8-K
TruBridge, Inc. (TBRG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 31, 2026
TRUBRIDGE, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41992 | 74-3032373 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File<br><br> <br>Number) | (IRS Employer<br><br> <br>Identification No.) |
| 54 St. Emanuel Street,<br><br> <br>Mobile, Alabama<br><br> <br>(Address of Principal Executive Offices) | 36602<br><br> <br>(Zip Code) | |
| (251) 639-8100<br><br> <br>(Registrant’s telephone number, including area code) | ||
| N/A<br><br> <br>(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | TBRG | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On March 31, 2026, TruBridge, Inc. issued a press release announcing financial information for the fourth quarter and year ended December 31, 2025. The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| ExhibitNumber | Exhibit |
| --- | --- |
| 99.1 | Press Release dated March 31, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRUBRIDGE, INC. | |
|---|---|
| By: | /s/ Vinay Bassi<br><br> <br>Vinay Bassi |
| Chief Financial Officer and Treasurer |
Dated: March 31, 2026
ex_939684.htm
Exhibit 99.1
TRUBRIDGE ANNOUNCES FOURTH QUARTER AND FULL YEAR 2025 RESULTS
MOBILE, ALA. **** (March 31, 2026) – TruBridge, Inc. (NASDAQ: TBRG) (“TruBridge”), a leading provider of healthcare technology solutions for rural and community hospitals, today announced financial results for the fourth quarter and year ended December 31, 2025.
Fourth Quarter Financial 2025 Highlights
All comparisons are to the quarter ended December 31, 2024, unless otherwise noted.
| ● | Total bookings of $19.8 million compared to $14.3 million |
|---|---|
| ● | Total revenue of $87.2 million compared to $88.1 million |
| --- | --- |
| o | Recurring revenue represented 94% of total revenue |
| --- | --- |
| ● | Financial Health revenue of $56.2 million compared to $55.0 million |
| --- | --- |
| o | Financial Health revenue represented 65% of total revenue |
| --- | --- |
| ● | GAAP net loss of $5.5 million compared to net loss of $5.1 million |
| --- | --- |
| ● | Non-GAAP net income of $11.4 million compared to $1.1 million |
| --- | --- |
| ● | Adjusted EBITDA of $19.2 million compared to $17.9 million |
| --- | --- |
Full Year 2025 Financial Highlights
All comparisons are to the year ended December 31, 2024, unless otherwise noted.
| ● | Total bookings of $82.9 million compared to $82.1 million |
|---|---|
| ● | Total revenue of $346.8 million compared to $342.2 million |
| --- | --- |
| o | Recurring revenue represented 94% of total revenue |
| --- | --- |
| ● | Financial Health revenue of $221.7 million compared to $217.4 million |
| --- | --- |
| o | Financial Health revenue represented 64% of total revenue |
| --- | --- |
| ● | GAAP net income of $4.4 million compared to net loss of $20.9 million |
| --- | --- |
| ● | Non-GAAP net income of $38.5 compared to $4.6 million |
| --- | --- |
| ● | Adjusted EBITDA of $68.7 million compared to $55.9 million |
| --- | --- |
Commenting on the results, Chris Fowler, chief executive officer of TruBridge, stated, “Throughout 2025, we continued to improve the quality of our earnings and strengthen our operational foundation through cost management and execution of our offshoring strategy, resulting in ongoing margin enhancement. The organizational changes we have undertaken have positioned us to drive improved customer satisfaction and results for shareholders.
“As we look to 2026, we remain focused on the fundamentals while strategically pursuing a targeted AI initiative across the organization to enhance our offerings, modernize our technology infrastructure, and deliver an improved customer experience. We're making steady progress on our operational priorities and remain committed to continuous improvement,” concluded Fowler.
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
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March 31, 2026
We have been engaged in a strategic review process over the past several months with the assistance of outside financial and legal advisors, and we have considered a wide range of alternatives to maximize shareholder value, including, but not limited to, the sale of all or part of the Company or its assets, a joint venture or other business combination, share repurchases and organic growth investments. There can be no assurance that any transaction will be entered into or consummated in connection with these discussions or the strategic review process. We do not intend to make further announcements or provide more detailed commentary regarding the review process unless and until our Board of Directors approves a specific transaction, investment or strategy or otherwise determines that further disclosure is legally required or appropriate.
Revision of Previously Issued Financial Statements
During the preparation of the financial statements for the fiscal year ended December 31, 2025, the Company’s management identified immaterial misstatements affecting its previously issued consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023, and the condensed consolidated financial statements for the quarters ended March 31, June 30, and September 30, 2025. These misstatements were related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, filed within the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, in order to recognize such revenues and costs in the appropriate fiscal year.
The Company assessed the materiality of these errors on the prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 (Topic 1M), “Materiality” and SAB No. 108 (Topic 1N), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.” In its assessment, the Company concluded based on quantitative and qualitative analysis that these errors were not material to the Company’s consolidated financial statements for the 2025, 2024, and 2023 fiscal years or any interim periods therein.
Conference Call
TruBridge will hold a conference call and live webcast to discuss fourth quarter and full year 2025 results on Tuesday, March 31, 2026, at 3:30 p.m. Central time/4:30 p.m. Eastern time. To access this interactive teleconference, dial (877) 407-0890 and request connection to the TruBridge earnings conference call. A 30-day online replay will be available approximately one hour following the conclusion of the live webcast. To listen to the live webcast or access the replay, visit the Company’s investor relations website, investors.trubridge.com.
