CPSI Enters Material Definitive Agreement on Jan 16

TL;DR

**CPSI just signed a big deal, could be a game-changer.**

AI Summary

COMPUTER PROGRAMS AND SYSTEMS, INC. (CPSI) filed an 8-K on January 17, 2024, reporting an "Entry into a Material Definitive Agreement" on January 16, 2024. This filing indicates that CPSI has entered into a significant new contract or partnership, which could impact its future revenue and strategic direction. For investors, this matters because material agreements often signal growth opportunities or changes in business operations that can affect stock performance.

Why It Matters

This filing signals a potentially significant business development for CPSI, which could lead to new revenue streams or strategic shifts, directly influencing the company's financial outlook and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its financial impact and potential risks or benefits.

Analyst Insight

A smart investor would monitor for subsequent filings or press releases from CPSI to understand the specifics and financial implications of this material definitive agreement before making any investment decisions.

Key Players & Entities

• COMPUTER PROGRAMS AND SYSTEMS, INC. (company) — the registrant filing the 8-K
• CPSI (company) — the trading symbol for COMPUTER PROGRAMS AND SYSTEMS, INC.
• January 16, 2024 (date) — the date of the earliest event reported
• January 17, 2024 (date) — the filing date of the 8-K
• The NASDAQ Stock Market LLC (company) — the exchange where CPSI Common Stock is registered

Forward-Looking Statements

• CPSI's stock price will experience increased volatility as investors await further details on the material definitive agreement. (CPSI) — medium confidence, target: 2024-02-17
• CPSI will release additional information or a press release detailing the specifics of the material definitive agreement. (CPSI) — high confidence, target: 2024-03-17

FAQ

Key Financial Figures

• $25 million — urchase price (the "Purchase Price") of $25 million (the "Base Cash Consideration"), subjec
• $3.75 million — ase Agreement, a total of approximately $3.75 million was withheld from the Base Cash Conside
• $2.5 million — ccounts with an escrow agent, including $2.5 million as a general indemnity escrow and $1 mi
• $1 million — llion as a general indemnity escrow and $1 million as a special indemnity escrow. Based up
• $21.41 million — uyer paid a net amount of approximately $21.41 million to Healthland at the closing. The Purch
• $7,000,000 — ing Date will not exceed the greater of $7,000,000 and 10% of Consolidated EBITDA; (ii) an
• $1,250,000 — 3, in an aggregate amount not to exceed $1,250,000. Additionally, the Third Amendment (y)

Filing Documents

• d611562d8k.htm (8-K) — 35KB
• d611562dex21.htm (EX-2.1) — 480KB
• d611562dex101.htm (EX-10.1) — 50KB
• d611562dex991.htm (EX-99.1) — 9KB
• g611562g86g57.jpg (GRAPHIC) — 11KB
• 0001193125-24-008957.txt ( ) — 834KB
• cpsi-20240116.xsd (EX-101.SCH) — 3KB
• cpsi-20240116_lab.xml (EX-101.LAB) — 17KB
• cpsi-20240116_pre.xml (EX-101.PRE) — 11KB
• d611562d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement – Sale of American HealthTech, Inc. On January 16, 2024, Computer Programs and Systems, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement"), by and among the Company, PointClickCare Technologies USA Corp., a Delaware corporation ("Buyer"), Healthland Inc., a Minnesota corporation and an indirect, wholly-owned subsidiary of the Company ("Healthland" and, together with the Company, the "Seller Parties") and American HealthTech, Inc., a Mississippi corporation ("American HealthTech"). The Transaction (hereinafter defined) also closed on January 16, 2024. Under the Purchase Agreement, Buyer purchased from Healthland all of the issued and outstanding capital stock of American HealthTech (the "Transaction"), with American HealthTech becoming a wholly-owned subsidiary of Buyer. The Purchase Agreement provides for an aggregate purchase price (the "Purchase Price") of $25 million (the "Base Cash Consideration"), subject to adjustments based on working capital, cash, indebtedness and transaction expenses of American HealthTech. Additionally, pursuant to the Purchase Agreement, a total of approximately $3.75 million was withheld from the Base Cash Consideration at the closing and deposited by Buyer into various escrow accounts with an escrow agent, including $2.5 million as a general indemnity escrow and $1 million as a special indemnity escrow. Based upon the adjustments and the various escrow holdbacks, Buyer paid a net amount of approximately $21.41 million to Healthland at the closing. The Purchase Price is subject to a post-closing true-up. In connection with the closing of the Transaction, Buyer has provided offers of employment to certain key employees of the Company that primarily supported American HealthTech's business. The Purchase Agreement contains customary representations, warranties and covenants. The representations and warranties made by

01

Item 7.01. Regulation FD Disclosure. On January 17, 2024, the Company issued a press release announcing the execution of the Purchase Agreement and the closing of the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 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 filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit Number Description 2.1 Stock Purchase Agreement, dated as of January 16, 2024, by and among Computer Programs and Systems, Inc., PointClickCare Technologies USA Corp., Healthland Inc., and American HealthTech, Inc.* 10.1 Third Amendment, dated as of January 12, 2024, to the Amended and Restated Credit Agreement, dated as of June 16, 2020, by and among Computer Programs and Systems, Inc., certain of its subsidiaries, as guarantors, certain lenders named therein, and Regions Bank, as administrative agent and collateral agent. 99.1 Press Release dated January 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally copies of any of the omitted documents to the SEC upon its request. 3

SIGNATURES

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. COMPUTER PROGRAMS AND SYSTEMS, INC. Date: January 17, 2024 By: /s/ Christopher L. Fowler Christopher L. Fowler President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR