8-K
false000112480400011248042022-05-022022-05-02

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 02, 2022

 

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-35547

36-4392754

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

222 Merchandise Mart

 

Chicago, Illinois

 

60654

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 800 334-8534

 

 

(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 $0.01 per share

 

MDRX

 

NASDAQ Global Select Market

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 2.01 Completion of Acquisition or Disposition of Assets.

On May 2, 2022, Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), Allscripts Healthcare, LLC, a North Carolina limited liability company (“Allscripts Healthcare”), Allscripts Software, LLC, a Delaware limited liability company (“Allscripts Software”), PF2 EIS LLC, a Delaware limited liability company (“PF2”), Allscripts IHC, LLC, a Delaware limited liability company (“Allscripts IHC”), and Allscripts Healthcare US, LP, a Delaware limited partnership (together with Allscripts Healthcare, Allscripts Software, PF2 and Allscripts IHC, the “Sellers”), completed the previously-announced divestiture of the net assets of the Sellers’ Hospital and Large Physician Practices business segment (the “Business”) to Altera Digital Health Inc. (formerly known as Harris Dawn Holdings Inc.), a Delaware corporation (“Buyer”), a wholly-owned subsidiary of Constellation Software Inc., an Ontario corporation, pursuant to a Purchase Agreement, dated March 2, 2022 (the “HLPP Divestiture”).

At the closing of the HLPP Divestiture, Buyer acquired substantially all of the assets of the Business for $670 million in cash paid at closing and the opportunity to earn up to an additional $30 million based on the Business’ revenue through calendar year 2023. Certain assets of the Sellers relating to the Business were excluded from the transaction and retained by the Sellers. In addition, Buyer assumed certain liabilities related to the Business under the terms of the Purchase Agreement.

The Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on March 4, 2022 and is incorporated herein by reference.


Item 2.02 Results of Operations and Financial Condition.

On May 5, 2022, the Company issued a press release regarding the Company’s financial results for the three months ended March 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3, 2022, the Board of Directors of the Company (the “Board”) ratified the prior approval by the Compensation Committee (the “Committee”) of the Company’s entry into the Second Amendment (the “Amendment”) to the Employment Agreement between the Company and Paul M. Black, the Company’s Chief Executive Officer, dated December 19, 2012 and amended October 1, 2015 (the “Existing Agreement”). The Amendment provides that, effective as of May 6, 2022 (the “Effective Date”), Mr. Black will no longer serve as Chief Executive Officer and will remain an employee of the Company, serving as Executive Consultant to the Company, through June 30, 2022 (the “Transition Date”). Unless earlier terminated for Cause (as defined in the Existing Agreement), as of the Transition Date, Mr. Black’s employment with the Company will terminate without Cause, and he will be entitled to receive the payments and benefits available to him under the Existing Agreement upon a termination of employment without Cause by the Company. Mr. Black will continue serving on the Board until the Company’s 2022 annual meeting of stockholders, at which he will not stand for re-election. The foregoing summary of the Amendment is qualified in its entirety by the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On May 3, 2022, the Board appointed Richard Poulton, age 56, the Company’s President and Chief Financial Officer, as Chief Executive Officer of the Company, effective as of the Effective Date, at which time he shall cease serving as President and Chief Financial Officer (and principal accounting officer). Mr. Poulton has served concurrently as both the Company’s President and Chief Financial Officer since March 2020. Mr. Poulton served as the Company’s President since October 2015. Furthermore, Mr. Poulton served as the Company’s Chief Financial Officer from October 2012 to March 2016 and as an Executive Vice President from October 2012 to September 2015. From 2006 to 2012, Mr. Poulton served in various positions at AAR Corp. (AIR), a provider of products and services to commercial aviation and the government and defense industries. His most recent role at AAR Corp. was Chief Financial Officer and Treasurer. Mr. Poulton also spent more than ten years at UAL Corporation in a variety of financial and business development roles, including Senior Vice President of Business Development as well as President and Chief Financial Officer of its client-focused Loyalty Services subsidiary.

