Transcript
Genevieve Seney (00:00) hey, Peter, real quick. I can either jump right into this or if you want to. But the one left, I,
Peter Bosworth (00:09) think just because my, it’s if you don’t mind you jumping right into it just because I’m the one who wrote the email and I don’t want to be like on my back foot. Yeah.
Genevieve Seney (00:17) Yeah, absolutely. That happy to do it. Okay? They’re.
Peter Bosworth (00:21) in the waiting room. But what else were you going to say?
Genevieve Seney (00:24) I was just going to say like it, his points because I can just explain this to him now, but like his points, both things are true, it’s just that the total one, 20 percent is tied to contract value. So, yes, you could have consumed all 75 in one year if you had other services to consume. But because it’s tied to dollar amount, not volume amount. Yeah, either way, just wanted to say that, but yeah, I can jump in all.
Peter Bosworth (00:51) Right. I’m gonna let him in perfect.
Genevieve Seney (01:00) Hey, good afternoon, team.
Josh Martin (01:05) Good afternoon. How’s it going? Hey?
Genevieve Seney (01:07) Good. How are you doing? Hey, josh? Hey, Mike. Hey.
Peter Bosworth (01:10) Josh. Hi, Mike doing.
Josh Martin (01:13) Good. Doing good and yourself not.
Genevieve Seney (01:16) Too bad. Feels like a long week already and we’re only.
Josh Martin (01:19) On Tuesday, it’s only Tuesday. It’s only Tuesday and I don’t think Michelle is able to join this. So we should be okay, to get started. Okay? Awesome. Yeah. So, thanks for taking some time on this one. Just wanted to kind of make sure we were on the same page, and Mike and I are kind of connected on this one, right? So, just so you’re aware, I’m part of our procurement team.
Josh Martin (01:45) I typically handle all of like our licensing and software subscription renewals for quad and then quadmed being our wholly owned subsidiary. So I believe this is like our, we’re in like our second year of a four year term, but I believe this is like our second renewal term with medallion, it might be our third but I, I’d have to look back. So we’ve been doing some business for a while, right? So, so, yeah, so, I was kind of thinking about this today and I did send over some thoughts just shortly before the email or before the meeting. So… I do think it’s unfortunately written. I mean, it’s a little bit ambiguous, right? I mean, we worked with Pete. I know, the agreement kind of lays out the language and it makes sense what you’re saying, right? I just to be clear, but then I think like the intent of what we were trying to do maybe got a little bit misconstrued as we were working through that renewal process, right? So like, you know, just to kind of level set like, our intent was peaks and valleys, in the licensing use, right? The state licensing, right? Really not a smooth consistent consumption burn rate, so to speak. So the intent of it was to kind of essentially have a payment plan basically for a set number of licensing across a four year period, right? So, I mean that was kind of the intent of it. And I can see how the contract language is alluding to something different. And I did get kind of some information on the burn rate that we’re seeing, right? So I can see how we’re over, right? Like 1919, right? I can see how we’re over that amount. And then as I was thinking about this a little bit, I mean, if we need to kind of shift up the invoicing schedule, right? Like that is something that we could do, right? But the main concern is right now is our plans haven’t really changed in terms of like where we think we’re going to be and how we’re going to use this, but, you know, open to kind of hearing your thoughts on that. But maybe that is, you know, reading the language. In the contract, it seems to state that if there is a true up, whatever is due with that remaining amount is just kind of like the math is redone. So to speak, right? With what with what’s remaining?
Genevieve Seney (04:06) Yeah, yeah. So I guess totally hear you. I think to take a step back, right? I think obviously we’re kind of saying the same thing somewhat. I think like both statements are true in regards to the contract. So you can push and pull quantities however you’d like the 120 percent is based on the total dollar amount. So even if you did consume all 76 licenses in year one, that is fine if, so long as you’re not over in other services and you’re not over the total contract or annual contract value in any given year. And so that’s kind of why I get, I obviously understand your confusion, but it’s sort of, you know, enforcing the 120 percent in terms of dollar amount, not so much in quantity amount of your skew subscription. And so I think like just to kind of level set there. And then in terms of like the, I guess request to sort of accelerate or speed up, the invoicing, what we would, the other sort of alternative would be to just pay for years three and four. Now, since you’re already over two years worth of value for your contract, right?
Josh Martin (05:15) Right. So, so how, yeah. So I mean, I think, that is reasonable, right? I think like the original under, like as I first got this, right, what I wanted to make sure is that ultimately we’re not being asked to pay more than the total value of that order form, which I don’t think is the case, right? I think what does make sense is for us to, you know, ultimately reevaluate this like, you know, October of next year as we go into year four, right? Because if I think about this, if we consume all 76 of those licenses and we then we’re out, right? Then all we have is access to the platform with I, with the core licensing, right? The dashboards, right? Because that’s a 12 that’s a 48 month, you know, license that’s a very small part of the cost, but we’re not going to obviously have the, any more of those, the state licensing right? That’s really just a ticket, you know, a credit, so to speak, right? It’s a, it’s a use and done type thing, right? So, would… so I mean we can talk about that internally. The only concern I have Michael on that side is that like budget wise, right? Like, okay, we can accept, we can certainly accelerate, the year three or four invoice, right? Like that’s not an issue. Like we can turn a po, you guys can invoice that, but I know we’re already into right? Year four, right? Theoretically of what would be invoiced in the year four? If I’m understanding correctly, because we’re over three years of usage if I’m understanding it correctly, right?
Genevieve Seney (06:42) Yeah. So it would be the 25 700. So it’d be your total for year three and four, right?
Josh Martin (06:48) Right. So, the only concern I would have with that is because this year we would have budgeted to pay. Obviously the 12 call it the just under 13 grand in calendar year 26. And then the final part in 20 27, could, would we be able to split those payments, where we like have part of it due this year and still part of it due next year. But just earlier. So like let’s say that like half of that remaining is invoiced immediately and then the other half is invoiced like Jan one or something like that?
Genevieve Seney (07:21) So, because again, since you’re over the 120 percent, which is the 14,004 eight eight sort of like the alternative would be obviously paying that, you know, invoice, that today and then have your remaining schedule as is or we just true up the entire contract for years three and four.
Josh Martin (07:40) The 14 four eight eight. So that then what you’re saying is if that was, if that was invoiced right away, then the remaining would be, what about 11,000 dollars that would be invoiced?
Genevieve Seney (07:51) Your schedule? Yeah, whatever is left remaining scheduled?
Josh Martin (07:54) And when would that, when would that be invoiced? That?
Genevieve Seney (07:57) Would remain on the same schedule you are today. So you have, I think annual payment terms.
Josh Martin (08:02) Right, right. So that wouldn’t be until October of 27.
Genevieve Seney (08:09) I’d have to, I can check.
Josh Martin (08:13) Yeah, because that would be when we would go into theoretically year four of four, right? So, I think like if we were invoiced a little bit more like the 14 like the actual overage now right up front, I don’t think that’s not materially much different than what we would have budgeted to pay in this calendar year. But then if that means that the remaining 11 either comes due in October of 20 27 or… something else, I guess is my question? Like if we consume all 76 by February of 27, does that, you know what I mean is that when it gets invoiced, but I think that would probably be better yeah.
Genevieve Seney (08:53) And I think like also obviously just to clarify as well, like if you went into the platform today, obviously, this, I mean kind of what happened and went over like 75. It would pretty much be the same discussion, right? Of we need to kind of renegotiate and understand your volumes, where we are today. Typically what we do. And this is kind of the initial conversation we had with the team is take a look at what you’re looking at in terms of volumes over the X amount of time of your contract. Because the other piece of this too, right? Is that you are still like to your point, you’re still consuming the core seats and anything else. I think you just have core not ongoing monitoring. Yeah. So just your core seats which is that sort of average monthly spend month over month for the remaining of the contract. So it’s you know, obviously typically at this stage we start to renegotiate how much you need in terms of licensure or any other product line you have. So it’s not that we’re forcing you into more today. It’s just.
Josh Martin (09:51) That, for sure. Yeah, like it makes, it definitely makes total sense. And I think our approach is more like pretty much when we run out then we’re going to determine if we need to, if we need to do it then and add more and basically like keep continue or do something different, I guess is because I think that what we’re seeing now the usage that has been consumed much quicker than what we anticipated. We don’t expect that to continue at that burn rate. So it doesn’t mean that we’re going to have it, doesn’t mean that we’re not going to use 76 until October 20 third of 20 28. It doesn’t mean that, but it does mean that like 37 38 a year is not an accurate like forecast. So I just think that right now we’re probably in a little bit of like a trying to figure out what, you know, what we’re going to be using. So that’s just why we probably wouldn’t be comfortable yet to like redo any kind of like forecast based on, you know, what we could think is a little bit of a exasperated… you know, use care usage so to speak. So, I think, we could get behind just if we are to invoice, the, that 14,000. And, if you have that, in the schedule or whatever if it says, okay, this amount is going to be invoiced. Now, we are going to have to prepare a po and we’d have to do that. And then the other amount would be invoiced. If if you’re able to tell me what that date is just to make sure that, those two amounts add up to the remaining. And then we’re on the same page, then I mean, I think that’s okay.
