UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
| Amendment No. 1 |
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
This Current Report on Form 8-K/A amends the Current Report on Form 8-K of TruBridge, Inc. (the “Company”), originally furnished by the Company to the Securities and Exchange Commission (the “SEC”) on March 10, 2025 (the “Initial 8-K”). The sole purpose for filing this Form 8-K/A is to revise certain information contained in Exhibit 99.1 to the Initial Form 8-K related to the Company’s unaudited consolidated statements of operations, consolidated balance sheets, consolidated statements of cash flows, and non-GAAP financial measures (as defined in the Initial 8-K), as described further below.
The information contained herein is being furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 2.02. | Results of Operations and Financial Condition. |
The Initial Form 8-K included, as Exhibit 99.1, a copy of the press release issued on March 10, 2025 that reported unaudited financial results of the Company for the quarter and year ended December 31, 2024. Subsequent to the issuance of the press release, while conducting final procedures in connection with the preparation of the Company’s audited financial statements for the year ended December 31, 2024, an error was identified related to reversal of revenue from customers that was recognized improperly in the prior year.
The Company assessed the materiality of this error on prior period consolidated financial statements in accordance with the SEC Staff Accounting Bulletin No. 108, “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 this error was not material to the Company’s consolidated financial statements for the 2023 fiscal year or any interim period therein.
Accordingly, the Company made revisions, as disclosed in the tables below, to (i) the unaudited consolidated financial statements and non-GAAP financial measures for the quarter and year ended December 31, 2024, as contained in the Initial 8-K, and (ii) the previously issued consolidated financial statements and non-GAAP financial measures for the quarter and year ended December 31, 2023. These revisions increased revenue for the year ended December 31, 2024 by $3.5 million and decreased revenue for the year ended December 31, 2023 by the same amount. These revisions had no cash flow consequences.
A revised version of the earnings release previously issued on March 10, 2025 is attached hereto as Exhibit 99.1. The following tables summarize the revisions to the GAAP financial measures set forth in the previously issued earnings release (with revisions to the non-GAAP financial measures set forth in Exhibit 99.1 hereto):
TruBridge, Inc.
Impact of Revision
(Unaudited)
| Twelve Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||
| (In thousands, except per share data) | As previously reported |
Impact of revision |
As adjusted |
As previously reported |
Impact of revision |
As adjusted |
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Consolidated Statement of Operations |
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Revenue: |
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Financial Health |
$ | 216,068 | $ | 1,604 | $ | 217,672 | $ | 193,929 | $ | (1,604 | ) | $ | 192,325 | |||||||||||
Patient Care |
123,098 | 1,876 | 124,974 | 145,506 | (1,876 | ) | 143,630 | |||||||||||||||||
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Total revenue |
$ | 339,166 | $ | 3,480 | $ | 342,646 | $ | 339,435 | $ | (3,480 | ) | $ | 335,955 | |||||||||||
Operating loss |
3,155 | 3,480 | 6,635 | (42,604 | ) | (3,480 | ) | (46,084 | ) | |||||||||||||||
Loss before taxes |
(13,684 | ) | 3,480 | (10,204 | ) | (54,380 | ) | (3,480 | ) | (57,860 | ) | |||||||||||||
Provision (benefit) for income taxes |
9,400 | 835 | 10,235 | (8,591 | ) | (835 | ) | (9,426 | ) | |||||||||||||||
Net loss |
(23,084 | ) | 2,645 | (20,439 | ) | (45,789 | ) | (2,645 | ) | (48,434 | ) | |||||||||||||
Net loss per share - basic |
(1.55 | ) | 0.17 | (1.38 | ) | (3.15 | ) | (0.19 | ) | (3.34 | ) | |||||||||||||
Net loss per share - diluted |
(1.55 | ) | 0.17 | (1.38 | ) | (3.15 | ) | (0.19 | ) | (3.34 | ) | |||||||||||||
Consolidated Balance Sheets |
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Accounts receivables |
$ | 53,753 | $ | 3,480 | $ | 57,233 | $ | 59,723 | $ | (3,480 | ) | $ | 56,243 | |||||||||||
Prepaid income taxes |
2,886 | (835 | ) | 2,051 | 1,628 | 835 | 2,463 | |||||||||||||||||
Retained earnings |
(14,952 | ) | 2,645 | (12,307 | ) | 8,132 | (2,645 | ) | 5,487 | |||||||||||||||
Consolidated Statement of Cash Flows |
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Net loss |
$ | (23,084 | ) | $ | 2,645 | $ | (20,439 | ) | $ | (45,789 | ) | $ | (2,645 | ) | $ | (48,434 | ) | |||||||
Accounts receivable |
3,574 | (3,480 | ) | 94 | (11,319 | ) | 3,480 | (7,839 | ) | |||||||||||||||
Income taxes, net |
2,248 | 835 | 3,083 | (927 | ) | (835 | ) | (1,762 | ) | |||||||||||||||
TruBridge, Inc.
Impact of Revision
(Unaudited)
| Three Months Ended December 31, | Three Months Ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||
| (In thousands, except per share data) | As previously reported |
Impact of revision |
As adjusted |
As previously reported |
Impact of revision |
As adjusted |
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Consolidated Statement of Operations |
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Revenue: |
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Financial Health |
$ | 54,652 | $ | 401 | $ | 55,053 | $ | 50,956 | $ | (401 | ) | $ | 50,555 | |||||||||||
Patient Care |
32,708 | 469 | 33,177 | 34,912 | (469 | ) | 34,443 | |||||||||||||||||
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Total revenue |
$ | 87,360 | $ | 870 | $ | 88,230 | $ | 85,868 | $ | (870 | ) | $ | 84,998 | |||||||||||
Operating loss |
5,688 | 870 | 6,558 | (41,781 | ) | (870 | ) | (42,651 | ) | |||||||||||||||
Loss before taxes |
59 | 870 | 929 | (45,721 | ) | (870 | ) | (46,591 | ) | |||||||||||||||
Provision (benefit) for income taxes |
5,769 | 209 | 5,978 | (3,247 | ) | (209 | ) | (3,456 | ) | |||||||||||||||
Net loss |
(5,710 | ) | 661 | (5,049 | ) | (42,474 | ) | (661 | ) | (43,135 | ) | |||||||||||||
Net loss per share - basic |
(0.38 | ) | 0.04 | (0.34 | ) | (2.92 | ) | (0.04 | ) | (2.96 | ) | |||||||||||||
Net loss per share - diluted |
(0.38 | ) | 0.04 | (0.34 | ) | (2.92 | ) | (0.04 | ) | (2.96 | ) | |||||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit Number |
Exhibit | |
| 99.1 | Corrected Press Release of TruBridge, Inc. | |
| 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 | |
| Vinay Bassi | ||
| Chief Financial Officer and Treasurer | ||
Dated: March 17, 2025