1、2024 ANNUAL REPORTClearthewayforcare.COMPANY PROFILEWeareatrustedpartnertomorethan1,500healthcareorganizationswithabroadrangeoftechnology-firstsolutionsthataddresstheuniqueneedsandchallengesofdiversecommunities,promotingequitableaccesstoqualitycareandfosteringpositiveoutcomes.TruBridgehasoverfourdec

2、adesofexperienceinconnectingproviders,patientsandcommunitieswithinnovativedata-drivensolutionsthatcreaterealvaluebysupportingboththefinancialandclinicalsideofhealthcaredelivery.OurindustryleadingHFMAPeerReviewedsuiteofrevenuecyclemanagement(RCM)offeringscombineunparalleledvisibilityandtransparencyto

3、enhanceproductivityandsupportthefinancialhealthofhealthcareorganizationsacrossallcaresettings.Wesupportefficientpatientcarewithelectronichealthrecord(EHR)productofferingsthatsuccessfullyintegratedatabetweencaresettings.Aboveall,webelieveinthepowerofcommunityandencouragecollaboration,connection,andem

4、powermentwithourcustomers.Weclearthewayforcare.Formoreinformation,.ANNUAL MEETINGTheannualmeetingofstockholderswillbeheldThursday,May8,2025,at8:00a.m.CentralT HIGHLIGHTSYearEndedDecember31,(Inthousands,exceptpersharedata)20242023Revenues:FinancialHealth$217,672$192,325PatientCare124,974143,630Totalr

5、evenues342,646335,955Totalcostsofrevenue(exclusiveofamortizationanddepreciation)168,531175,868Operatingincome(loss)6,635(46,084)Totalotherexpense(16,839)(11,776)Lossbeforetaxes(10,204)(57,860)Provision(benefit)forincometaxes10,235(9,426)Netloss$(20,439)$(48,434)Netlosspercommonsharebasicanddiluted$(

6、1.38)$(3.34)WeightedaveragesharesoutstandingBasic14,30014,187Diluted14,30014,187TOOURSHAREHOLDERS:In2024,TruBridgecontinuedtomoveforwardonourtransformationjourney,andweareproudtoshareourprogressoverthepastyearwithourshareholders.Buildinguponoursolidfoundation,wecontinuedtodrivecollaboration,innovati

7、onandgrowthandrespondtoboththeopportunitiesandchallengesofadynamichealthcaremarket.Importantly,weadvancedtowardourgoalsofachievingsustainablegrowthandimprovedprofitabilityaswepursuedastrategicdirectionthatwebelievewillpositionTruBridgeforfuturesuccess.Throughoutoverfourdecadesinthehealthcaretechnolo

8、gybusiness,wehaveremainedsteadfastinourmissiontoconnectprovidersandpatientsinsmallandruralcommunitieswithinnovativesolutionsthatcreatevaluebysupportingboththefinancialandclinicalsideofhealthcaredelivery.Today,weareproudtobeatrustedpartnertomorethan1,500healthcareorganizations,workingtogethertoaddres

9、stheuniqueneedsandchallengesofdiversecommunities,promotingequitableaccesstoqualitycareandfosteringpositiveoutcomes.Withsolidexecution,in2024weaffirmedourpositionasaleaderinshapingthefutureofcommunityhealthcare.Inlinewithourofficialcorporaterebrandinginearly2024,inthesecondquarterweconsolidatedourdiv

10、erseportfolioofsolutionsintotwobusinessunitsrepresentingtheTruBridgebrand.FinancialHealthrepresentsthepreviousRevenueCycleManagement(RCM)businesssegment,andPatientCarerepresentsthepreviousElectronicHealthRecord(EHR)businesssegment,whichincludesourpatientengagementbusiness.Ourfinancialperformancefort

11、heyearreflectsthepositiveimpactofourmorefocusedmarketingstrategy.Totalnewbookingsfor2024were$82.1millioncomparedwith$80.2millionin2023.Fortheyear,totalrevenueswere$342.6million,comparedwith$336.0millionfortheprioryear.Resultsfor2024includethedivestitureoftheAmericanHealthTech,Inc.(AHT)post-acutecare

12、EHRbusinessandthediscontinuationoftheCentriqproduct.RevenuesforourFinancialHealthbusinessunitwere$217.7million,up13percentovertheprioryear,drivenbysolidorganicgrowthandthecontributionfromViewgol,ourIndia-basedoffshoreproviderofambulatoryRCManalyticsandcomplementaryoutsourcingservices.PatientCarereve

13、nuewas$125.0millioncomparedwith$143.6millionfortheprioryearandreflectstheimpactoftheAHTdivestitureandthesunsetofCentriq.Asaresultofourfocusonoperatingefficiencyandprudentcostmanagement,cashflowfromoperationsimprovedto$32.1millioncomparedwith$1.1million2023.Weendedtheyearwithasolidfinancialposition,w

14、ith$12.3millionincashandcashequivalentsonourbalancesheetcomparedwith$3.8millionattheendof2023.Wealsocontinuedtopaydownourdebtin2024,reducingourleverageratiofrom4Xayearagotoapproximately3Xattheendof2024.FinancialHealthaccountedfor63.5percentofourrevenuesfortheyear,andwearelaserfocusedoncontinuedgrowt

15、handclientretentionforthisbusinessunit.Ourindustry-leadingHFMAPeerReviewedsuiteofRCMofferingsisthekeydriverofourfuturegrowth,combiningunparalleledvisibilityandtransparencytoenhanceproductivityandsupportthefinancialhealthofhealthcareorganizationsacrossallcaresettings.Weareexpandingoursalesandmarketin

16、gteamstoalignwithourgrowthobjectivesandprovidemoreconsistentbookingsandimprovedwinrates.Wehavealsoextendedourmarketreachto100-400bedhospitalsandwillcontinuetoidentifyopportunitiesforsupportingthismarketsegment.AsmorehealthcareorganizationslooktooutsourcetheirRCMprocess,TruBridgeisatrustednameandalea

17、dingproviderwithinnovativesolutionsthatencompassbillingandinvoicing,claimsmanagement,contractmanagement,denialmanagement,medicalclaimsclearinghouse,patientaccess,andrevenuecycleanalysisandassessment.Importantly,ourclientsenjoytheflexibilitytocustomizeRCMsolutionstotheiruniqueneedsandgoals,akeydiffer

18、entiatorforTruBridge.ThroughourPatientCarebusinessunit,wesupportefficientpatientcarewithEHRproductofferingsthatsuccessfullyintegratedatabetweencaresettings.Inaddition,ourpatientengagementsolutionallowspatientstosecurelyaccesstheirdatafromanywhereviamobiledeviceordesktop,providingvaluableinsightsinto

19、theirhealthstatusandtheabilitytocollaboratewithproviders.OurclientretentionrateforourflagshipEHRproductwasapproximately97.3percentin2024,excludingCentriq,andwehaveadedicatedteamthatiscommittedtodeliveringahighlevelofsupportthatensuresstrongclientretention.WearealsofocusedonconvertingmoreofourEHRcust

20、omerbasefromatraditionallicensemodeltoaSoftwareasaService(SaaS)model,addingahigherpercentageofrecurringrevenuestoourtop-linemixandprovidinggreaterfuturerevenuevisibility.WebelievewehaveadditionalopportunitieswithinourcoreEHRbaseforcross-sellingRCMandotherTruBridgeofferings.Wecontinuedtogaintractionw

21、ithournTrustoffering,afullyintegratedRCMandEHRsolution,signing24newnTrustdealsin2024comparedwith18dealstheprioryear,andareexcitedabouttheopportunitiestoexpandourmarketreach.In2024,wemadesignificantprogressexpandingourglobalworkforce,reflectinginitialsuccessfromtheintegrationofour2023acquisitionofVie

22、wgol.HavingthisdirectoffshorepresencesupportsourobjectivetoensureourRCMofferingsremainaffordable,profitable,andscalable.InadditiontothecostbenefitsandoperatingsynergiesforTruBridge,havingourownglobalizedworkforceensuresamoreconsistentlevelofsupport,whichiscriticaltomaintainingthesamehighqualityofser

23、viceourclientsexpectfromTruBridge.WehavebeenproactiveinleveragingViewgolsextensiveexperienceandbest-in-classsupporttoensureapositiveandconsistentclientexperienceaswerampupourglobalcapacity.Attheendof2024,morethan30percentofourFinancialHealthCompleteBusinessOffice(CBO)clientbaseweresupportedbyourteam

24、inIndia,andweexpecttodoublethatto60percentbytheendof2025.Toaccommodatetheincreasedcustomertransitions,weintendtoexpandourIndia-basedworkforcefromover500employeesattheendof2024tonearly700employeesattheendofthisyear.TruBridgehasalonghistoryofdeliveringbest-in-classsolutionstoourcustomers,andwecontinue

25、toinvestinourcapabilitiesandfunctionalitywithinnovativesoftwareenhancementsthataddvaluetoourclients.AtourannualuserconferenceinMay2024,weofficiallylaunchedourTruBridgeAnalyticsSuitethatallowsourclientstoleveragetheirowndataandcreateactionableinsightsspecifictotheiroperations.Wealsoannouncedplansforf

26、utureinvestmentsingenerativeArtificialIntelligence(AI)todriveefficiencyforhealthcareproviderswithinnovationsinmessagingworkflowautomationandprocessimprovement.WeannouncedastrategicpartnershipwithMultiviewFinancialSoftware(Multiview)tobeginofferingMultiviewscloud-basedenterpriseresourceplanning(ERP)s

27、oftwareasthepreferredfinancialmanagementsolutionforourclients.Providingnewenhancementsandleveragingstrategicpartnershipsconfirmourongoingcommitmenttodeliverinnovativesolutionsthatsupporthealthcareprovidersbydrivingimprovedfinancialhealthandmoreefficientcaredelivery.Overthepastyear,wehavemadesignific

28、antchangestoouroperationalstructureincludingimportantnewleadershiproles.Inlinewithourstrategytostreamlineourorganization,weelevatedthetwoprimarybusinessunitswiththerespectiveleadershipnowreportingdirectlytotheChiefExecutiveOfficer,providingthemwithgreaterautonomyandresponsibilitytoachieveourgoalsand