About TruBridge
TruBridge proudly supports rural and community hospitals and providers in their efforts to stay strong, independent, and deeply rooted in the communities they serve. Backed by more than 45 years of healthcare experience and trusted by over 1,500 clients nationwide, TruBridge offers a mix of technology, services, and strategic expertise — including revenue cycle management (RCM), electronic health records (EHR) and analytics — all designed singularly for the realities of rural and community healthcare. With a steadfast commitment to keeping care local, TruBridge helps hospitals flourish as the economic heart of their communities, delivering high-quality, personal care close to home. For more information, visit www.trubridge.com.
Investor Relations Contact
Asher Dewhurst, ICR Healthcare
TBRGIR@icrhealthcare.com
Media Contact
Jamie Gier, TruBridge
media@trubridge.com
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
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March 31, 2026
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified generally by the use of forward-looking terminology and words such as “expects,” “anticipates,” “estimates,” “believes,” “predicts,” “intends,” “plans,” “potential,” “may,” “continue,” “should,” “will” and words of comparable meaning. Without limiting the generality of the preceding statement, all statements in this press release relating to the Company’s future financial and operational results, are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-looking statements. Such factors may include: saturation of our target market and hospital consolidations; unfavorable economic or market conditions that may cause a decline in spending for information technology and services; significant legislative and regulatory uncertainty in the healthcare industry; exposure to liability for failure to comply with regulatory requirements; transition to a subscription based recurring revenue model and modernization of our technology; competition with companies that have greater financial, technical and marketing resources than we have; potential future acquisitions that may be expensive, time consuming, and subject to other inherent risks; our ability to attract and retain qualified personnel in a global workforce; disruption from periodic restructuring of our sales force; slower than anticipated development of the market for Financial Health services; potential inability to properly manage growth in new markets we may enter; potential failure to effectively implement a new enterprise resource planning software solution; exposure to numerous and often conflicting laws, regulations, policies, standards or other requirements through our domestic and international business activities; potential litigation against us and investigations; our use of offshore third-party resources; competitive and litigation risk related to the use of artificial intelligence; potential inability to identify and implement any strategic alternatives in a timely manner or at all; potential failure to develop new products or enhance current products that keep pace with market demands; failure of our products to provide accurate and timely information for clinical decision-making; breaches of security and viruses in our systems resulting in customer claims against us and harm to our reputation; failure to maintain customer satisfaction through new product releases free of undetected errors or problems; failure to convince customers to migrate to current or future releases of our products; failure to maintain our margins and service rates; increase in the percentage of total revenues represented by service revenues, which have lower gross margins; exposure to liability in the event we provide inaccurate claims data to payors; exposure to liability claims arising out of the licensing of our software and provision of services; dependence on licenses of rights, products and services from third parties; failure to protect our intellectual property rights; exposure to significant license fees or damages for intellectual property infringement; interruptions in our power supply and/or telecommunications capabilities; potential inability to secure additional financing on favorable terms to meet our future capital needs; our substantial indebtedness, and our ability to incur additional indebtedness in the future; pressures on cash flow to service our outstanding debt; restrictive terms of our credit agreement on our current and future operations; changes in and interpretations of financial accounting matters that govern the measurement of our performance; significant charges to earnings if our goodwill or intangible assets become impaired; fluctuations in quarterly financial performance due to various factors; volatility in our stock price; failure to maintain effective internal control over financial reporting; inherent limitations in our internal control over financial reporting; vulnerability to significant damage from natural disasters; market risks related to interest rate changes; potential material adverse effects due to macroeconomic conditions; we do not anticipate paying dividends on our common stock; actions of activist stockholders against us; and other risk factors described from time to time in our public releases and reports filed with the Securities and Exchange Commission. We also caution investors that the forward-looking information described herein represents our outlook only as of this date, and we undertake no obligation to update or revise any forward-looking statements to reflect events or developments after the date of this press release.
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
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March 31, 2026
| TruBridge, Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Operations | ||||||||||||
| (In '000s, except per share data) | ||||||||||||
| (Unaudited) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
| 2025 | 2024* | 2025 | 2024* | |||||||||
| Revenues | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Financial Health | $ | 56,239 | $ | 54,976 | $ | 221,657 | $ | 217,366 | ||||
| Patient Care | 30,953 | 33,143 | 125,179 | 124,839 | ||||||||
| Total revenues | **** | 87,192 | **** | 88,119 | **** | 346,836 | **** | 342,205 | ||||
| Expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Costs of revenue (exclusive of amortization and depreciation) | ||||||||||||
| Financial Health | 28,069 | 27,802 | 113,891 | 116,738 | ||||||||
| Patient Care | 12,706 | 13,355 | 49,083 | 52,182 | ||||||||
| Total costs of revenue (exclusive of amortization and depreciation) | 40,775 | 41,157 | 162,974 | 168,920 | ||||||||
| Product development | 8,027 | 8,075 | 32,557 | 35,449 | ||||||||
| Sales and marketing | 4,386 | 6,420 | 23,509 | 25,907 | ||||||||
| General and administrative | 23,719 | 19,341 | 80,687 | 76,992 | ||||||||
| Amortization | 6,284 | 6,368 | 25,185 | 27,220 | ||||||||
| Depreciation | 246 | 266 | 1,092 | 1,346 | ||||||||
| Total expenses | **** | 83,437 | **** | 81,627 | **** | 326,004 | **** | 335,834 | ||||
| Operating income | **** | 3,755 | **** | 6,492 | **** | 20,832 | **** | 6,371 | ||||
| Other (expense) income : | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest expense | (2,866 | ) | (3,820 | ) | (12,316 | ) | (16,169 | ) | ||||
| Other income (expense) | (5,213 | ) | (1,809 | ) | (4,647 | ) | (670 | ) | ||||
| Total other expense | **** | (8,079 | ) | **** | (5,629 | ) | **** | (16,963 | ) | **** | (16,839 | ) |
| Income (loss) before taxes | **** | (4,324 | ) | **** | 863 | **** | 3,869 | **** | (10,468 | ) | ||
| (Benefit from) provision for income taxes | **** | 1,185 | **** | 5,952 | **** | (485 | ) | **** | 10,477 | |||
| Net income (loss) | $ | (5,509 | ) | $ | (5,089 | ) | $ | 4,354 | $ | (20,945 | ) | |
| Net income (loss) per common share—basic | $ | (0.37 | ) | $ | (0.34 | ) | $ | 0.29 | $ | (1.41 | ) | |
| Net income (loss) per common share—diluted | $ | (0.37 | ) | $ | (0.34 | ) | $ | 0.29 | $ | (1.41 | ) | |
| Weighted average shares outstanding used in per common share computations: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic | 14,531 | 14,330 | 14,488 | 14,300 | ||||||||
| Diluted | 14,531 | 14,330 | 14,488 | 14,300 |
*As described above, certain line items have been revised to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the three months and twelve months ended December 31, 2024, in order to recognize such revenues and costs in the appropriate fiscal period.
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
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March 31, 2026
| TruBridge, Inc. | |||||
|---|---|---|---|---|---|
| Condensed Consolidated Balance Sheets | |||||
| (In '000s, except per share data) | |||||
| December 31,<br><br> <br>2024* | |||||
| --- | --- | --- | --- | --- | --- |
| Assets | **** | **** | **** | **** | **** |
| Current assets | |||||
| Cash and cash equivalents | 24,850 | $ | 12,324 | ||
| Accounts receivable, net of allowance for expected credit losses of 6,003 and 5,861 | 54,970 | 52,952 | |||
| Current portion of financing receivables, net of allowance for expected credit losses of 606 and 417 | 2,437 | 4,663 | |||
| Inventories | 623 | 767 | |||
| Prepaid income taxes | 7,240 | 2,991 | |||
| Prepaid expenses and other current assets | 14,078 | 19,386 | |||
| Assets held for sale | 445 | 606 | |||
| Total current assets | 104,643 | 93,689 | |||
| Property & equipment, net | 2,476 | 2,294 | |||
| Software development costs, net | 42,262 | 39,451 | |||
| Operating lease right-of-use assets | 2,010 | 3,092 | |||
| Financing receivables, less current portion, less allowance for expected credit losses of 256 and 21 | 494 | 232 | |||
| Other assets, less current portion | 13,553 | 7,786 | |||
| Intangible assets, net | 64,517 | 76,707 | |||
| Goodwill | 172,573 | 172,573 | |||
| Total assets | 402,528 | $ | 395,824 | ||
| Liabilities & Stockholders' Equity | **** | **** | **** | **** | **** |
| Current liabilities | |||||
| Accounts payable | 19,554 | $ | 15,040 | ||
| Current portion of long-term debt | 3,384 | 2,980 | |||
| Current portion of deferred revenue | 9,210 | 13,678 | |||
| Accrued vacation | 4,882 | 4,770 | |||
| Income taxes payable | 235 | 3,538 | |||
| Other accrued liabilities | 20,694 | 15,994 | |||
| Total current liabilities | 57,959 | 56,000 | |||
| Long-term debt, less current portion | 161,241 | 168,598 | |||
| Operating lease liabilities, less current portion | 1,346 | 2,293 | |||
| Other long-term liabilities | 1,438 | - | |||
| Deferred tax liabilities, net | 2,583 | 1,863 | |||
| Total liabilities | 224,567 | 228,754 | |||
| Stockholders' Equity | |||||
| Common stock, 0.001 par value; 30,000 shares authorized; 15,677 and 15,522 shares issued | 15 | 15 | |||
| Additional paid-in capital | 209,727 | 201,066 | |||
| Accumulated deficit | (12,223 | ) | (16,577 | ) | |
| Accumulated other comprehensive (loss) income | (133 | ) | 45 | ||
| Treasury stock, 689 and 619 shares | (19,425 | ) | (17,479 | ) | |
| Total stockholders' equity | 177,961 | 167,070 | |||
| Total liabilities and stockholders' equity | 402,528 | $ | 395,824 |
All values are in US Dollars.
*As described above, certain line items have been revised to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the three months and twelve months ended December 31, 2024, in order to recognize such revenues and costs in the appropriate fiscal period.