On May 3, 2022, the Board also appointed Thomas Langan, age 56, as President, effective as of the Effective Date. Mr. Langan is currently the Senior Vice President and General Manager of the Veradigm business unit within the Company, a role which he has held since 2018. Prior to that, Mr. Langan was the Chief Executive Officer of Practice Fusion, a cloud-based EHR provider acquired by the Company in 2018, since 2015. Previously, Mr. Langan held executive positions at Symphony Health Solutions and MediMedia where he managed their life sciences data, analytics and consulting business, market access and multi-channel marketing solutions.


During his career, Mr. Langan has served as Chief Executive Officer, President, Chief Commercial Officer, SVP of Sales and various business development roles working with payers, life sciences organizations, employers and provider organizations. Mr. Langan has more than 25 years of broad-based functional experience in sales, marketing, strategy and P&L management.

On May 3, 2022, the Board also appointed Leah Jones, age 50, as Chief Financial Officer (and principal accounting officer), effective as of the Effective Date. Ms. Jones is currently Senior Vice President and General Manager of the Company’s Ambulatory business unit, a role she has held since January 2020. Prior to that, Ms. Jones led the Company’s Sales Operations as Senior Vice President from March 2016 to December 2019, a role in which she collaborated with clients, partners and internal teams to achieve successful relationships and respective performance goals. Ms. Jones has also served as the Company’s Vice President Finance and Sales Support from January 2011 to March 2016. Previously, Ms. Jones held various leadership roles at Infor Global Solutions, Georgia-Pacific, MedQuist and Radiant Systems. Ms. Jones is a licensed CPA in the state of Georgia. Ms. Jones has worked in the technology industry for more than 20 years, gaining experience in complex and creative negotiations, sales support systems and workflows, technical accounting and team leadership.

None of Mr. Poulton, Mr. Langan or Ms. Jones has any family relationship with the Company’s directors or executive officers or is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between any of them and any other person pursuant to which they were selected as officers of the Company.

In connection with his appointment, Mr. Poulton’s base salary was increased to $800,000 and his annual bonus opportunity was increased to $1,000,000, in each case retroactively effective as of the closing of the HLPP Divestiture. In addition, the salary for Tejal Vakharia, the Company’s Senior Vice President & General Counsel, Marketing & Government Affairs and a named executive officer for fiscal year 2021, was increased to $448,000 and her annual bonus opportunity and annual equity award opportunity were increased to $784,000 and $1,200,000, respectively, in each case retroactively effective as of the closing of the HLPP Divestiture.
 

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial information of the Company giving effect to the HLPP Divestiture is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

 

(d) Exhibits.

 

 

 

 

 

Exhibit Number

 

 

Exhibit Description

 

 

 

 

 

 

10.1

 

 

Second Amendment to the Employment Agreement between Allscripts Healthcare Solutions, Inc. and Paul M. Black, effective as of May 6, 2022

 

 

 

 

 

 

99.1

 

 

Press release issued by Allscripts Healthcare Solutions, Inc. on May 5, 2022

 

 

 

 

 

 

99.2

 

 

Unaudited Pro Forma Consolidated Financial Information of the Company

 

 

 

 

 

 

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 thereunto duly authorized.

 

 

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

 

 

 

 

Date:

May 5, 2022

By:

/s/ Eric Jacobson

 

 

 

Eric Jacobson
Senior Vice President and Corporate Secretary

 


EX-10.1

Exhibit 10.1

SECOND AMENDMENT (“AMENDMENT”) TO THE EMPLOYMENT AGREEMENT

BETWEEN

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

AND

PAUL M. BLACK

WHEREAS, Allscripts Healthcare Solutions, Inc. (the “Company”) and Paul M. Black (“Executive”) previously entered into an Employment Agreement dated December 19, 2012, and an Amendment No. 1 to Employment Agreement dated October 1, 2015 (collectively, the “Agreement”); and

WHEREAS, the Company and Executive previously entered into the Agreement and now mutually wish to amend certain terms contained therein.

NOW THEREFORE, BE IT RESOLVED, that effective as of May 6, 2022 (the “Amendment Effective Date”), the Agreement is amended as follows:

1.
The first sentence of Section 1 of the Agreement is amended to read as follows:

“Company hereby agrees to employ Executive, and Executive hereby accepts employment, (i) as President and Chief Executive Officer of the Company from December 19, 2012 through May 5, 2022 and (ii) as Executive Consultant to the Company commencing on May 6, 2022, in each case pursuant to the terms of this Agreement.”