29、vision.Inconjunctionwiththismove,DavidDyeretiredfromhisroleastheCompanysChiefOperatingOfficer,effectiveDecember31,2024,atwhichtimeweeliminatedthatposition.Davidwillservetheremainderofhistermasadirectorthroughcompletionin2026.DavidhasbeenadedicatedleaderforTruBridgeforthepast34yearsandhasplayedapivot

30、alroleinourgrowthandsuccess,havingheldmanyrolesinthepast,includingChairmanoftheBoardofDirectors,ChiefGrowthOfficer,PresidentandChiefExecutiveOfficer,andChiefFinancialOfficer.Weareextremelygratefulforhisoutstandingserviceandwillcontinuetobenefitfromhisexperienceanddeepknowledgeofouroperations.InJanua

31、ry2025,MeridethWilsonjoinedtheCompanyasournewFinancialHealthGeneralManager,bringing25yearsofhealthcaretechnologyleadershipexperiencetothisimportantseniorrole.SheisanaccomplishedhealthcaretechnologyexecutivewithextensiveexperiencedrivingRCMtechnologysolutionsandservicesandbringsvaluableinsightforexec

32、utingaglobalworkforcestrategy.ServingasGeneralManagerofourPatientCarebusinessunitisDavidHarse,a20-yearindustryveteranwhojoinedusfromCernerin2022.WeareconfidentbothDavidandMeridethhavetherightindustryknowledgeandaprovenabilitytodrivetransformationalbusinessgrowthandachieveourobjectives.Asapubliccompa

33、ny,oneofourprimaryobjectivesistomaintainastrongandengagedBoardofDirectorstosupportouroperationaleffectivenessandlong-termstrategy.Tothatend,wehaveaddedindividualswithstrongleadershipexperienceanddiverseskillstostrengthenourcapabilitiesasagroup.InOctober2024,wewelcomedAmyOKeefe,ChiefFinancialOfficero

34、fAvaya,asanindependentdirector.Amysdeepfinancialexperienceandpubliccompanyleadershipspanningoverthreedecadeswillbeinvaluableasweexecuteourgrowthstrategyandbuildlong-termvalueforourshareholders.AmyreplacedDeniseWarren,whosteppeddowntoassumetheroleofChairpersonforBrookdaleSeniorLiving.Weareextremelygr

35、atefultoDeniseforherserviceanddedication,providingstrategicinsightandthoughtfulguidancesincejoiningtheTruBridgeBoardofDirectorsin2017.CharlieHuffmanalsoretiredfromtheBoardofDirectorsin2024,following20yearsofdedicatedserviceincludingservingasLeadDirectorfrom2017to2019.Hisfinancialexpertisewasinvaluab

36、letotheCompanyduringhistenure.Wealsoappointedtwoadditionalindependentdirectors,increasingthesizeoftheBoardfromseventoninedirectors,sevenofwhomareindependent.JerryCanada,formerGroupPresidentoftheHealthcareGroupofHarrisComputer,asubsidiaryofConstellationSoftware,andAndris(Dris)Upitis,HeadofOchoInvestm

37、entsLLC,joinedtheTruBridgeBoard,effectiveFebruary11,2025.WebelieveJerryshealthcaresoftwareandrevenuecycleexperienceandDrisfinancialmarketsandcapitalallocationexperiencewillcomplementthegreatworkofourothermembers.WelookforwardtothecontributionsofournewBoardmembersandareconfidenttheywillplayapivotalro

38、leaswecontinuetoadvanceonourtransformationjourney.Additionally,wetookstepstodeclassifytheBoardsuchthatalldirectorswillbeelectedforaone-yeartermbeginningatthe2026annualstockholdersmeeting.Lookingaheadto2025,weintendtobuildonoursuccessin2024andexecuteourstrategytodrivesustainablegrowthandpursueoperati

39、onalexcellence.TruBridgehasastrongvalueproposition,andwewillcontinuetoleverageourexperienceandexpertisetoextendourmarketreach.Ourtopprioritiesarecenteredonorganicgrowthandincreasedprofitability,witharelentlessfocusonimprovingcustomersatisfactionandretentionandensuringwehavetherightteamsinplace,inclu

40、dingutilizingouroffshoreassets,tosupportourvaluedclients.Werecognizeourimportantroleasaleadinghealthcaresolutionscompanyandwillcontinuetocreateopportunitiesthatpromotemoreefficientdeliveryandequitableaccesstohealthcareforall.Weareespeciallygratefulforthesupportofourglobalworkforceofover3,000peoplewh

41、oshareourcommitmentandrepresentthebestofTruBridgeinthemarketplace.Together,withourcapableleadershipteamanddedicatedBoardofDirectors,wewillcontinuetoCleartheWayforCareanddelivergreatervalueforthecommunitiesweserveandourshareholders.Sincerely,ChrisL.FowlerPresidentandChiefExecutiveOfficerThispageinten

42、tionallyleftblank.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED December 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT

43、 OF 1934FOR THE TRANSITION PERIOD FROMTO.Commission file number:001-41992TruBridge,Inc.(Exact Name of Registrant as Specified in Its Charter)Delaware74-3032373(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S.EmployerIdentification No.)54 St.Emanuel Street,Mobile,Alabama36602(Addre

44、ss of Principal Executive Offices)(Zip Code)(251)639-8100(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbolName of each exchange on which registeredCommon Stock,par value$.001 per shareTBRGThe NASDAQ Stock Mar

45、ket LLCSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No xIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Sectio

46、n 15(d)of the Act.Yes No xIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has

47、been subject tosuch filing requirements for the past 90 days.Yes xNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for suc

48、h shorter period that the registrant was required tosubmit such files).Yes xNo Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of large accelerated fil

49、er,accelerated filer,”smaller reporting company,andemerging growth company in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging Growth CompanyIf an emerging growth company,indicate by check mark if the registrant

50、 has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the ef

51、fectiveness of its internalcontrol of financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm thatprepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the

52、 financial statement of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of

53、 the registrants executive officers during the relevant recovery period pursuant to240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No xThe aggregate market value of common stock held by non-affiliates of the registrant at June 30

54、,2024 was$122,374,680.As of March 12,2025,the registrant had outstanding 14,870,198 shares of its common stock.DOCUMENTS INCORPORATED BY REFERENCE IN THIS FORM 10-K:Portions of the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of t

55、his report to theextent described herein.1TABLE OFCONTENTSItem No.Page No.Special Note Regarding Forward-Looking Statements.4PART I1Business.6Overview.6Industry Dynamics.6Strategy.8Our Products and Services.9Software Development.12Product Strategy.13System Implementation and Training.13Clients,Sales

56、 and Marketing.13Backlog.15Competition.15Health Information Security and Privacy Practices.16Intellectual Property.16Material Government Regulations.18Human Capital.17Executive Officers.19Company Web Site.201A.Risk Factors.211B.Unresolved Staff Comments.421C.Cybersecurity.422Properties.433Legal Proc

57、eedings.444Mine Safety Disclosures.44PART II5Market for Registrants Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities.456Reserved.467Managements Discussion and Analysis of Financial Condition and Results ofOperations.467A.Quantitative and Qualitative Disclosures abou

58、t Market Risk.578Financial Statements and Supplementary Data.589Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.1019A.Controls and Procedures.1019B.Other Information.1029C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.103PART III10Directors,E

59、xecutive Officers and Corporate Governance.10411Executive Compensation.10412Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.10513Certain Relationships and Related Transactions,and Director Independence.10514Principal Accountant Fees and Services.1052PART

60、 IV15Exhibits and Financial Statement Schedules.10616Form 10-K Summary.106SIGNATURES.106*Portions of the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated byreference into Part III of this report to the extent described herein.3SPECIAL NOTE REGARDING FORWARD LOO

61、KING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995.These forward-looking statements can be identified generally by the useof forward-looking terminology and words s

62、uch as expects,anticipates,estimates,believes,predicts,intends,plans,potential,may,continue,should,will and words of comparable meaning.Without limiting the generality ofthe preceding statement,all statements in this Annual Report relating to estimated and projected earnings,margins,costs,expenditur

63、es,cash flows,growth rates and future financial results are forward-looking statements.We caution investors thatany 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 mater

64、ially from those projected in the forward-lookingstatements.The following is a summary of the principal risks that could adversely affect our business,financial condition,results of operations and cash flows.Risks Related to Our Industrysaturation of our target market and hospital consolidations;unf

65、avorable economic or market conditions that may cause a decline in spending for information technology andservices;significant legislative and regulatory uncertainty in the healthcare industry;exposure to liability for failure to comply with regulatory requirements;Risks Related to Our Businesstrans

66、ition to a subscription-based recurring revenue model and modernization of our technology;competition with companies that have greater financial,technical and marketing resources than we have;potential future acquisitions that may be expensive,time consuming,and subject to other inherent risks;our a

67、bility to attract and retain qualified personnel in a global workforce;disruption from periodic restructuring of our sales force;slower than anticipated development of the market for Financial Health services;our potential inability to manage our growth in the new markets we may enter;our potential

68、failure to effectively implement a new enterprise resource planning software solution;exposure to numerous and often conflicting laws,regulations,policies,standards or other requirements through ourdomestic and international business activities;potential litigation against us and investigations;our

69、use of offshore third-party resources;competitive and litigation risk related to the use of artificial intelligence;Risks Related to Our Products and Servicespotential failure to develop new products or enhance current products that keep pace with market demands;exposure to claims if our products fa

70、il 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 ou

71、r products;failure to maintain our margins and service rates;increase in the percentage of total revenues represented by service revenues,which have lower margins;exposure to liability in the event we provide inaccurate claims data to payors;exposure to liability claims arising out of the licensing

72、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 o

73、f power and/or telecommunications capabilities;Risks Related to Our Indebtednessour 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 mor

74、e debt;pressures on cash flow to service our outstanding debt;restrictive terms of our credit agreement on our current and future operations;4Risks Related to Our Common Stock and Other General Riskschanges in and interpretations of financial accounting matters that govern the measurement of our per