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
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March 31, 2026
| TruBridge, Inc. | ||||||
|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Cash Flows | ||||||
| (In '000s) | ||||||
| Twelve Months Ended December 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024* | |||||
| Operating activities: | **** | **** | **** | **** | **** | **** |
| Net income (loss) | $ | 4,354 | $ | (20,945 | ) | |
| Adjustments to net income (loss): | ||||||
| Provision for credit losses | 3,002 | 3,669 | ||||
| Deferred taxes | 716 | 2,205 | ||||
| Stock-based compensation | 8,661 | 5,520 | ||||
| Depreciation | 1,092 | 1,346 | ||||
| Gain on sale of business | (53 | ) | (1,529 | ) | ||
| Amortization of acquisition-related intangibles | 12,190 | 12,505 | ||||
| Amortization of software development costs | 12,995 | 14,715 | ||||
| Amortization of deferred finance costs | 512 | 504 | ||||
| Change in fair value of contingent consideration | 5,000 | (1,044 | ) | |||
| Loss on extinguishment of debt | 304 | - | ||||
| Non-cash operating lease costs | 1,106 | 2,273 | ||||
| (Gain) loss on disposal of property and equipment | (120 | ) | 3,895 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (4,758 | ) | 895 | |||
| Financing receivables | 1,701 | (68 | ) | |||
| Inventories | 144 | (292 | ) | |||
| Prepaid expenses and other assets | (2,956 | ) | 2,475 | |||
| Accounts payable | 4,965 | 3,734 | ||||
| Deferred revenue | (3,490 | ) | 2,557 | |||
| Operating lease liabilities | (1,143 | ) | (1,842 | ) | ||
| Other liabilities | (167 | ) | (2,411 | ) | ||
| Income taxes, net | (7,089 | ) | 2,979 | |||
| Net cash provided by operating activities | 36,966 | 31,141 | ||||
| Investing activities: | **** | **** | **** | **** | **** | **** |
| Purchase of business, net of cash acquired | - | (664 | ) | |||
| Sale of business, net of cash and cash equivalent sold | 2,102 | 21,410 | ||||
| Proceeds from sale of property and equipment | 300 | 2,475 | ||||
| Investment in software development | (15,806 | ) | (16,463 | ) | ||
| Purchases of property and equipment | (1,321 | ) | (1,643 | ) | ||
| Net cash (used in) provided by investing activities | (14,725 | ) | 5,115 | |||
| Financing activities: | **** | **** | **** | **** | **** | **** |
| Proceeds from long-term debt | 70,000 | - | ||||
| Payments of long-term debt principal | (57,250 | ) | (7,500 | ) | ||
| Proceeds from revolving line of credit | 112,868 | 29,497 | ||||
| Payments of revolving line of credit | (131,784 | ) | (48,803 | ) | ||
| Debt issuance cost | (1,603 | ) | (529 | ) | ||
| Treasury stock purchases | (1,946 | ) | (404 | ) | ||
| Net cash used in financing activities | (9,715 | ) | (27,739 | ) | ||
| Increase in cash and cash equivalents | 12,526 | 8,517 | ||||
| Change in cash and cash equivalents included in assets sold | - | (41 | ) | |||
| Cash and cash equivalents, beginning of period | 12,324 | 3,848 | ||||
| Cash and cash equivalents, end of period | $ | 24,850 | $ | 12,324 |
*As described above, certain line items have been revised to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the three months and twelve months ended December 31, 2024, in order to recognize such revenues and costs in the appropriate fiscal period.
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
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March 31, 2026
| TruBridge, Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated Bookings | ||||||||
| (In '000s) | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| In '000s | 2025 | 2024 | 2025 | 2024 | ||||
| Financial Health^(1)^ | $ | 11,735 | $ | 8,515 | $ | 47,727 | $ | 48,860 |
| Patient Care^(2)^ | 8,096 | 5,750 | 35,201 | 33,214 | ||||
| Total Bookings | $ | 19,831 | $ | 14,265 | $ | 82,928 | $ | 82,074 |
| ^(1)^ | Generally calculated as the annual contract value | |||||||
| --- | --- | |||||||
| ^(2)^ | Generally calculated as the total contract value for system sales and SaaS, and annual contract value for maintenance and support |
Annual Contract Value
Effective January 2025, the Company began providing bookings on an Annual Contract Value (“ACV”) basis in addition to the reported bookings amounts, which has historically represented a mix of ACV and Total Contract Value (“TCV”) for Patient Care. This new methodology of reporting total bookings at ACV represents the newly contracted revenue that is expected to be recognized over a twelve-month period. Over the course of 2025, the Company has provided total bookings under both methodologies for year over year comparability before fully transitioning to ACV in 2026.