2.
Section 2 of the Agreement is amended to read as follows:

“The term of Executive’s employment by Company under this Agreement (the “Employment Period”) shall commence on the 19th day of December 2012 (the “Effective Date”) and shall continue in effect through June 30, 2022 (the date of termination being the “Termination Date”), unless earlier terminated for Cause as provided herein. This Agreement shall not renew thereafter. Such non-renewal shall be treated as a termination of Executive’s employment without Cause by Company and shall determine the payments and benefits available to Executive (e.g., Executive shall be entitled to the severance benefits set forth in Section 4.5.1 commencing on the Termination Date).”

For the avoidance of doubt, the definition of “Termination Date” above shall supersede the definition of “Termination Date” in Section 4 of the Agreement.

3.
During the Employment Period, Executive will continue to receive health insurance and other employee benefits, as applicable.
4.
Executive expressly consents to the terms of the Amendment, and acknowledges and agrees that such changes will not entitle Executive to terminate his employment for “Constructive Discharge” as set forth in Section 4.4 of the Agreement.

 


 

5.
Except as provided herein, the Agreement remains in effect as drafted.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.

EXECUTIVE

 

/s/ Paul Black

By: Paul M. Black

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

/s/ Tejal Vakharia

By: Tejal Vakharia

Title: SVP, General Counsel, Marketing &
Government Affairs

 

 


EX-99.1

Exhibit 99.1

Allscripts announces first quarter of 2022 results

 

First quarter GAAP diluted EPS of $0.17; non-GAAP diluted EPS of $0.13
Closed the sale of Hospital & Large Physician Practices business segment to Constellation Software
Generated $35 million of cash flow from continuing operations in the quarter

 

CHICAGO – May 5, 2022 Allscripts Healthcare Solutions, Inc. (Nasdaq: MDRX) (Allscripts) announced its financial results for the three months ended March 31, 2022.

 

First quarter 2022 Veradigm revenue was $136 million compared with $126 million in the first quarter of 2021. On a consolidated Allscripts basis first quarter 2022 revenue was $143 million compared with $134 million in the first quarter of 2021.

 

On a GAAP basis in the first quarter of 2022, Veradigm income from operations was $18 million compared with $11 million in the first quarter of 2021. Veradigm Non-GAAP income from operations in the first quarter of 2022 was $26 million compared with $19 million in the first quarter of 2021. On a consolidated basis in the first quarter of 2022, GAAP income from operations was $7 million compared with income from operations in the first quarter of 2021 of $8 million. Non-GAAP income from operations in the first quarter of 2022 was $24 million compared with $16 million in the first quarter of 2021.

 

Veradigm Adjusted EBITDA totaled $35 million in the first quarter of 2022 compared with $28 million in the first quarter of 2021. On a consolidated Allscripts basis Adjusted EBITDA totaled $34 million in the first quarter of 2022 compared with $26 million in the first quarter of 2021.

 

Consolidated GAAP net income in the first quarter of 2022 totaled $23 million compared with $9 million in the first quarter of 2021. Non-GAAP net income in the first quarter of 2022 was $16 million compared with $11 million in the first quarter of 2021.

 

Consolidated GAAP diluted earnings per share in the first quarter of 2022 were $0.17 compared with $0.06 in the first quarter of 2021. Non-GAAP diluted earnings per share in the first quarter of 2022 were $0.13 compared with $0.08 in the first quarter of 2021.

 

On April 29, 2022, Allscripts amended its Credit Agreement to extend maturity for an additional five years and improve pricing. The amendment consists of a $700 million senior secured revolving facility.

 

Stock repurchases totaled $50 million in the first quarter of 2022.

 

 

“Earlier this week we announced completion of the sale of Allscripts Hospital & Large Physician Practices business to Constellation Software. I firmly believe this transaction enables both companies to fuel their respective future growth strategies and continue to provide additional value to clients, employees, and shareholders,” said Paul M. Black, Allscripts Chief Executive Officer. “In the first quarter we delivered solid results, reporting strong year-over-year growth in revenue, gross profit, Adjusted EBITDA, margins and free cash flow.”