75、formance;the potential for our goodwill or intangible assets to become impaired;quarterly fluctuations in our financial results due to various factors;volatility in our stock price;failure to maintain effective internal control over financial reporting;inherent limitations in our internal control ov

76、er financial reporting;vulnerability to significant damage from natural disasters;exposure to market risk related to interest rate changes;potential material adverse effects due to macroeconomic conditions;we do not anticipate paying dividends on our common stock;andactions of activist stockholders

77、against us could be disruptive and costly,or potentially cause uncertainty about thestrategic direction of our business.For more information about the risks described above and other risks affecting us,see“Risk Factors”beginning on page 21 ofthis Annual Report.We also caution investors that the forw

78、ard-looking information described herein represents our outlookonly as of this date,and we undertake no obligation to update or revise any forward-looking statements to reflect events ordevelopments after the date of this Annual Report.5PART IITEM 1.BUSINESSOverviewFounded in 1979,TruBridge,Inc.(“Tr

79、uBridge”or the“Company”)is a leading provider of healthcare solutions and servicesfor community hospitals,their clinics and other healthcare systems.Previously named Computer Programs and Systems,Inc.,the Company changed its name to TruBridge,Inc.on March 4,2024 in a Company-wide rebranding and lega

80、l entityconsolidation.TruBridge is a trusted partner to more than 1,500 healthcare organizations with a broad range of technology-firstsolutions that address the unique needs and challenges of diverse communities,promoting equitable access to quality care andfostering positive outcomes.TruBridge has

81、 over four decades of experience in connecting providers,patients and communitieswith innovative data-driven solutions that create real value by supporting both the financial and clinical side of healthcaredelivery.Our industry leading HFMA Peer Reviewed suite of revenue cycle management(RCM)offerin

82、gs combineunparalleled visibility and transparency to enhance productivity and support the financial health of healthcare organizationsacross all care settings.We support efficient patient care with electronic health record(EHR)product offerings thatsuccessfully integrate data between care settings.

83、Above all,we believe in the power of community and encouragecollaboration,connection,and empowerment with our customers.We clear the way for care.The Companys legal structure includes TruBridge,Inc.,the parent company,with Viewgol,LLC(Viewgol),TruBridgeHealthcare Private Limited,iNetXperts,Corp.d/b/

84、a Get Real Health,Healthcare Resource Group,Inc.(HRG),HealthlandHolding Inc.and Healthland,Inc.as its wholly-owned direct and indirect subsidiaries.The Company operates its business intwo operating segments,which are also our reportable segments:Financial Health and Patient Care.These segments contr

85、ibutetowards the combined focus of improving the health of the communities we serve as follows:The Financial Health reporting segment focuses on providing a complete RCM solution for all care settings,regardlessof their primary healthcare information solutions provider,along with business management

86、,consulting,managed ITservices,analytics and business intelligence.The Patient Care segment provides comprehensive acute care solutions and related services for community hospitals,and their physician clinics.The Patient Care segment also offers comprehensive patient engagement and empowermenttechno

87、logy solutions to improve patient outcomes and engagement strategies with care providers.Our companies currently support community hospitals and other healthcare systems with a geographically diverse patient mixwithin the domestic community healthcare market.Our target market for our Financial Healt

88、h and Patient Care solutionsincludes community hospitals with fewer than 400 acute care beds,and their clinics,as well as independent or small to mediumsized chains of skilled nursing facilities.Approximately 97%of our acute care hospital Patient Care customer base is comprisedof hospitals with fewe

89、r than 100 beds.During 2024,we generated revenues of$342.6 million from the sale of our products andservices.See Note 18 to the consolidated financial statements included herein for additional information on our two reportable segments.Industry DynamicsThe healthcare industry is the largest industry

90、 in the United States economy,comprising approximately 17.6%of the U.S.grossdomestic product in 2023 according to the Centers for Medicare and Medicaid Services(“CMS”).CMS estimates that nationalhealth spending is projected to grow at an average annual rate of 5.6%through 2032 and will reach$7.2 tri

91、llion in 2031.Hospital expenditures grew by 10.4%to approximately$1.5 trillion in 2023,dramatically faster than the 3.2%growth rate in2022.According to the American Hospital Associations AHA Hospital Statistics,2023 Edition,there are approximately 4,600community hospitals in the United States that a

92、re in our target market of hospitals with fewer than 400 beds,withapproximately 3,000 of those having fewer than 100 acute care beds.In addition,there is a market of small specialty hospitalsthat focus on discrete medical areas such as surgery,rehabilitation and long-term acute care.The healthcare i

93、ndustry is constantly challenged by changing economic dynamics,increased regulation and pressure to improvethe quality of care.These factors create an environment of escalating costs of care which,because of their heavy reliance onMedicare and Medicaid programs,our hospital clients have limited abil

94、ity to recover through reimbursement changes.However,we believe healthcare providers can successfully address these issues with the help of our advanced medicalinformation systems,including our Financial Health solutions and our suite of complementary services.Specific examples ofthe challenges and

95、opportunities facing healthcare providers include the following:6Changing Economic DynamicsThe healthcare industry is heavily influenced by legislative and regulatory initiatives of the federal and state governments.These initiatives have a particularly significant impact on our customer base,as com

96、munity hospitals generate a significantportion of their revenues from beneficiaries of the Medicare and Medicaid programs.Consequently,even small changes infederal and state programs have a disproportionate effect on community hospitals as compared to larger facilities where greaterportions of their

97、 revenues are generated from beneficiaries of private insurance programs.Medicare and Medicaid funding and reimbursements fluctuate annually and,with projected growth in healthcare costs,willcontinue to be scrutinized as the federal and state governments attempt to control the costs and growth of th

98、e program.As thefederal government seeks to further limit deficit spending in the future due to fiscal restraints,it will likely continue to placeconstraints on healthcare spending programs such as Medicare and Medicaid matching grants,which will place further costpressures on hospitals and other he

99、althcare providers.Further reductions in reimbursements from these programs could lead tohospitals postponing expenditures on information technology and may motivate hospitals to revisit long-held cost structures,which could positively impact demand for Financial Health solutions and services.While

100、legislative and regulatory initiatives are placing significant pressure on the related reimbursements,community hospitalsare also faced with likely increased demand for Medicare and Medicaid services.Medicare Advantage enrollment in ruralcommunities has grown by nearly 50%from 2019 through 2023.The

101、challenges posed by this dual-threat are complicated bythe shift away from volume-based reimbursement towards value-based reimbursement,linking reimbursement to qualitymeasurements and outcomes.The increasing prevalence of high deductible health plans and value-based reimbursementmodels is transform

102、ing domestic healthcare delivery into a more patient-centric experience.This transformation brings aboutnew and increased data needs,resulting in additional regulatory demands for data that patients find useful in decision-making.These new regulatory demands increase regulatory risks and compliance

103、burdens for TruBridge and our clients,but also poseopportunities for TruBridge to provide additional value-added products and services to our target market.To compete in the continually changing healthcare environment,providers are increasingly using technology in order to helpmaximize the efficienc

104、y of their business practices,to assist in enhancing patient care,and to maintain the privacy and securityof patient information.Healthcare providers are placing increased demands on their information systems to accomplish thesetasks.We believe that information systems must facilitate management of

105、patient information across administrative,financialand clinical tasks and must also effectively interface with a variety of payor organizations within the increasingly complexreimbursement environment.The American Recovery and Reinvestment Act of 2009In 2009,the U.S.federal government enacted the Am

106、erican Recovery and Reinvestment Act(the“ARRA”),which included theHealth Information Technology for Economic and Clinical Health Act(“HITECH”).HITECH authorized the EHR incentiveprogram,which provided significant incentive funding to physicians and hospitals that have adopted and are appropriatelyus

107、ing technology such as our EHR solutions.The end result of the ARRA has been to accelerate the adoption of EHRtechnology nationwide,significantly increasing industry-wide penetration rates and our penetration rates within our existingcustomer base for our current menu of applications.As a result,the

108、 revenue opportunities for new customer additions havegreatly diminished,as have our opportunities for add-on sales to existing customers.Continued Push for Improved Patient CareWith the increased pressure to improve the quality of healthcare and reduce costs,there is a general shift towards value-b

109、asedreimbursement,which increases the demand for information technology solutions for clinical decision support.This migrationtoward clinical decision support solutions is further supported by the ARRA.In the face of decreasing revenue and increasing pressure to improve patient care,healthcare provi

110、ders are in need ofmanagement tools and related services that(1)increase efficiency in the delivery of healthcare services,(2)reduce medicalerrors,(3)effectively track the cost of delivering services so that those costs can be properly managed and(4)increase thespeed and rate of reimbursement.A hosp

111、itals failure to adequately invest in a modern medical information system could resultin fewer patient referrals,cost inefficiencies,lower than expected reimbursement,increased malpractice risk and possibleregulatory infractions.Additionally,we believe that the industry will continue to increase its

112、 utilization of third party servicesthat contribute to the achievement of these and other objectives necessary for success in the current environment.We believethese dynamics should allow for future revenue growth for both our information technology solutions and our complementarysuite of services.7

113、StrategyOur primary objectives are to increase the market share of our Financial Health solutions and services,maintain a strongretention rate within our Patient Care client base while pursuing competitive and vulnerable Patient Care replacementopportunities,and further establish our position as a l

114、eading provider of patient engagement solutions.The acquisition ofViewgol in October 2023,which entitys operations are almost entirely focused on the ambulatory setting,creates additionalmarket expansion opportunities,and diversifies our Financial Health business.These objectives are all in support

115、of ourcorporate strategy,centered around the following components:Core GrowthOur core growth initiatives include cross-selling Financial Health solutions and services into our existing sizeable Patient Careclient base and expanding our Financial Health market share with sales to new community hospit

116、als with less than 400 beds.Over the course of our more than 45-year history,we have developed a significant customer base of community hospitals.Thiscustomer base is our most valuable asset,providing not only the critical mass necessary to scale our development,client supportand service resources t

117、o meet the evolving needs of our customers,but also serving as fertile ground for our cross-selling effortsfor additional value-added solutions and services.Our most significant cross-selling opportunities are in the Financial Healthbusiness,where we utilize our industry-leading Financial Health ser