The below table represents bookings at the ACV methodology for the three and twelve months ended December 31, 2025:
| Three Months Ended<br><br> <br>December 31, | Twelve Months Ended<br><br> <br>December 31, | |||
|---|---|---|---|---|
| In '000s | 2025 | 2025 | ||
| Financial Health | $ | 11,735 | $ | 47,727 |
| Patient Care | 7,136 | 23,162 | ||
| Total Bookings (ACV) | $ | 18,871 | $ | 70,889 |
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
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March 31, 2026
| TruBridge, Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Bookings Composition | ||||||||
| (In '000s, except per share data) | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| In '000s | 2025 | 2024 | 2025 | 2024 | ||||
| Financial Health | **** | **** | **** | **** | **** | **** | **** | **** |
| Net new^(1)^ | $ | 2,844 | $ | 2,477 | $ | 16,008 | $ | 24,035 |
| Cross-sell^(1)^ | 8,891 | 6,038 | 31,719 | 24,825 | ||||
| Patient Care | **** | **** | **** | **** | **** | **** | **** | **** |
| Non-subscription sales^(2)^ | 4,199 | 3,461 | 13,472 | 16,001 | ||||
| Subscription revenue^(3)^ | 3,897 | 2,289 | 21,729 | 17,213 | ||||
| Total Bookings | $ | 19,831 | $ | 14,265 | $ | 82,928 | $ | 82,074 |
| ^(1)^ | “Net new” represents bookings from outside the Company’s core client base, and “Cross-sell” represents bookings from existing customers. In each case, such bookings are generally comprised of recurring revenues to be recognized ratably over a one-year period and an average timeframe for bookings-to-revenue conversion of four to six months following contract execution. | |||||||
| --- | --- | |||||||
| ^(2)^ | Represents nonrecurring revenues that generally exhibit a timeframe for bookings-to-revenue conversion of five to six months following contract execution. | |||||||
| ^(3)^ | Represents recurring revenues to be recognized on a monthly basis over a weighted-average contract period of five years, with a start date in the next 12 months and an average timeframe for commencement of bookings-to-revenue conversion of five to six months following contract execution. |
Annual Contract Value
Effective January 2025, the Company began providing bookings on an Annual Contract Value (“ACV”) basis in addition to the reported bookings amounts, which has historically represented a mix of ACV and Total Contract Value (“TCV”) for Patient Care. This new methodology of reporting total bookings at ACV represents the newly contracted revenue that is expected to be recognized over a twelve-month period. Over the course of 2025, the Company has provided total bookings under both methodologies for year over year comparability before fully transitioning to ACV in 2026.
The below table represents bookings at the ACV methodology for the three and twelve months ended December 31, 2025:
| Three Months<br><br> <br>Ended December 31, | Twelve Months<br><br> <br>Ended December 31, | |||
|---|---|---|---|---|
| In '000s | 2025 | 2025 | ||
| Financial Health | **** | **** | **** | **** |
| Net new^(1)^ | $ | 2,844 | $ | 16,008 |
| Cross-sell^(1)^ | 8,891 | 31,719 | ||
| Patient Care | **** | **** | **** | **** |
| Non-subscription sales^(2)^ | 4,199 | 13,473 | ||
| Subscription revenue^(3)^ | 2,937 | 9,689 | ||
| Total Bookings (ACV) | $ | 18,871 | $ | 70,889 |
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
Page 9
March 31, 2026
| TruBridge, Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA - by Segment | ||||||||
| (In '000s) | ||||||||
| (Non-GAAP) | ||||||||
| (Unaudited) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
| In '000s | 2025 | 2024* | 2025 | 2024* | ||||
| Financial Health | $ | 12,233 | 11,365 | $ | 39,978 | $ | 36,845 | |
| Patient Care | 6,969 | 6,578 | 28,691 | 19,054 | ||||
| Total Adjusted EBITDA | $ | 19,202 | 17,943 | $ | 68,669 | $ | 55,899 |
*As described above, certain line items have been revised to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the three months and twelve months ended December 31, 2024, in order to recognize such revenues and costs in the appropriate fiscal period.
| TruBridge, Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Non-GAAP Financial Measures | ||||||||||||
| (In '000s) | ||||||||||||
| (Unaudited) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
| Adjusted EBITDA: | 2025 | 2024* | 2025 | 2024* | ||||||||
| Net income (loss), as reported | $ | (5,509 | ) | $ | (5,089 | ) | $ | 4,354 | $ | (20,945 | ) | |
| Net Income (Loss) Margin | (6.3% | ) | (5.8% | ) | 1.3 | % | (6.1% | ) | ||||
| (Benefit from) provision for income taxes | 1,185 | 5,952 | (485 | ) | 10,477 | |||||||
| Income (loss) before taxes, as reported | **** | (4,324 | ) | **** | 863 | **** | 3,869 | **** | (10,468 | ) | ||
| Depreciation expense | 246 | 266 | 1,092 | 1,346 | ||||||||
| Amortization of software development costs | 3,238 | 3,242 | 12,995 | 14,715 | ||||||||
| Amortization of acquisition-related intangibles | 3,046 | 3,126 | 12,190 | 12,505 | ||||||||
| Stock-based compensation | 3,562 | 1,823 | 8,661 | 5,520 | ||||||||
| Severance and other nonrecurring charges | 5,355 | 2,993 | 12,899 | 15,442 | ||||||||
| Interest expense and other, net | 3,079 | 3,691 | 12,136 | 15,517 | ||||||||
| Change in fair value of contingent consideration | 5,000 | - | 5,000 | (1,044 | ) | |||||||
| (Gain) loss on disposal of property and equipment | - | 2,247 | (120 | ) | 3,895 | |||||||
| Gain on sale of AHT | - | (308 | ) | (53 | ) | (1,529 | ) | |||||
| Total Adjusted EBITDA | $ | 19,202 | $ | 17,943 | $ | 68,669 | $ | 55,899 | ||||
| Adjusted EBITDA Margin | 22.0 | % | 20.4 | % | 19.8 | % | 16.3 | % |
*As described above, certain line items have been revised to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the three months and twelve months ended December 31, 2024, in order to recognize such revenues and costs in the appropriate fiscal period.