 

2022 Financial Outlook(1)

 

Allscripts is affirming its prior annual outlook and currently expects to achieve:

 

Veradigm revenue growth year-over-year between 6% to 7%
Veradigm adjusted EBITDA growth year-over-year between 10% to 15%
Free cash flow from continuing operations between $110 million to $120 million.

 

 

 

 


 

 

 

Conference Call

 

Allscripts will conduct a conference call today, Thursday, May 5, 2022, at 4:30 PM Eastern Time to discuss its earnings release and other information. Participants may access the conference call via webcast at http://investor.allscripts.com. Participants also may access the conference call by dialing +1 (877) 269-7756 or +1 (201) 689-7817 (international) and requesting Conference ID # 13728930.

 

A replay of the call will be available approximately two hours after the conclusion of the call, for a period of four weeks, on the Allscripts Investor Relations website or by calling +1 (877) 660-6853 or +1 (201) 612-7415 - Conference ID # 13728930.

 

Supplemental and non-GAAP financial information is also available at http://investor.allscripts.com.

 

Footnote

(1)
In providing financial guidance, the company does not reconcile Adjusted EBITDA and free cash flow to the corresponding GAAP financial measures. Allscripts does not provide guidance for the various reconciling items since certain items that impact GAAP net operating income and operating cash flow such as acquisition-related amortization, and transaction and other costs, any of which may be significant, are outside of its control and/or cannot be reasonably predicted. Please see the “Explanation of Non-GAAP Financial Measures” at the end of this press release for detailed information on calculating non-GAAP measures. For a reconciliation of other non-GAAP financial measures, see the non-GAAP financial reconciliation tables in this release (Tables 4, 5, 6, 8 and 10).

 

NOTE: All percentage changes described within this press release are calculated from full dollar amounts as illustrated in the accompanying financial statements posted on the Investor Relations website. Rounding differences may occur when individually calculating percentages or totals from rounded amounts included within the press release body compared to full dollar amounts in the tables.

 

About Allscripts

Allscripts (Nasdaq: MDRX) is a leader in healthcare information technology solutions that advance clinical, financial and operational results. Our innovative solutions connect people, places and data across an Open, Connected Community of Health™. Connectivity empowers caregivers to make better decisions and deliver better care for healthier populations. To learn more, visit www.allscripts.com, Twitter, YouTube and It Takes A Community: The Allscripts Blog.

###

© 2022 Allscripts Healthcare, LLC and/or its affiliates. All Rights Reserved.

Allscripts, the Allscripts logo, and other Allscripts marks are trademarks of Allscripts Healthcare, LLC and/or its affiliates. All other products are trademarks of their respective holders, all rights reserved. Reference to these products is not intended to imply affiliation with or sponsorship of Allscripts Healthcare, LLC and/or its affiliates.

 

For more information contact:

 

Investors:

Jenny Gelinas

312-506-1237

Jenny.Gelinas@allscripts.com

 

Media:

Concetta Rasiarmos

312-447-2466

concetta.rasiarmos@allscripts.com

 

 

 

 

 

 


 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our 2022 outlook, the disposition of Hospitals and Large Physician Practices Business, our profitability initiatives, our strategic priorities and our client outcomes. These forward-looking statements are based on the current beliefs and expectations of Allscripts management, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” “look forward,” “pipeline” and similar terms. Actual results could differ significantly from those set forth in the forward-looking statements, and reported results should not be considered an indication of future performance or events.

 