118、vices and solutions to improve the financial health of ourPatient Care clients by improving cash flow metrics in the face of the myriad cost and reimbursement challenges facinghealthcare organizations.Our operational expertise and technology tools provide proven results in improving claim acceptance

119、rates,accelerating payments from third party payors,and increasing private pay collections.Margin OptimizationMargin optimization efforts support our core growth as we routinely seek,find,and execute on initiatives that modernize ourbusiness,increasing our efficiency and resulting in cost savings.Th

120、ese efforts allow us to reinvest in additional growthopportunities and enable better positioning on pricing flexibility.Chief among our margin optimization initiatives are parallel work streams dedicated toStandardizing and Automating Workflows:We are improving efficiency and consistency across all

121、operations bystandardizing workflows and integrating automation to enhance our services accuracy and speed.Leveraging Offshore Resources:We are strategically utilizing offshore talent to reduce costs and mitigate the risksassociated with over-reliance on a single domestic talent pool.As we scale our

122、 global workforce management team,we also reduce our dependence on staffing partners.This gives us better control over maintaining high-quality serviceand ensures our standards are consistently met.Digital InnovationIn addition to our core growth and margin optimization initiatives is a focus on ide

123、ntifying new innovation and larger adjacencyopportunities,driven by demand for patient engagement,industry insights,reporting and analytics technology.As todays patients and providers have a more collaborative approach to healthcare,our patient engagement offerings provide asecure ecosystem that sup

124、ports home care,clinicians,and the patients they serve by providing tools and analytics to provide acomplete view of patients health and improve health outcomes.In addition to supporting improved care,our patientengagement platform provides financial benefits to providers and hospital systems throug

125、h increased revenue opportunities anddigital transformation of workflows to fill staffing gaps.This platform gives healthcare providers the insights and tools theyneed to provide efficient,cost-effective care as they collaborate with todays growing population of engaged patients.Underpinning each of

126、 the three components to our strategy is a capital allocation strategy designed to afford the flexibilitynecessary to be adaptive and opportunistic with future investment decisions.Such flexibility is necessary if we are to continueto bring timely products and services to a rapidly changing healthca

127、re landscape.We serve the needs of multiple stakeholdergroups as customers benefit from the related products and services,our employees benefit from expanded opportunities fordevelopment,and our stockholders benefit from the increasing diversity in revenue sources.Artificial IntelligenceWe see both

128、the value and risk of generative AI being leveraged in healthcare delivery and are committed to ensuring our clientpopulation is not left behind as this rapidly advancing technology is being implemented and adopted.We are active members of8TRAIN(Trustworthy and Responsible AI Network),representing o

129、ur customers alongside large Integrated Delivery Networks(“IDN”)and health systems to help shape the governance and controls to implement AI safely,as well as allowing us a broadview of what is happening in the arena of healthcare in order to keep pace with the developments.Within our innovation tea

130、m,several pilots are unfolding to drive value for our clients out of this technology.We also have several strategic partners we arein discussions with to integrate their solutions into our ecosystem.Our Products and ServicesFinancial HealthWe offer Financial Health services which can be grouped into

131、 the following categories:Revenue Cycle Management(“RCM”)Products.Our RCM solutions empower providers and caregivers in hospitals,healthcare systems,clinics and skilled nursing organizations to accelerate their revenue cycle through a suite ofcomprehensive,web-based solutions designed to improve fin

132、ancial operations and staff productivity and increasereimbursement.Our RCM products include the following offerings:Patient Liability Estimates.Improve patient satisfaction,maximize point-of-service collections,and equip staffwith the ability to provide transparent pricing with the Patient Liability

133、 Estimate module.Eligibility Verification.Reduce claim denials and carrier rejections by performing on-demand eligibility look-ups,assuring the care provided is covered.Claim Scrubbing and Submission.A powerful claim management solution for submitting,validating,andprocessing a healthcare facilitys

134、claims with ease and with a high quality of edits.Remittance Management.Remittance advice can be effortlessly gathered and managed with the ElectronicRemittance Advice Retrieval and Remittance Management modules,simplifying workflow and involvement.Denial/Audit Management.Equips healthcare facilitie

135、s with the tools necessary to combat denied and auditedclaims,assisting organizations in recovering lost revenue.Contract Management.Allows healthcare facilities to take control over complex healthcare contracts byprospectively pricing every claim submitted to payers,retrospectively pricing every re

136、mittance to ensure properpayment was received,and modeling proposed contract terms during payer negotiations.RCM Services.Our RCM services span a healthcare enterprises revenue cycle and provide clients with a strongalternative to in-house operations.These services leverage our deep service and tech

137、nology experience and aredesigned to allow clients to streamline their administrative staffing while improving operational efficiencies.Our RCMservices include the following service offerings:Accounts Receivable Management,Private Pay Service,MedicalCoding,Revenue Cycle Consulting,and other addition

138、al Insurance and Patient Billing Services.Consulting and Business Management Services.Our consulting and business management services are designed tohelp healthcare organizations by assessing their needs,setting goals,and creating an action plan to achieve those goals,and,if needed,implementing the

139、action plan.Many of our professional consultants have decades of experience and allare skilled in adopting new technologies,redesigning processes,educating staff,and providing interim or on-goingmanagement services.Our consulting and business management services include the following service offerin

140、gs:Consulting,Business Intelligence,Staffing,and Administrative.Managed IT Services.Our managed IT services provide a range of services designed to meet the IT needs ofcommunity healthcare enterprises.The pace of technological change can be overwhelming.Our services allow clientsto affordably mainta

141、in an advanced IT infrastructure,meet regulatory requirements,and reduce risk.Our managed ITservices include the following service offerings:Cloud Services,Backup and Recovery,Collaboration andConnectivity,Security Services,Systems Management,and Help Desk.Encoder Solutions.Our encoder technology an

142、d services support the hospital,consulting and payer markets.Ourencoder solution is known for its knowledge-based coding methodology,which presents coding guidance andreferences at the point of coding,helping to improve coding accuracy and productivity.9Patient CareAcute Care Software SystemsWe offe

143、r healthcare IT solutions designed to cater to the specific needs of community hospital organizations under the softwaresolution platform TruBridge EHR.TruBridge EHRWithin TruBridge EHR,we offer a full array of software applications using one fully integrated system designed tostreamline the flow of

144、 information to the primary functional areas of community hospitals.We intend to continue toenhance our existing software applications and develop new applications as required by evolving industry standards andthe changing needs of our clients.Pursuant to our client support agreements,we provide our

145、 clients with softwareenhancements and upgrades periodically on a when-and-if-available basis.See“Acute Care Support and MaintenanceServices.”These enhancements enable each client,regardless of its original installation date,to have the benefit of ourmost advanced products available.Our software app

146、lications within TruBridge EHR:provide automated processes that improve clinical workflow and support clinical decision-making;allow healthcare providers to efficiently input and easily access the most current patient medical data in orderto improve quality of care and patient safety;integrate clini

147、cal,financial and patient information to promote efficient use of time and resources,whileeliminating dependence on paper medical records;provide tools that permit healthcare organizations to analyze past performance,model new plans for the futureand measure and monitor the effectiveness of those pl

148、ans;provide for rapid and cost-effective implementation,whether through the installation of an in-house system orthrough our Software as a Service(“SaaS”)services;andincrease the flow of information by replacing centralized data over which there is limited control with broad-based,secure access by c

149、linical and administrative personnel to data relevant to their functional areas.Our software applications within Trubridge EHR are grouped for support purposes according to the following generalfunctional categories described below:Patient Management.Our patient management software enables a hospita

150、l to identify a patient at any point inthe healthcare delivery system and to collect and maintain patient information throughout the entire process ofpatient care on an enterprise-wide basis.Our applications also assist with patient support registration,patientaccounting,and other functions related

151、to record controls and data access management.The TruBridge EHRsingle database structure permits authorized hospital personnel to simultaneously access appropriate portionsof a patients record from any point on the system.Financial Accounting.Our financial accounting software provides a variety of b

152、usiness office applicationsdesigned to efficiently track and coordinate information needed for managerial decision-making,includingaccounts payable,budgeting,executive information system and other functions related to financial decisionmaking.Clinical.Our clinical software automates record keeping a

153、nd reporting for many clinical functions includinglaboratory,radiology,physical therapy,respiratory care and pharmacy.These products eliminate tediouspaperwork,calculations and written documentation while allowing for easy retrieval of patient data andstatistics.Patient Care.Our patient care applica

154、tions allow hospitals to create computerized patient files in place ofthe traditional paper file systems.This software enables physicians,nurses and other hospital staff to improvethe quality of patient care through increased access to patient information,assistance with projected carerequirements a

155、nd feedback regarding patient needs.Our software also addresses current safety initiatives in10the healthcare industry such as the transition from written prescriptions and physician orders to computerizedphysician order entry.Enterprise Applications.We provide software applications that support the

156、 products described above and areuseful to all areas of the hospital.These applications include:ad hoc reporting,automatic batch and real-timesystem backups,an integrated fax system,archival data repository,document scanning and Microsoft Officeintegration,and an Application Portal.CentriqCentriq is

157、 a web-based acute-care EHR platform.We discontinued support and services of the Centriq platform as ofDecember 31,2024 except for a few customers who have not migrated to another EHR platform.A majority of clients thatused Centriq have already migrated to the TruBridge EHR platform.Acute Care Suppo

158、rt and Maintenance ServicesAfter EHR installation,we provide software application support,hardware maintenance,continuing education and relatedservices pursuant to a support agreement using our collaborative support model.The following services are provided toTruBridge EHR customers:Total System Sup

159、port.We believe the quality of continuing customer support is one of the most criticalconsiderations in the selection of an information system provider.We provide hardware,technical andsoftware support for all aspects of our system,which gives us the flexibility to take the necessary course ofaction

160、 to resolve any issue.Unlike our competitors who use third-party services for hardware and softwaresupport,we provide a single,convenient and efficient resource for all of our customers system support needs.In order to minimize the impact of a system problem,we train our customer service personnel t

161、o betechnically proficient,courteous and prompt.Because a properly functioning information system is crucial toa hospitals operations,our support teams are available 24 hours per day to assist customers with any problemthat may arise.Customers can also use the Internet to directly access our support