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
Page 10
March 31, 2026
| TruBridge, Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Non-GAAP Financial Measures | ||||||||||||
| (In '000s, except per share data) | ||||||||||||
| (Unaudited) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
| Non-GAAP Net Income (Loss) and Non-GAAP EPS: | 2025 | 2024* | 2025 | 2024* | ||||||||
| Net income (loss), as reported | $ | (5,509 | ) | $ | (5,089 | ) | $ | 4,354 | $ | (20,945 | ) | |
| Pre-tax adjustments for Non-GAAP EPS: | ||||||||||||
| Amortization of acquisition-related intangible assets | 3,046 | 3,126 | 12,190 | 12,505 | ||||||||
| Stock-based compensation | 3,562 | 1,823 | 8,661 | 5,520 | ||||||||
| Severance and other nonrecurring charges | 5,355 | 2,993 | 12,899 | 15,442 | ||||||||
| Non-cash interest expense | 3,501 | 184 | 3,111 | 504 | ||||||||
| Gain on sale of AHT | - | (308 | ) | (53 | ) | (1,529 | ) | |||||
| Change in fair value of contingent consideration | 5,000 | - | 5,000 | (1,044 | ) | |||||||
| After-tax adjustments for Non-GAAP EPS: | ||||||||||||
| Tax-effect of pre-tax adjustments, at 21% | (3,549 | ) | (1,642 | ) | (6,961 | ) | (6,594 | ) | ||||
| Tax (windfall) shortfall from stock-based compensation | 10 | 5 | (660 | ) | 772 | |||||||
| Non-GAAP net income | $ | 11,416 | $ | 1,092 | $ | 38,541 | $ | 4,631 | ||||
| Weighted average shares outstanding, diluted | 14,531 | 14,330 | 14,488 | 14,300 | ||||||||
| Non-GAAP EPS | $ | 0.79 | $ | 0.08 | $ | 2.66 | $ | 0.32 |
*As described above, certain line items have been revised to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the three months and twelve months ended December 31, 2024, in order to recognize such revenues and costs in the appropriate fiscal period.
| TruBridge, Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revenue Composition | ||||||||
| (In '000s) | ||||||||
| (Unaudited) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
| 2025 | 2024* | 2025 | 2024* | |||||
| Recurring revenues | **** | **** | **** | **** | **** | **** | **** | **** |
| Financial Health | $ | 55,193 | $ | 53,871 | $ | 217,783 | $ | 212,054 |
| Patient Care | 26,337 | 28,645 | 109,370 | 111,325 | ||||
| Total recurring revenues | 81,530 | 82,516 | 327,153 | 323,379 | ||||
| Non-recurring revenues | **** | **** | **** | **** | **** | **** | **** | **** |
| Financial Health | 1,046 | 1,105 | 3,874 | 5,312 | ||||
| Patient Care | 4,616 | 4,498 | 15,809 | 13,514 | ||||
| Total non-recurring revenues | 5,662 | 5,603 | 19,683 | 18,826 | ||||
| Total revenues | $ | 87,192 | $ | 88,119 | $ | 346,836 | $ | 342,205 |
*As described above, certain line items have been revised to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. As a result, the Company made revisions to its previously issued consolidated financial statements for the three months and twelve months ended December 31, 2024, in order to recognize such revenues and costs in the appropriate fiscal period.
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
Page 11
March 31, 2026
Revision of Previously Issued Financial Statements
As described above, the Company made revisions to its previously issued consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, filed with its Annual Reports on Form 10-K for the years then ended, in order to recognize certain of revenues and costs in the appropriate fiscal year. These revisions were made to correct errors related primarily to the timing of revenue recognition and associated contract costs, and the recognition of capitalized software development costs, as well as other unrelated immaterial misstatements. The revisions to the consolidated financial statements for the three months and twelve months ended December 31, 2024, are disclosed in the tables below.