Certain factors that could cause our actual results to differ materially from those described in the forward-looking statements include, but are not limited to: our ability to achieve the margin targets associated with our margin improvement initiatives within the contemplated time periods, if at all; the magnitude, severity and duration of the COVID-19 pandemic, including the impacts of the pandemic, along with the impacts of our responses and the responses by governments and other businesses to the pandemic, on our business, our employees, our clients and our suppliers; security breaches resulting in unauthorized access to our or our clients’ computer systems or data, including denial-of-services, ransomware or other Internet-based attacks; the failure by Practice Fusion to comply with the terms of the settlement agreements with the U.S. Department of Justice (the “DOJ”); the costs and burdens of compliance by Practice Fusion with the terms of its settlement agreements with the DOJ; additional investigations and proceedings from governmental entities or third parties other than the DOJ related to the same or similar conduct underlying the DOJ’s investigations into Practice Fusion’s business practices; our ability to recover from third parties (including insurers) any amounts paid in connection with Practice Fusion’s settlement agreements with the DOJ and related inquiries; the expected financial results of businesses acquired by us; the successful integration of businesses acquired by us; the anticipated and unanticipated expenses and liabilities related to businesses acquired by us, including the civil investigation by the U.S. Attorney’s Office involving our Enterprise Information Solutions business; other risks associated with investments and acquisitions; risks associated with disposition of the Hospitals and Large Physicians Practices Business, our failure to compete successfully; consolidation in our industry; current and future laws, regulations and industry initiatives; increased government involvement in our industry; the failure of markets in which we operate to develop as quickly as expected; our or our customers’ failure to see the benefits of government programs; changes in interoperability or other regulatory standards; our ability to maintain and expand our business with existing clients or effectively transition clients to newer products; the effects of the realignment of our sales, services and support organizations; market acceptance of our products and services; the unpredictability of the sales and implementation cycles for our products and services; our ability to manage future growth; our ability to introduce new products and services; our ability to establish and maintain strategic relationships; risks associated with investments and acquisitions; the performance of our products; our ability to protect our intellectual property rights; the outcome of legal proceedings involving us; our ability to hire, retain and motivate key personnel; performance by our content and service providers; liability for use of content; price reductions; our ability to license and integrate third-party technologies; risks related to global operations; variability of our quarterly operating results; risks related to our outstanding indebtedness; changes in tax rates or laws; business disruptions; our ability to maintain proper and effective internal controls; and asset and long-term investment impairment charges. Additional information about these and other risks, uncertainties, and factors affecting our business is contained in our filings with the Securities and Exchange Commission, including under the caption “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Qs. We do not undertake to update forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes in our business, financial condition or operating results over time.

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

Table 1

Allscripts Healthcare Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2022

 

2021

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$82.8

 

$132.5

Restricted cash

 

1.3

 

1.3

Accounts receivable, net

 

170.5

 

171.6

Contract assets

 

55.1

 

63.5

Prepaid expenses and other current assets

 

56.2

 

60.5

Assets held for sale

 

1,174.7

 

1,125.1

Total current assets

 

$1,540.6

 

$1,554.5

Fixed assets, net

 

9.3

 

9.8

Software development costs, net

 

78.3

 

74.7

Intangible assets, net

 

158.3

 

149.7

Goodwill

 

520.2

 

506.6

Deferred taxes, net

 

6.1

 

0.0

Contract assets - long-term

 

19.2

 

28.2

Right-of-use assets - operating leases

 

16.8

 

18.3

Other assets

 

81.4

 

83.4

Total assets

 

$2,430.2

 

$2,425.2

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$15.5

 

$5.3

Accrued expenses

 

61.8

 

54.5

Accrued compensation and benefits

 

18.0

 

31.1

Deferred revenue

 

106.5

 

120.7

Current operating lease liabilities

 

6.0

 

6.1

Liabilities related to assets held for sale

 

439.0

 

380.3

Total current liabilities

 

646.8

 

598.0

Long-term debt

 

377.1

 

350.1

Deferred revenue

 

3.6

 

1.8

Deferred taxes, net

 

0.0

 

16.6

Long-term operating lease liabilities

 

15.2

 

16.8

Other liabilities

 

34.4

 

33.8

Total liabilities

 

$1,077.1

 

$1,017.1

Total stockholders’ equity

 

$1,353.1

 

$1,408.1

Total liabilities and stockholders’ equity

 

$2,430.2

 

$2,425.2

 

 

 

 

 

 

 

 


 

Table 2

Allscripts Healthcare Solutions, Inc.