162、 system.National Client Conference.All of our customers have the opportunity to attend our annual National ClientConference.TruBridge hosts this conference to provide educational sessions,product demonstrations,andone-on-one time with application experts.The conference also allows important time for

163、 networking amongcustomers and TruBridge staff across all business platforms.Continuing Education.Effective learning tools are a key factor in successful EHR adoption and allowingclients to get the most out of a software investment.Therefore,ongoing learning and training is a cornerstoneto our“total

164、 solution”and a key competitive differentiator.Our ongoing learning and training offerings alsoaddress some of the unique needs of community hospitals-limited resources and staff with cross-departmentresponsibilities and budget and time constraints-all of which require a customized approach to learn

165、ing andtraining.To meet these needs,we offer customers online content that can be accessed at any time,scheduledonline interactive classroom presentations,on-campus training at our facilities,educational sessions duringuser group conferences,and scheduled regional training sessions.Software Releases

166、.We are committed to providing our customers with software and technology solutions thatwill continue to meet their information system needs.To accomplish this purpose,we continually work toenhance and improve our application programs and we provide software updates to customers at no additionalcost

167、.The benefit of these seamlessly integrated enhancements is that each customer,regardless of its originalinstallation date,uses the most advanced software available.Through this process,we can keep our customersup-to-date with the latest operational innovations in the healthcare industry as well as

168、with changinggovernmental regulatory requirements.Another benefit of this one system concept is that our customerservice teams can be more effective in responding to customer needs because they maintain a completeunderstanding of and familiarity with the one system that all customers use.Purchasing

169、a new information technology system requires the expenditure of a substantial amount of capitaland other resources,and many customers are concerned that these systems will become obsolete astechnology changes.Our periodic product updates eliminate our customers concerns about systemobsolescence.We b

170、elieve providing this benefit is a strong incentive for potential customers to select ourproducts over the products of our competitors.11Hardware Replacement.As part of our general support agreements,we are also committed to promptlyreplacing malfunctioning system hardware in order to minimize the e

171、ffect of operational interruptions.Byoffering replacements of all hardware used in our system,we believe we are better able to meet and addressall of the information technology needs of our customers.Cloud Electronic Health Record(Cloud EHR).We offer Cloud EHR services to customers via remote access

172、telecommunications.Cloud EHR is a SaaS configuration and is a monthly subscription to access and useapplication software maintained by TruBridge in a cloud environment.Under this configuration,a customer isable to obtain access to an advanced EHR without a significant initial capital outlay.We store

173、 and maintainall Cloud EHR customers critical patient and administrative data.Forms and Supplies.In addition to our support services,we offer our customers the standard and customizedforms that they need for their patient and financial records,as well as the supplies necessary to support theoperatio

174、n of their server and peripheral equipment.Furnishing these forms and supplies helps us to achieveour objective of being a one-source solution for a hospitals complete healthcare information systemrequirements.Public Cloud Infrastructure In 2021,we formed a strategic partnership with Microsoft for A

175、zure cloudhosting and infrastructure services,with the end-goal of migrating all existing internal and client data toAzures public cloud and utilizing the related infrastructure solutions to enhance both internal and client-facing processes and services.The eventual migration to Azure,will benefit c

176、ustomers by removing theburden of maintaining their own on-premise infrastructure while the underlying applications will operate withhigher availability and stability,reducing unexpected downtime.This modernized infrastructure will open thedoor to future innovations and data access as well.InstantPH

177、R.Our interactive portal is designed to serve all patient populations and health organizations needs.Ideal for chronic disease management,maintaining wellness goals,and meeting federal mandates,thissolution is flexible enough to grow and change as industry trends dictate.InstantPHR can be integrated

178、 intonearly any existing EHR system to improve care and outcomes for individuals and professionals alike.CHBase.This powerful tool funnels data from multiple sources into one platform.Patients have the abilityto contribute data from their favorite apps and home health devices and combine it with cli

179、nical data fromproviders.This combined data can then be pulled into patient-oriented health applications or populationhealth management and customer analytics.This process makes data comprehensive and relevant,thusmaximizing its value to the entire care circle.Additionally,innovators have the capabi

180、lity to create,developand connect other systems and applications through the CHBase APIs.For additional details on our products,service,and support offerings,visit .For the results of operations by segment,refer to Note 18 to the consolidated financial statements included herein.Software Development

181、The healthcare information technology industry is characterized by rapid technological change requiring us to continually makeinvestments to update,enhance and improve our products and services.Software development costs are accounted for inaccordance with Financial Accounting Standards Board(“FASB”

182、)Accounting Standards Codification(“ASC”)350-40,Internal-Use Software.Under ASC 350-40,software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred.We capitalize direct costs related to applicationdevelopment activit

183、ies that are probable to result in additional functionality,and these costs are amortized on a straight-linebasis over five years.We test for impairment in the event of changes in circumstances that could impact recoverability.Total product development expenses included in our consolidated results o

184、f operations were approximately$34.5 million,$37.2million and$31.9 million during the years ended December 31,2024,2023 and 2022,respectively.We capitalized softwaredevelopment costs of approximately$17.1 million,$23.1 million and$19.1 million during the years ended December 31,2024,2023 and 2022,re

185、spectively.See Note 5 to the consolidated financial statements included herein for additional information on software development costs.12Product StrategyTruBridge has been actively refining its product and technology strategy by leveraging investments in market research,customer needs analysis,comp

186、etitive insights,and roadmap evolution.This approach aims to upgrade and expand offerings tobetter align with customer needs within the community and specialty hospital markets.Over the past year,TruBridge conducted two significant customer and product research projects.This research supports thegro

187、wth and sustainability of our customer base by surrounding and complimenting the EHR and providing value addedsolutions based off of group purchasing pricing.Additionally,TruBridge has launched new offerings through partnerships inenterprise software solutions.Our enterprise data and analytics offer

188、ings provide clients with advanced analytics and reporting capabilities to better managehospital and clinic operations.Over the next several quarters,there will be continued efforts to optimize user workflows forclinical and financial solutions to improve the experience and help clients improve paye

189、r reimbursement through improveddigital intake,inclusive of insurance discovery and coordination of benefits,and prior authorization,which are significantchallenges within this market.System Implementation and TrainingConversion Services.When a client purchases or leases one of our systems,we conver

190、t their existing data to the new system.Our knowledge of hospital data processing,in conjunction with extensive in-house technical expertise,allows us to accomplishthis task in a cost effective manner.When we install a new system,the data conversion has already occurred so that the systemis immediat

191、ely operational.Our goal is for each client to be productive on day one in order to eliminate time and money wastedon the costly and inefficient task of maintaining the same data on parallel systems.Our services also relieve the hospital staff ofthe time-consuming burden of data conversion.The conve

192、rsion process is the initial phase of our long-term partnership andoverall client experience.Training.In order to integrate the new system and to ensure its success,we spend approximately sixteen weeks providingindividualized training remotely and on-site at the go-live.We provide hardware and softw

193、are application training for allhospital users,including staff members and healthcare providers,during all hospital shifts.We employ nurses,medicaltechnicians,and providers along with our technical training staff in order to help us communicate more effectively with ourclients during the training pr

194、ocess.This training phase is also part of the overall client experience that is provided to all of ourclients.Clients,Sales and MarketingTarget MarketsThe target market for our Financial Health product and services extends beyond hospitals of less than 100 beds,where we havehistorically focused our

195、Patient Care efforts.We are acutely focused on our vision of selling our Financial Health solution toboth our existing customer base,as well as to the 4,600 hospitals of 400 beds or under in the United States.Our strategy to grow our Financial Health business is centered around leveraging our establ

196、ished sales relationships within oursubstantial Patient Care customer base in order to cross sell Financial Health solutions and services.In addition,we targethospitals of 400 beds and under that use competitor EHRs and manage their Financial Health operations in-house.The hospitalsare under increas

197、ing financial pressure caused by fluctuating patient volumes and increasing self-pay accounts.As we integratesolutions and capabilities from our acquisition of Viewgol,our goal in the ambulatory market is to grow market share in thosespecific specialties where we have demonstrated success,while buil

198、ding support of ambulatory needs for current clients.A core initiative to our growth plan is to maintain a strong retention rate across our Patient Care base and pursue conservativegrowth of new Patient Care clients,as they are critical to driving cross-sales of our Financial Health solutions and se

199、rvices.Wetarget hospitals under 100 beds in the United States that we believe are currently using a vendor that we have determined isvulnerable based on a variety of factors.The target market for our Patient Care systems consists of community hospitals with fewer than 200 acute care beds,with aprima

200、ry focus on hospitals with fewer than 100 acute care beds.In the United States,there are approximately 3,800 communityhospitals with fewer than 200 acute care beds,with approximately 2,900 having fewer than 100 acute care beds.In addition,wemarket our products to small specialty hospitals in the Uni

201、ted States that focus on discrete medical areas such as behavioralhealth,surgery,rehabilitation and long-term acute care.Approximately 98%of our existing acute care clients are hospitals withfewer than 100 acute care beds.13Our patient engagement efforts continue to focus on growing the number of re

202、gistered patient users with existing clients in theinternational market while also continuing to grow through our Patient Care client base in the domestic market.The following table presents our revenues generated from clients located within the U.S.(Domestic)and all foreign countries,in total(Inter

203、national).Year ended December 31,(In thousands)202420232022Sales revenues:Domestic.$336,822$329,568$320,443International(1).5,8246,3876,205$342,646$335,955$326,648(1)International sales revenues are related to the Caribbean nation of St.Maarten,the islands of Turks and Caicos,the BritishOverseas Ter

204、ritory of Anguilla,Canada,England,Australia,the United Arab Emirates and the Netherlands.Sales StaffWe have dedicated sales organizations in both business units:Financial Health and Patient Care.Many of our sales personnelare hired from within the Company and have previous experience in client suppo

205、rt roles.We believe this experience positionsthem to more effectively sell our products and services within our target markets.We have also added some talent from outsidethe Company,creating a depth of experience we believe will enhance the effectiveness of the teams.Our sales organizations aregener