| TruBridge, Inc. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Impact of Revision | |||||||||
| (Unaudited) | |||||||||
| Three Months Ended December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | |||||||||
| (In thousands, except per share data) | As previously reported | Impact of revision | As adjusted | ||||||
| Condensed Consolidated Statement of Operations | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Revenue: | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Financial Health | $ | 55,053 | $ | (77 | ) | $ | 54,976 | ||
| Patient Care | 33,177 | (34 | ) | 33,143 | |||||
| Total revenue | $ | 88,230 | $ | (111 | ) | $ | 88,119 | ||
| Expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Costs of revenue (exclusive of amortization and depreciation) | |||||||||
| Financial Health | 27,840 | (38 | ) | 27,802 | |||||
| Patient Care | 13,220 | 135 | 13,355 | ||||||
| Total costs of revenue (exclusive of amortization and depreciation) | 41,060 | 97 | 41,157 | ||||||
| Product development | 7,827 | 248 | 8,075 | ||||||
| Sales and marketing | 6,708 | (288 | ) | 6,420 | |||||
| Amortization | 6,470 | (102 | ) | 6,368 | |||||
| Operating income (loss) | 6,558 | (65 | ) | 6,493 | |||||
| Income before taxes | 929 | (66 | ) | 863 | |||||
| Provision for (benefit from) for income taxes | 5,978 | (26 | ) | 5,952 | |||||
| Net loss | (5,049 | ) | (40 | ) | (5,089 | ) | |||
| Net loss per share - basic | $ | (0.34 | ) | $ | - | $ | (0.34 | ) | |
| Net loss per share - diluted | $ | (0.34 | ) | $ | - | $ | (0.34 | ) |
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
Page 12
March 31, 2026
| TruBridge, Inc. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Impact of Revision | |||||||||
| Twelve Months Ended December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | |||||||||
| (In thousands, except per share data) | As previously reported | Impact of revision | As adjusted | ||||||
| Condensed Consolidated Statement of Operations | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Revenue: | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Financial Health | $ | 217,672 | $ | (306 | ) | $ | 217,366 | ||
| Patient Care | 124,974 | (135 | ) | 124,839 | |||||
| Total revenue | $ | 342,646 | $ | (441 | ) | $ | 342,205 | ||
| Expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Costs of revenue (exclusive of amortization and depreciation) | |||||||||
| Financial Health | 116,891 | (153 | ) | 116,738 | |||||
| Patient Care | 51,640 | 542 | 52,182 | ||||||
| Total costs of revenue (exclusive of amortization and depreciation) | 168,531 | 389 | 168,920 | ||||||
| Product development | 34,456 | 993 | 35,449 | ||||||
| Sales and marketing | 27,059 | (1,152 | ) | 25,907 | |||||
| Amortization | 27,627 | (407 | ) | 27,220 | |||||
| Operating income (loss) | 6,635 | (264 | ) | 6,371 | |||||
| Loss before taxes | (10,204 | ) | (264 | ) | (10,468 | ) | |||
| Provision for (benefit from) for income taxes | 10,235 | 242 | 10,477 | ||||||
| Net loss | (20,439 | ) | (506 | ) | (20,945 | ) | |||
| Net loss per share - basic | $ | (1.38 | ) | $ | (0.03 | ) | $ | (1.41 | ) |
| Net loss per share - diluted | $ | (1.38 | ) | $ | (0.03 | ) | $ | (1.41 | ) |
| Consolidated Balance Sheet | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Accounts receivables | $ | 53,753 | $ | (801 | ) | $ | 52,952 | ||
| Prepaid income taxes | 2,886 | 105 | 2,991 | ||||||
| Prepaid expenses and other current assets | 15,275 | 4,111 | 19,386 | ||||||
| Software development costs, net | 41,474 | (2,023 | ) | 39,451 | |||||
| Deferred revenue | 10,653 | 3,025 | 13,678 | ||||||
| Deferred tax liabilities | 1,871 | (8 | ) | 1,863 | |||||
| Retained Earnings | (14,952 | ) | (1,625 | ) | (16,577 | ) | |||
| Consolidated Statement of Equity | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net loss | $ | (20,439 | ) | $ | (506 | ) | $ | (20,945 | ) |
| Retained Earnings | (14,952 | ) | (1,625 | ) | (16,577 | ) | |||
| Consolidated Statement of Cash Flows | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net loss | $ | (20,439 | ) | $ | (506 | ) | $ | (20,945 | ) |
| Deferred taxes | 1,859 | 346 | 2,205 | ||||||
| Amortization of software development costs | 15,122 | (407 | ) | 14,715 | |||||
| Accounts receivable | 94 | 801 | 895 | ||||||
| Prepaid expenses and other assets | 3,576 | (1,101 | ) | 2,475 | |||||
| Deferred revenue | 2,580 | (23 | ) | 2,557 | |||||
| Income taxes, net | 3,083 | (104 | ) | 2,979 | |||||
| Investment in software development | (17,457 | ) | 994 | (16,463 | ) | ||||
| Non-GAAP Measures | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net loss | $ | (20,439 | ) | $ | (506 | ) | $ | (20,945 | ) |
| Provision for (benefit from) for income taxes | 10,235 | 242 | 10,477 | ||||||
| Amortization of software development costs | 15,122 | (407 | ) | 14,715 | |||||
| Total Adjusted EBITDA | 56,570 | (671 | ) | 55,899 |
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
Page 13
March 31, 2026
Explanation of Non-GAAP Financial Measures
We report our financial results in accordance with accounting principles generally accepted in the United States of America, or “GAAP.” However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items, when used as a supplement to financial performance measures that are prepared in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. Management uses these non-GAAP financial measures in order to evaluate the operating performance of the Company and compare it against past periods, make operating decisions, and serve as a basis for strategic planning. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. In addition, management understands that some investors and financial analysts find these non-GAAP financial measures helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors.
We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the first quarter of 2026 or the fiscal year 2026 to net income for such periods, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, which affect net income but not Adjusted EBITDA, without unreasonable effort.
As such, to supplement the GAAP information provided, we present in this press release and during the live webcast discussing our financial results the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP net income, and Non-GAAP earnings per share (“EPS”).