Condensed Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2022

 

2021

Revenue:

 

 

 

 

Provider

 

$118.7

 

$111.2

Payer & Life Sciences

 

24.0

 

22.5

Total Revenue

 

142.7

 

133.7

Cost of revenue:

 

 

 

 

Provider

 

57.0

 

58.7

Payer & Life Sciences

 

12.2

 

12.1

Total cost of revenue

 

69.2

 

70.8

Gross profit

 

73.5

 

62.9

Selling, general and administrative expenses

 

41.3

 

32.2

Research and development

 

23.4

 

20.6

Amortization of intangible and acquisition-related assets

 

2.2

 

2.4

Income (loss) from operations

 

6.6

 

7.7

Interest expense, net (a)

 

(2.1)

 

(3.1)

Other

 

(0.4)

 

0.8

Income (loss) before income taxes

 

4.1

 

5.4

Income tax (provision) benefit

 

14.4

 

(1.1)

Income (loss) from continuing operations, net of tax

 

18.5

 

4.3

Income (loss) from discontinued operations

 

(5.0)

 

5.9

Gain (loss) on sale of discontinued operations

 

0.0

 

0.6

Income tax (provision) from discontinued operations

 

9.4

 

(1.7)

    Income (loss) from discontinued operations, net of tax

 

4.4

 

4.8

Net Income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders

 

$22.9

 

$9.1

 

 

 

 

 

Diluted earnings per Common Share:

 

 

 

 

Income (loss) from continuing operations, net of tax

 

$18.5

 

$4.3

Plus: Interest expense, net of tax, associated with 0.875% Convertible Senior Notes

 

$0.5

 

$0.0

Income (loss) from continuing operations, net of tax after the effect of assumed conversions

 

19.0

 

4.3

    Income (loss) from discontinued operations, net of tax

 

4.4

 

4.8

Adjusted Net Income (loss) earnings per Common Share

 

$23.4

 

$9.1

 

 

 

 

 

Income (loss) from continuing operations per share - basic

 

$0.16

 

$0.03

Income (loss) from discontinued operations per share - basic

 

$0.04

 

$0.03

Income (loss) per share - basic

 

$0.20

 

$0.06

Adjusted Income (loss) from continuing operations per share - diluted

 

$0.14

 

$0.03

Income (loss) from discontinued operations per share - diluted

 

$0.03

 

$0.03

Adjusted Income (loss) per share - diluted

 

$0.17

 

$0.06

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

Basic

 

115.9

 

140.2

Diluted

 

138.7

 

149.1

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2022

 

2021

 

 

 

 

 

(a) Interest expense, net is comprised of the following for the periods presented:

 

 

 

 

Interest expense

 

(1.5)

 

(1.3)

Interest income

 

0.1

 

0.1

Non-cash charges to interest expense

 

(0.6)

 

(1.9)

Interest expense, net

 

($2.1)

 

($3.1)

 

 


 

Table 3

Allscripts Healthcare Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2022

 

2021

Cash flows from operating activities:

 

 

 

 

Net income (loss)

 

$22.9

 

$9.1

Less: Income(loss) from discontinued operations

 

4.4

 

4.8

Income (loss) from continuing operations

 

$18.5

 

$4.3

Non-cash adjustments to net income (loss):

 

 

 

 

Depreciation and amortization

 

14.1

 

16.2

Non-cash lease expense, net

 

(3.2)

 

(1.8)

Stock-based compensation expense

 

6.3

 

2.8

Deferred Taxes

 

(17.0)

 

4.7

Other (income) loss, net

 

0.6

 

0.7

Total non-cash adjustments to net income (loss)

 

0.8

 

22.6

Cash impact of changes in operating assets and liabilities:

 

 

 

 

Assets

 

31.6

 

24.2

Liabilities

 

(16.4)

 

(36.0)

Total cash impact of changes on operating assets and liabilities

 

15.2

 

(11.8)

Net cash provided by (used in) operating activities - Continuing operations

 

34.5

 

15.1

Net cash provided by (used in) operating activities - Discontinued operations

 

34.8

 

(10.6)

Net cash provided by (used in) operating activities

 

69.3

 

4.5

Cash flows from investing activities:

 

 

 

 

Capital expenditures

 

(0.4)

 

(0.2)

Capitalized software

 

(9.6)

 

(8.1)

Cash paid for business acquisitions, net of cash acquired

 

(24.1)

 

0.0

Sale of businesses and other investments, net of cash divested and distributions received

 

1.1

 

1.7

Purchases of equity securities, other investments and related intangible assets, net

 

0.0

 

(0.2)

    Cash provided by (used in) investing activities - Continuing Operations

 

(33.0)

 

(6.8)

    Cash provided by (used in) investing activities - Discontinued Operations

 