206、ally divided into four areas:sales management,new client sales,existing client sales and sales support staff.New clientsales staff are typically organized based on geographic territories.Our sales representatives who sell to existing clients haveassigned clients within their territory,which is also

207、geographically based.Some sales representatives in our services areas areassigned specifically to cross-sell services into our Patient Care client base.A significant portion of the compensation for allsales personnel is commission based except for administrative support staff.Marketing StrategyOur m

208、arketing strategy positions TruBridge as a healthcare solutions company that supports providers in their efforts to deliverthe best care possible for their communities.Through a suite of innovation products,collaborative services and tools,we helpclients eliminate the financial and operational obsta

209、cles holding them back and lay the foundation for lasting success.We are ahealthcare solutions company and we clear the way for care.With regard to our Financial Health solutions,we will continue to leverage our proven track record of success in accountsreceivable management and private pay collecti

210、ons for community healthcare providers.With the increasing complexity ofreimbursement requirements and a global shift in healthcare towards an increase in patient financial responsibility,the ability ofour services business to bring expertise and best practice operational efficiencies to bear is a s

211、ignificant competitive advantage.In consulting services,the added complexity brought about by the transition to the ICD-10 code set,a standard transaction codeset for diagnostic purposes under HIPAA,has created a significant demand for our coding services.Our strategy is to cross sellour Financial H

212、ealth solutions into our loyal Patient Care customer base as we prioritize strengthening our client relationships.At the same time,we target the 400 bed and less hospital market outside of our Patient Care client network,which hospitalshave a need to improve revenue cycles and address staffing issue

213、s.Our Patient Care software and services address providers across the care continuum,with a primary focus on the communityhealthcare market.Our ability to connect patients to care providers within their community and across communities through ourown products and interoperability development,includi

214、ng our membership in the CommonWell Health Alliance,sets us apartfrom other competitors in our market.Our goal is to position ourselves as partners to community healthcare providers as theymove to a more proactive care model based on the use of data analytics and patient engagement tools.Our strateg

215、y to grow our patient engagement business is centered around leveraging our established customer relationshipswithin our substantial partner ecosystem for continued sales around licensing and professional services.In addition,we targethospitals that use competitor EHRs,including upmarket larger hosp

216、itals and health systems that support multiple EHRs anddata sources around affiliated providers and practices.A core initiative to our growth plan is to maintain a strong retention rateof this client base and pursue rapid growth of new clients.14BacklogBacklog consists of revenues we reasonably expe

217、ct to recognize over the next twelve months under existing contracts.Therevenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support andmaintenance and RCM services.As of December 31,2024,we had a twelve-month backlog of approximately$8 milli

218、on inconnection with non-recurring system sales and approximately$328 million in connection with recurring fees under supportand maintenance and RCM services.As of December 31,2023,we had a twelve-month backlog of approximately$9 million inconnection with non-recurring system sales and approximately

219、$328 million in connection with recurring fees under supportand maintenance and RCM services.CompetitionThe market for our products and services is competitive,and we expect additional competition from established and emergingcompanies in the future.Our market is characterized by rapidly changing te

220、chnology,global shifts in the healthcare system,evolving user needs and impactful regulatory and reimbursement changes.We believe the principal competitive factors thathospitals,and clinics consider when choosing between us and our competitors are:perceived level of product and system security;produ

221、ct features,functionality and performance;range of services offered;level of client service and satisfaction;ease of integration and speed of implementation;product price;cost of services offered;results of services engagements;knowledge of the healthcare industry;training provided;sales and marketi

222、ng efforts;andcompany reputation.We believe that we compete favorably with our competitors on these factors.Our principal competitors for Financial Healthsolutions include RelayHealth Corp,SSI Group,LLC,Quadax Inc.,Change Healthcare Holdings,Inc.,Availity,LLC,WaystarTechnologies,Inc.,Experian,and Na

223、vicure,Inc.Our principal competitors in the business management,consulting andmanaged IT services market are Resolution Health,Inc.,The Outsource Group Inc.,Patient Focus,Inc.,Xtend Healthcare Inc.,Ensemble Health Partners,and nThrive,Inc.These companies all focus on providing services to the health

224、care market,and theservices they offer are comparable in scope to the competing services we offer.Secondary competitors in the Financial Healthspace include ARx LLC,Citadel Outsource Group LLC,Patient Matters,LLC,KIWI-TEK,LLC,and Aviacode Inc.Theprimary competitors for our encoder solutions include

225、Solventum,Nuance and Optum.Our principal competitors in the Patient Care market are Oracle Cerner Corporation,Medical Information Technology,Inc.(Meditech),and MEDHOST,Inc.These companies compete with us directly in our target market of small and midsizehospitals.They offer comparable products and s

226、ystems that address the needs of hospitals in the markets we serve.Oursecondary competitors in the Patient Care market include N.Harris Computer Corporation and Epic Systems Corporation.These companies are significantly larger than we are,and they typically sell their products and services to larger

227、 hospitalsoutside of our target market.However,they will sometimes compete with us directly or,more commonly,when a larger healthsystem who uses a system from one of these companies will offer it to a smaller hospital as part of a merger or alliance.In thepatient engagement market,our competitors in

228、clude Relay Health,Get Well Network/Healthloop,Apollo Care Connect,BridgePatient Portal,eClinicalWorks Patient Portal,Influence Health,and InteliChart15We also face competition from providers of practice management systems,general decision support and database systems andother segment-specific appli

229、cations.Any of these companies as well as other technology or healthcare companies could decideat any time to specifically target hospitals within our target market.Health Information Security and Privacy PracticesThe Health Insurance Portability and Accountability Act(“HIPAA”)is a federal law gover

230、ning the use,disclosure,transmissionand storage of certain individually identifiable health information,referred to as protected health information,and wasenacted for the purpose of,among other things,protecting the privacy and security of protected health information.As directedby HIPAA,the Departm

231、ent of Health and Human Services(the DHHS)has promulgated standards and rules for certainelectronic health transactions,code sets,data security,unique identification numbers and privacy of protected healthinformation.HIPAA and the standards promulgated by DHHS apply to certain health plans,healthcar

232、e clearinghouses andhealthcare providers(referred to as covered entities),which include virtually all of our clients.The Health InformationTechnology for Economic and Clinical Health Act(HITECH)and its implementing regulations published in January 2013significantly expand HIPAA by extending privacy

233、and security standards to business associates of healthcare providers thatare covered entities.Under HITECH,business associates are required to establish administrative,physical and technicalsafeguards and are subject to direct penalties for violations.Certain of our services frequently require us t

234、o act as a healthcareclearinghouse and/or a business associate to the healthcare providers that we serve.As a result,we are covered by the patientprivacy and security standards of HIPAA and HITECH and subject to oversight by DHHS.We believe that we have taken allnecessary steps to comply with HIPAA

235、and HITECH,as they apply to us as a business associate,but it is important to note thatDHHS could,at any time in the future,adopt new rules or modify existing rules in a manner that could require us to change oursystems or operations.Protecting individually identifiable health information and other

236、sensitive data is a critical and essential function of TruBridgesoperations and its software solutions.A variety of industry-standard approaches that meet or exceed regulatory requirementssuch as HIPAA and HITECH are employed.In order to avoid unauthorized access for the life span of this data,diver

237、se methodsof identification,authentication,authorization and encryption are utilized at various points throughout the operating system,application software and hardware.These methods and processes are shared amongst servers and other end-user devices and arecomplemented by change management processe

238、s and tools,which allow the software change control cycle to be a formal,defined process.In addition to HIPAA and HITECH,many states have enacted patient confidentiality laws that protect against the unauthorizeddisclosure of confidential medical information,with many others adopting or considering

239、further legislation in this area,including privacy safeguards,security standards,and data security breach notification requirements.Such state laws,if morestringent than HIPAA and HITECH requirements,are not preempted by the federal requirements,and we must comply withthem even though they may be su

240、bject to different interpretations by various courts and other governmental authorities.Forexample,the California Confidentiality of Medical Information Act has several standards that go beyond those set forth underHIPAA and HITECH and their regulations.Intellectual PropertyWe regard some aspects of

241、 our internal operations,software and documentation as proprietary,and rely primarily on acombination of contract and trade secret laws to protect our proprietary information.We believe,because of the rapid pace oftechnological change in the computer software industry,trade secret and copyright prot

242、ection is less significant than factorssuch as the knowledge,ability and experience of our employees,frequent software product enhancements and the timelinessand quality of our support services.The source code for our proprietary software is protected as a trade secret.We enter intoconfidentiality o

243、r license agreements with our vendors,consultants and clients,and control access to and distribution of oursoftware,documentation and other proprietary information.We cannot guarantee that these protections will be adequate or thatour competitors will not independently develop technologies that are

244、substantially equivalent or superior to our technology.The Company endeavors to protect its intellectual property rights and maintain certain trademarks,trade names,service marksand other intellectual property rights,including Clear the Way for Care,TruBridge,MyCareCorner,and others.Trademark andser

245、vice mark registrations must generally be renewed every five to ten years and we renew the registration of trademarks thatwe deem to have continuing value to our business.We do not believe our software products or other TruBridge proprietary rights infringe on the property rights of third parties.Ho

246、wever,we cannot guarantee that third parties will not assert infringement claims against us with respect to current or futuresoftware products or that any such assertion may not require us to enter into royalty arrangements or result in costly litigation.16Human CapitalAs of December 31,2024,we had

247、over 3,200 dedicated employees.While most of our workforce operates remotely,we alsohave a strong presence in our Alabama offices.We pride ourselves on maintaining excellent employee relations,with nocollective bargaining agreements or labor union representations,and a history of smooth operations w

248、ithout work stoppages.Our mission is to attract,develop,and retain top talent in order to deliver unparalleled service experiences.By enhancing theemployee experience,we not only support our customers better but also safeguard the long-term interests of our stockholders.We are committed to fostering

249、 an engaged,purpose-driven culture where every employee has the opportunity to achieveprofessional success.TeamIDEAWe are passionate about creating a welcoming and inclusive environment where everyone feels empowered to express theirideas and drive innovation.We actively promote a culture of respect

250、 and collaboration across our family of companies.Ourvaluescollaborative,dependable,proactive,empathetic,and agileguide us in achieving sustainable and meaningful growth.Our TeamIDEA,established in 2020,continues to strengthen company-wide engagement on TeamIDEA initiatives.Thisemployee-led council,

251、with executive sponsorship,provides learning opportunities and helps identify areas for improvement.TeamIDEAs mission is to champion global understanding,enabling employee engagement and strong business performance.Total RewardsWe offer competitive wages and comprehensive benefit,as well as wellness

252、 programs designed to meet the diverse needs of ouremployees.Our compensation program includes a mix of fixed and variable pay,such as base salary,bonuses,commissions,and merit increases.We also provide stock-based compensation to attract,retain,and motivate key leaders.Our benefit and wellness prog

253、rams focus on physical,emotional,financial,and social well-being.We offer a wide array ofbenefits,including comprehensive health and welfare insurances,a 401(k)plan with employer match,generous time-offpolicies,and more.Our Pay it Forward(Earned Time Off donation)program,launched in April 2023,has b

254、een a tremendoussuccess,with 238 employees donating over 10,200 hours to support colleagues during personal or family medical crises.Growth and DevelopmentWe are committed to the growth of our people by providing opportunities to cultivate talent,measure performance,and identifycandidates for new ro

255、les.In 2023,we launched Accelerate 2.0,a customized Leadership Development program for 105 PeopleLeaders.We also upgraded our content library,offering over 30,000 new modules from 150+publishers,and improved ourlearning data accuracy through automation and governance revisions.On average,each employ

256、ee completed 13 hours oftraining in 2024,covering topics such as leadership development,technical skills,and compliance.Our performance architecture ties individual financial rewards to contributions towards our companys success.This includessetting goals,evaluating progress,and gaining feedback fro

257、m leaders,promoting sustained evolution and retention of our talentbase.Employee RecruitmentOur talent philosophy focuses on developing talent from within while supplementing with external hires.This approach hasdeepened our understanding of our business and clients while welcoming new ideas.Our pre

258、dominantly remote workenvironment supports diverse hiring and enhances team collaboration.The acquisition of Viewgol in 2023 will further diversifyour talent sources and scale our people practices.Communication and EngagementTo support our geographically diverse workforce,we use multiple communicati

259、on modalities,including email,an employeehotline,and weekly all-employee communications.Monthly business updates encourage cross-functional collaboration andensure consistent messaging across the company,improving employee engagement.We routinely engage independent third parties to conduct cultural

260、and employee engagement surveys.In 2024 the ListeningSurvey participation rate was 61%of the employee population.Workplace Culture scored favorably with 75%of therespondents indicating they intend to stay at TruBridge and 69%of the respondents indicated they have a feeling ofaccomplishment with thei

261、r work.Areas for opportunity included Career Development with 49%favorable score for GoodCareer Opportunities and 52%favorable scores for Growth and Development.17Global Workforce IntegrationAs part of our acquisition of Viewgol in October 2023,we expanded our global workforce to over 1,500 employee

262、s in India asof December 31,2024.These employees primarily work remotely,with the majority based in the Mumbai area,supporting ourFinancial Health services clients.We are making significant progress in the integration process,focusing on aligning the India workforce with our broaderorganizational st

263、ructure.This involves standardizing reporting and business operations,and fostering cultural integration acrossregions.Our intent is to ensure that compensation and benefits packages are globally aligned while recognizing and adapting tothe differences between the U.S.and Indian labor markets.To sup

264、port employee retention and growth,we will offerprofessional development opportunities through the integration of our TruPortal platform and ongoing leadership programsdesigned to develop future leaders within the acquired team.We are also working to transition all employees to our currenthuman reso

265、urces information system in order to streamline and unify our global processes for greater organizational cohesion.Concurrently,we plan to partner with a global payroll vendor to ensure compliance,efficiency,and scalability for ourexpanding global workforce.We are also continuing to drive initiative

266、s that play a central role in supporting cultural integration.This year,we plan toprovide enterprise-wide education that focuses on cultural competency,our continued globalization strategy,and promotinginclusivity across our workforce.Our intent is to build a unified corporate culture that supports

267、TruBridges broader workforceglobalization objectives.Material Government RegulationsOur business operations are subject to various federal,state and international laws,and our products and services are governedby a number of rules and regulations.For example,we are affected by the following regulati

268、ons:As discussed above,HIPAA,HITECH and state-specific security and privacy standards affect our claims transmissionservices,since those services must be structured and provided in a way that supports our clients complianceobligations.The United States Food and Drug Administration(the“FDA”)has deter

269、mined that certain of our solutions,such as ourImageLink and Blood Administration products,are medical devices that are actively regulated under the FederalFood,Drug and Cosmetic Act,as amended.The use of our solutions by physicians for electronic prescribing and electronic routing of prescriptions

270、via theSurescripts network to pharmacies is governed by federal and state laws.States have differing regulations that governthe electronic transmission of certain prescriptions and prescription requirements.The federal Anti-Kickback Statute(“AKS”)(See 42 U.S.C.1320a-7b)is a criminal statute that pro

271、hibits theexchange(or offer to exchange),of anything of value,in an effort to induce(or reward)the referral of businessreimbursable by federal health care programs.The CMS has stated that kickbacks have led to overutilization andincreased costs of healthcare services,corruption of medical decision m

272、aking,steering patients away from validservices or therapies and unfair,non-competitive service delivery.Certain of our products and services may bereimbursed by federal healthcare programs such that referrals of business for such products and services mayimplicate,or have the appearance of implicat

273、ing,the AKS.Examples of prohibited kickbacks include receivingfinancial incentives such as discounts or gifts for referrals.Possible penalties for violating the AKS include fines of upto$25,000 per violation,up to five years in jail,and exclusion from Medicare and Medicaid care program business.The

274、federal False Claims Act(“FCA”)imposes civil liability for false bills or requests for payment in the healthcaredelivery system for any company that:(i)knowingly presents or causes to be presented to the federal government afalse or fraudulent claim for payment or approval;(ii)knowingly makes,uses o

275、r causes to be made or used a falserecord or statement material to a false or fraudulent claim;(iii)knowingly makes,uses or causes to be made or used afalse record or statement material to an obligation to pay the government,or knowingly conceals or knowingly andimproperly avoids or decreases an obl

276、igation to pay or transmit money or property to the federal government;or(iv)conspires to commit the above acts.The federal government has used the FCA to prosecute a wide variety of allegedfalse claims and fraud allegedly perpetrated against Medicare and state healthcare programs,including a variet

277、y ofbilling and coding errors and fraud.The penalties for a violation of the FCA range from$5,500 to$11,000(adjustedfor inflation)for each false claim,plus up to three times the amount of damages caused by each false claim,which canbe as much as the amounts received directly or indirectly from the g

278、overnment for each such false claim.Per claimFCA penalties can range from$13,508 to$27,894 for penalties assessed after January 15,2024.Additionally,the18Fraud Enforcement and Recovery Act(“FERA”)provides that FCA liability attaches when a company knowinglyretains historic improper payments(overpaym

279、ents/overprovisions)even if the individual or entity did not make claimfor such payments.An overpayment impermissibly retained could subject TruBridge to liability under the FCA,exclusion from government healthcare programs and penalties under the federal Civil Monetary Penalty Law.Inaddition to act

280、ions being brought under the FCA by government officials,the FCA also allows a private individualwith direct knowledge of fraud to bring a whistleblower,or qui tam,lawsuit on behalf of the government for violationsof the FCA.In addition to the FCA,various states have adopted their own analogs of the

281、 FCA.Although there is no assurance that existing or future government laws,rules and other regulations applicable to our operations,products or services will not have a material adverse effect on our capital expenditures,results of operations and competitiveposition,we do not currently anticipate m

282、aterially increased expenditures in response to government regulations or futurematerial impacts to our results or competitiveness.These regulations and related risks are described in more detail below under“Risk Factors”beginning on page 21 of this Annual Report.Executive OfficersSet forth below is

283、 a list of the current executive officers of TruBridge and a brief explanation of each individuals principalemployment during the last five years.Christopher L.Fowler President and Chief Executive Officer.Christopher L.Fowler,age 49,was appointed as ourPresident and Chief Executive Officer,and a mem

284、ber of the Board of Directors on July 1,2022.Mr.Fowler began his careerwith TruBridge in May 2000 as a Software Support Representative and later as a manager of Financial Software Services.FromAugust 2004 until March 2008,Mr.Fowler served as Assistant Director and Director of Business Management Ser

285、vices.Mr.Fowler served as TruBridges Vice President Business Management Services from March 2008 until the formation ofTruBridge in January 2018,after which time he served as its President.He then served as Chief Operating Officer of theCompany from November 2015 through June 2022.Vinay Bassi Chief

286、Financial Officer and Treasurer.Vinay Bassi,age 54,was appointed as our Chief Financial Officer,Secretary and Treasurer in January 1,2024.Prior to joining TruBridge,Mr.Bassi served as Chief Financial Officer for theAudience Measurement division at Nielsen Holdings plc and held various finance and co

287、rporate development positions in thatcompany since 2016.Prior to joining Nielsen in 2016,Mr.Bassi worked in corporate development at Avaya Inc.from 2004 to2016.He began his career as an Auditor at PricewaterhouseCoopers LLP and spent time at Standard and Poors and Citigroup.Dawn M.Severance-Chief Sa

288、les Officer.Dawn M.Severance,age 55,was appointed as our Chief Sales Officer inNovember 2022 after serving as Senior Vice President of Sales for TruBridge since January 2021.Ms.Severance joinedTruBridge as part of the Healthland acquisition in 2016 where she served as Vice President of Sales.Ms.Seve

289、rance served asRegional Vice President of Sales for TruBridge from 2016 to May 2019 and as Vice President of Sales for TruBridge from May2019 to January 2021.Kevin Plessner-General Counsel,Secretary and Corporate Compliance Officer.Kevin Plessner,age 43,was appointed asour General Counsel in January

290、 2022.Mr.Plessner joined TruBridge as part of the Get Real Health acquisition in 2019.Heserved as General Counsel at Get Real Health from 2013 until the 2019 acquisition,at which point he became CorporateCounsel at TruBridge.David B.Harse General Manager,Patient Care.David B Harse,age 48,was appoint