We calculate each of these non-GAAP financial measures as follows:
| ● | Adjusted EBITDA – Adjusted EBITDA consists of GAAP net income as reported and adjusts for (i) the (benefit from) provision for income taxes; (ii) depreciation expense; (iii) amortization of software development costs; (iv) amortization of acquisition-related intangibles; (v) stock-based compensation; (vi) severance and other nonrecurring charges; (vii) interest expense and other income; (viii) change in fair value of contingent consideration; (ix) (gain) loss on disposal of property and equipment; and (x) gain on sale of AHT. |
|---|---|
| ● | Adjusted EBITDA Margin – Adjusted EBITDA Margin is calculated as Adjusted EBITDA, as defined above, divided by total revenue. |
| --- | --- |
| ● | Non-GAAP net income – Non-GAAP net income consists of GAAP net income (loss) as reported and adjusts for (i) amortization of acquisition-related intangible assets; (ii) stock-based compensation; (iii) severance and other nonrecurring charges; (iv) non-cash interest expense; (v) gain on sale of AHT; (vi) change in fair value of contingent consideration, and (vii) the total tax effect of items (i) through (vi). |
| --- | --- |
| ● | Non-GAAP EPS – Non-GAAP EPS consists of Non-GAAP net income, as defined above, divided by weighted average shares outstanding (diluted) in the applicable period. |
| --- | --- |
Certain of the items excluded or adjusted to arrive at these non-GAAP financial measures are described below:
| ● | Amortization of acquisition-related intangibles – Acquisition-related amortization expense is a non-cash expense arising primarily from the acquisition of intangible assets in connection with acquisitions or investments. We exclude acquisition-related amortization expense from non-GAAP financial measures because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Investors should note that the use of these intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation, and the related amortization expense will recur in future periods. |
|---|
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TruBridge Announces Fourth Quarter and Full Year 2025 Results
Page 14
March 31, 2026
| ● | Stock-based compensation – Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards. We exclude stock-based compensation expense from non-GAAP financial measures because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of the timing and valuation of grants of new stock-based awards, including grants in connection with acquisitions. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods, and such expense will recur in future periods. |
|---|---|
| ● | Severance and other nonrecurring charges – Non-recurring charges relate to certain severance and other charges incurred in connection with activities that are considered non-recurring. We exclude non-recurring expenses (primarily related to costs associated with our recent business transformation initiative and transaction-related costs) from non-GAAP financial measures because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods. |
| --- | --- |
| ● | Non-cash Interest expense – Non-cash interest expense includes amortization of deferred debt issuance costs. We exclude non-cash interest expense from non-GAAP financial measures because we believe these non-cash amounts relate to specific transactions and, as such, may not directly correlate to the underlying performance of our business operations. |
| --- | --- |
| ● | Interest expense and other, net – Interest expense and other income represents (i) interest incurred on our term loan and revolving credit facility and (ii) non-cash interest expense. We exclude interest expense from non-GAAP financial measures because we believe these amounts relate to specific transactions and, as such, may not directly correlate to the underlying performance of our business operations. |
| --- | --- |
| ● | (Gain) loss on disposal of property and equipment – Gain on disposal of property and equipment represents the excess of proceeds received over the book value of assets disposed of during the period. We exclude gain on disposal of property and equipment from non-GAAP financial measures because we believe (i) the amount of such gain or loss in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such gain or loss can vary significantly between periods. |
| --- | --- |
| ● | Gain on sale of AHT – Gain on sale of AHT represents the excess of proceeds received over the net assets sold from our sale of AHT, our previously wholly-owned post-acute business, in January 2024. We excluded gain on sale of AHT from non-GAAP financial measures because we believe the amount relates to a specific transaction and, as such, may not directly correlate to the underlying performance of our business operations. |
| --- | --- |
| ● | Change in fair value of contingent consideration: The purchase agreement for our acquisition of Viewgol in 2023 contained contingent consideration, or “earnout,” provisions whereby the previous shareholders of Viewgol would receive additional consideration depending on the achievement of certain performance metrics. After the initial measurement period, U.S. GAAP requires that any adjustments to the estimated fair value of this contingent liability, including upon final determination of amounts due, should be recorded in the relevant period’s earnings. We exclude changes in fair value of contingent consideration from non-GAAP financial measures because we believe (i) the amount of such gains in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such gains can vary significantly between periods. |
| --- | --- |
| ● | Tax (windfall) shortfall from stock-based compensation – ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, became effective for the Company during the third quarter of 2017 and changes the treatment of tax shortfall and excess tax benefits arising from stock based compensation arrangements. Prior to ASU 2016-09, these amounts were recorded as an increase (for excess benefits) or decrease (for shortfalls) to additional paid-in capital. With the adoption of ASU 2016-09, these amounts are now captured in the period’s income tax expense. We exclude this component of income tax expense from non-GAAP financial measures because we believe (i) the amount of such expenses or benefits in any specific period may not directly correlate to the underlying performance of our business operations; and (ii) such expenses or benefits can vary significantly between periods as a result of the valuation of grants of new stock-based awards, the timing of vesting of awards, and periodic movements in the fair value of our common stock. |
| --- | --- |
Management considers these non-GAAP financial measures to be important indicators of our operational strength and performance of our business and a good measure of our historical operating trends, in particular the extent to which ongoing operations impact our overall financial performance. In addition, management may use Adjusted EBITDA, Non-GAAP net income and/or Non-GAAP EPS to measure the achievement of performance objectives under the Company’s stock and cash incentive programs. Note, however, that these non-GAAP financial measures are performance measures only, and they do not provide any measure of cash flow or liquidity. Non-GAAP financial measures are not alternatives for measures of financial performance prepared in accordance with GAAP and may be different from similarly titled non-GAAP measures presented by other companies, limiting their usefulness as comparative measures. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Additionally, there is no certainty that we will not incur expenses in the future that are similar to those excluded in the calculations of the non-GAAP financial measures presented in this press release. Investors and potential investors are encouraged to review the “Unaudited Reconciliation of Non-GAAP Financial Measures” above.
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