Genevieve Seney (11:21) Yeah, yeah. Absolutely. Let us just sort of get that in writing over to you what it would look like. We’ll probably just update the link that you have today, the addendum with that in the actual order form as well. So you have it.
Josh Martin (11:32) Yeah. So, our signature process, is a little bit, it’s a little bit tight. So what I mean by that is like normally, what happens is any subscription or any order forms or any document that needs to be signed would come to me first. And then I would review it and then I would send it over to our legal rep, John heineman, who then sends it to our president. Can I just get like, is there any way for you to download it? Send me the PDF? And then I, you know, we’ll review it and then we, if we’re all good, like we can have it signed and returned to you with the purchase order for the amount that’s on there for the initial, just cancel the E sign. I think there’s one with John now because our president, Catherine kept getting reminded and we didn’t want to bug her with that. So if that can be canceled and then just the updated PDF just emailed to me to review. That would be easiest. Yeah.
Genevieve Seney (12:16) Yeah, we can do that for sure. Okay?
Josh Martin (12:20) I don’t know, Mike. I mean, I think that’s kind of what you and I were chatting about a little bit. I mean, it slides up a little bit more dollars than the 12,000 than we would have anticipated. But if that allows us to say, okay, you’re going to pay the 14 now and then the remaining 11 and change or whatever to add up to 25 and whatever it is, right, is going to be sometime next year, then I think that ultimately isn’t that big of a deal.
Michael Korwin (12:44) Makes a ton of sense. Yeah. And I think, right, we like medallion, we like the platform. We like using you all. I think giving us the flexibility and the option to add more licenses as we grow is really great for us too. So, I think, yeah, this captures what we were looking for.
Genevieve Seney (13:04) Awesome. Glad to hear it. Sounds good.
Josh Martin (13:07) Yeah, I’ll just watch for that document and then I should be able to review it. Probably, you know, early tomorrow or depending on when you send it over. And then… and then you said that for that remaining like 11 and change like that’ll have a, that’ll just have a set date or would something trigger that to be invoiced earlier? Like, you know what I mean? Like if we?
Genevieve Seney (13:27) Yeah. So the 11 and change, I think it actually would be October 20 26 because your next annual would be 20 26 would be due then, right?
Josh Martin (13:40) But then that means that then there wouldn’t be an invoice in October of 20 27, right? There would have been under the normal schedule. OK?
Genevieve Seney (13:47) Yeah. So let me just let me confirm because if that’s the case, if again just like go back obviously like the idea is that you don’t submit any other new requests. The platform sort of like just accrues the core pricing over the next X amount of dates. We don’t base our scheduling based on consumption like your invoices are still due when they’re due. However since you only have the 11 K left, we can sort of work with the team to see like what any flexibility we might have. So let me just, yeah, what the?
Josh Martin (14:18) Date? Yeah, I think so our payment terms with medallion just for the regular invoice is not the pass through ones which are totally separate, right? But just the, this are net 45. So theoretically we would pay 45 days from the date that it gets invoice that’s just that’s what we have in our agreement. But if there’s any way to, in that document, just say like the invoice for that, 11 K would come on like Jan one. Just, it would allow the quadmed team to just have, that budget smoothing that they would have probably budgeted for. They probably just have that set at 12 850 or whatever it is per year at our fault. Whatever, right? I’m just kind of saying it how it is, it would just make it a lot easier because we already have. I’m assuming they have 12 850 in their budget this year. So being at 14 for whatever it is isn’t going to isn’t going to shift anything. But then doubling up on that and having 25 this year might just create a little bit of a headache. So, I don’t know if there’s a way just to, you know, have it done that way? So whatever you can do, would be great that.
Genevieve Seney (15:17) Sounds good. Let us let us go update that. We’ll download the document with all the dates and, any changes we can do with the dates and we’ll get that over to you shortly.
Josh Martin (15:29) Cool. Well, perfect. Well, thanks for the time. I appreciate it. And I’m glad we were able to have the conversation. Sorry for all the back and forth. That was just confusion on my part. So, no.
Genevieve Seney (15:39) That’s OK. It’s it’s always better to jump on a call. So I appreciate the time.
Josh Martin (15:44) Awesome. All right. We’ll talk to you soon bye.