291、ed as General Manager of our PatientCare business unit in November 2022.Prior to joining TruBridge,Mr.Harse served as SVP and General Manager of PatientEngagement at HealthMark from 2021 to 2022.Prior to joining HealthMark,Mr.Harse worked at Cerner Corporation,nowOracle Health,in various positions f

292、rom 1999 to 2021.Merideth Wilson General Manager,Financial Health.Merideth Wilson,age 52,was appointed General Manager of ourFinancial Health business unit in January 2025.Prior to joining TruBridge,Ms.Wilson held various senior executive leadershiproles with Experian,serving as Executive Vice Presi

293、dent and General Manager of Experian Employer Services,2023-2024;Chief Operating Officer(COO)of Experian Health,2020-2023;General Manager of Revenue Cycle Solutions of ExperianHealth,2014-2020;and Vice President of Payer Contract Management Solutions and Services of Experian Health,2012-2014.In addi

294、tion,she has held various product management and strategic marketing leadership positions at Medical Present Value,Inc.(MPV);MedQuist Inc.(now Solventum);VHA/Novation;and Bank of America.19Company Web SiteThe Company maintains a web site at http:/.The Company makes available on its web site,free of

295、charge,its Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and all amendments tothose reports,as soon as it is reasonably practicable after such material is electronically filed with the Securities and ExchangeCommission.The Company is not including the informa

296、tion contained on or available through its web site as a part of,orincorporating such information into,this Annual Report on Form 10-K.20ITEM 1A.RISK FACTORSThese are not the only risks and uncertainties that we face.Our business,financial condition,operating results,and stock pricecan be materially

297、 and adversely affected by a number of factors,whether currently known or unknown,including,but notlimited to,those described below.Any one or more of such factors could directly or indirectly cause our actual financialcondition and operating results to vary materially from our past or anticipated f

298、uture financial condition or operating results.RISKS RELATED TO OUR INDUSTRYThere are a limited number of hospitals in our target market.Saturation or consolidation in the healthcare industry couldresult in the loss of existing clients,a reduction in our potential client base and downward pressure o

299、n the prices of ourproducts and services.The limited number of hospitals with fewer than 200 acute care beds in our general target market for our acute care product andservice offerings has resulted in an ever narrowing market for new system installations and add-on sales which could materiallyand a

300、dversely impact our business,financial condition and operating results.Our primary objectives are to increase the market share of our Financial Health services,aggressively pursue competitive andvulnerable Patient Care replacement opportunities,and differentiate our products and services on a client

301、 experience basis thatenables us to sell a broader set of services into a loyal base of clients that are our advocates.Although we have formulatedstrategic responses for capitalizing on each of the identified opportunities,there is no guarantee that such responses willultimately prove successful.Add

302、itionally,to the extent that these opportunities fail to develop or develop more slowly thanexpected,our business,financial condition and operating results could be materially and adversely impacted.Furthermore,many healthcare providers have consolidated to create larger healthcare delivery enterpri

303、ses with greater marketpower.If this consolidation continues,we could lose existing clients and could experience a decrease in the number of potentialpurchasers of our products and services.The loss of existing and potential clients due to industry consolidation could cause ourrevenue growth rate to

304、 decline.Economic,market and other factors may cause a decline in spending for information technology and services by our currentand prospective clients which may result in less demand for our products,lower prices and,consequently,lower revenuesand a lower revenue growth rate.The purchase of our in

305、formation system involves a significant financial commitment by our clients.At the same time,thehealthcare industry faces significant financial pressures that could adversely affect overall spending on healthcare informationtechnology and services.To the extent spending for healthcare information te

306、chnology and services declines or increases slowerthan we anticipate,demand for our products and services,as well as the prices we charge,could be adversely affected.Accordingly,we cannot assure you that we will be able to increase or maintain our revenues or our revenue growth rate.There is signifi

307、cant uncertainty in the healthcare industry,both as a result of recently enacted legislation and changinggovernment regulation,which may have a material adverse impact on the businesses of our hospital clients and ultimatelyon our business,financial condition and results of operations.The healthcare

308、 industry is subject to changing political,economic and regulatory influences that may affect the procurementprocesses and operation of healthcare facilities,including our hospital clients.During the past decade,the healthcare industryhas been subject to increased legislation and regulation of,among

309、 other things,reimbursement rates,payment programs,information technology programs and certain capital expenditures(collectively,the Health Reform Laws).The Health Reform Laws contain various provisions which impact us and our clients.Some of these provisions have a positiveimpact,by expanding the u

310、se of electronic health records in certain federal programs,for example,while others,such asreductions in reimbursement for certain types of providers,have a negative impact due to fewer available resources.Thecontinued increase in fraud and abuse penalties is expected to adversely affect participan

311、ts in the healthcare sector,including us.Among other things,the Health Reform Laws provide for the expansion of Medicaid eligibility,mandate material changes tothe delivery of healthcare services and reduce the reimbursement paid for such services in order to generate savings in theMedicare program.

312、The Health Reform Laws also modify certain payment systems to encourage more cost-effective,quality-based care and a reduction of inefficiencies and waste,including through various tools to address fraud and abuse.The Health Reform Laws will continue to affect hospitals differently depending upon th

313、e populations they serve and their payormix.Our target market of community hospitals typically serve higher uninsured populations than larger urban hospitals and rely21more heavily on Medicare and Medicaid for reimbursement.It remains to be seen whether the increase in the insuredpopulation for comm

314、unity hospitals will be sufficient to offset actual and proposed additional cuts in Medicare and Medicaidreimbursements contained in the Health Reform Laws.The Health Reform Laws are leading to significant changes in the healthcare system,but the full impact of the legislation and offurther statutor

315、y and regulatory actions to reform healthcare on our business is unknown.As a result,there can be no assurancesthat the legislation will not adversely impact either our operational results or the manner in which we operate our business.Webelieve some healthcare industry participants have reduced the

316、ir investments or postponed investment decisions,includinginvestments in our solutions and services.Cost-containment measures instituted by healthcare providers as a result of regulatory reform or otherwise could result in areduced allocation of capital funds.Such a reduction could have an adverse e

317、ffect on our ability to sell our systems and relatedservices.The new presidential administration is expected to seek additional cost containment measures in the Medicare andMedicaid programs.In addition,some members of Congress have proposed measures intended to accelerate the shift fromtraditional

318、Medicare to Medicare Advantage,or repealing the Affordable Care Act or eliminating some of its consumerprotections.Changes in governmental administration,including changes in agency structures and staffing,such as reduction orelimination of personnel and agencies,may also result in changes to establ

319、ished rulemaking conventions and timelines,including for regularly issued reimbursement rules,among other effects.We cannot predict what effect,if any,such additionalchanges or reforms might have on our business,financial condition and results of operations.As existing regulations mature and become

320、better defined,we anticipate that these regulations will continue to directly affectcertain of our products and services,but we cannot fully predict the effect at this time.We have taken steps to modify ourproducts,services and internal practices as necessary to facilitate our compliance with the re

321、gulations,but there can be noassurance that we will be able to do so in a timely or complete manner.Achieving compliance with these regulations could becostly and distract managements attention and divert other company resources,and any noncompliance by us could result incivil and criminal penalties

322、.The healthcare industry is heavily regulated at the local,state and federal levels.Our failure to comply with regulatoryrequirements could create liability for us,result in adverse publicity and negatively affect our business.The healthcare industry is heavily regulated and is constantly evolving d

323、ue to the changing political,legislative and regulatorylandscapes.In some instances,the impact of these regulations on our business is direct to the extent that we are subject to theselaws and regulations ourselves.However,these regulations also impact our business indirectly as,in a number ofcircum

324、stances,our solutions,devices and services must be capable of being used by our clients in a way that complies withthose laws and regulations,even though we may not be directly regulated by the specific healthcare laws and regulations.Thereis a significant number of wide-ranging regulations,includin

325、g regulations in the areas of healthcare fraud,e-prescribing,claimsprocessing and transmission,medical devices,the security and privacy of patient data,the ARRA meaningful use program,patient access rights and interoperability standards,that may be directly or indirectly applicable to our operations

326、 andrelationships or the business practices of our clients.Specific areas that are subject to increased regulation include,but are notlimited to,the following:Healthcare Fraud.Federal and state governments continue to enhance regulation of and increase their scrutiny over practicespotentially involv

327、ing healthcare fraud,waste and abuse by healthcare providers whose services are reimbursed by Medicare,Medicaid and other government healthcare programs.Our healthcare provider clients are subject to laws and regulationsregarding fraud and abuse that,among other things,prohibit the direct or indirec

328、t payment or receipt of any remuneration forpatient referrals,or arranging for or recommending referrals or other business paid for in whole or in part by these federal orstate healthcare programs.Federal enforcement personnel have substantial funding,powers and remedies to pursue suspected orpercei

329、ved fraud and abuse.The effect of this government regulation on our clients is difficult to predict.Many of theregulations applicable to our clients and that may be applicable to us,including those relating to marketing incentives offered inconnection with medical device sales may be interpreted or

330、applied by a prosecutorial,regulatory or judicial authority in amanner that could broaden their applicability to us or require our clients to make changes in their operations or the way inwhich they deal with us.If such laws and regulations are determined to be applicable to us and if we fail to com

331、ply with anyapplicable laws and regulations,we could be subject to civil and criminal penalties,sanctions or other liabilities,includingexclusion from government healthcare programs,which could have a material adverse effect on our business,results ofoperations and financial condition.Even an unsucc

332、essful challenge by a regulatory or prosecutorial authority of our activitiescould result in adverse publicity,could require a costly response from us and could adversely affect our business,results ofoperations and financial condition.22E-Prescribing.The use of our solutions by physicians for elect

333、ronic prescribing and electronic routing of prescriptions via theSurescripts network to pharmacies is governed by federal and state laws.States have differing regulations that govern theelectronic transmission of certain prescriptions and prescription requirements.Standards adopted by the National Council forPrescription Drug Programs and regulations adopted by the CMS related to EPrescribing and