(11.2)

 

(12.2)

Net cash provided by (used in) investing activities

 

(44.2)

 

(19.0)

Cash flows from financing activities:

 

 

 

 

Taxes paid related to net share settlement of equity awards

 

(13.3)

 

(4.7)

Credit facility payments

 

(25.0)

 

0.0

Credit facility borrowings, net of issuance costs

 

25.0

 

0.0

Repurchase of common stock

 

(49.7)

 

0.0

Intercompany to/from parent/subsidiaries

 

11.7

 

28.3

Payment of acquisition and other financing obligations

 

0.0

 

(1.5)

Net cash provided by (used in) financing activities - continuing operations

 

(51.3)

 

22.1

Net cash provided by (used in) financing activities - discontinued operations

 

(11.7)

 

(29.6)

Net cash provided by (used in) financing activities

 

(63.0)

 

(7.5)

Effect of exchange rate changes on cash and cash equivalents

 

0.0

 

0.0

Net increase (decrease) in cash and cash equivalents

 

(37.9)

 

(22.0)

Cash, cash equivalents and restricted cash, beginning of period

 

190.5

 

537.5

Cash, cash equivalents and restricted cash, end of period

 

$152.6

 

$515.5

Less: Cash and cash equivalents and restricted cash included in current assets held for sale

 

($68.5)

 

($60.4)

Cash, cash equivalents and restricted cash, end of period, excluding assets held for sale

 

$84.1

 

$455.1

 

 

 

 

 

 

 


 

 

 

Table 4

Allscripts Healthcare Solutions, Inc.

Condensed Non-GAAP Financial Information

(In millions, except per share amounts and percentages)

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2022

 

2021

Gross profit, as reported

$73.5

 

$62.9

Acquisition-related amortization

1.6

 

1.8

Stock-based compensation expense

0.3

 

0.3

Total non-GAAP gross profit

$75.4

 

$65.0

 

 

 

 

 

Income (loss) from operations, as reported

$6.6

 

$7.7

Acquisition-related amortization

3.8

 

4.2

Stock-based compensation expense

6.9

 

4.0

Transaction and other

6.6

 

0.0

Total non-GAAP income from operations

$23.9

 

$15.9

 

 

 

 

 

Adjusted Net Income (loss) earnings per Common Share

$23.4

 

$9.1

Loss (income) from discontinued operations

5.0

 

(5.9)

(Gain) on sale of business, net from discontinued operations

0.0

 

(0.6)

Income tax provision from discontinued operations

(9.4)

 

1.7

Income (loss) from continuing operations, net of tax after the effect of assumed conversions

$19.0

 

$4.3

Less: Interest expense, net of tax, associated with 0.875% Convertible Senior Notes

(0.5)

 

0.0

Income (loss) from continuing operations, net of tax

$18.5

 

$4.3

Acquisition-related amortization

3.8

 

4.2

Stock-based compensation expense

6.9

 

4.0

Transaction and other

6.6

 

0.0

Non-cash charges to interest expense and other

0.0

 

1.3

Tax rate alignment

(19.6)

 

(2.6)

Non-GAAP net income attributable to Allscripts Healthcare Solutions, Inc.

$16.2

 

$11.2

 

 

 

 

 

Non-GAAP effective tax rate

24%

 

24%

 

 

 

 

 

Weighted shares outstanding - basic

115.9

 

140.2

Weighted shares outstanding - diluted

138.7

 

149.1

Less the net effect of convertible notes and note hedges

(13.6)

 

(2.6)

Non-GAAP Weighted shares outstanding - diluted

125.1

 

146.5

 

 

 

 

 

GAAP Adjusted Income (loss) from continuing operations per share - diluted

$0.17

 

$0.06

Non-GAAP Income (loss) per share - diluted

$0.13

 

$0.08

 

 

 

 

 

 

 

 

 


 

 

Table 5

Allscripts Healthcare Solutions, Inc.

Non-GAAP Financial Information - Adjusted EBITDA

(In millions, except percentages)

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2022

 

2021

Income (loss) from operations, as reported

 

$6.6

 

$7.7

Plus:

 

 

 

 

Depreciation and amortization

 

13.6

 

14.4

Stock-based compensation expense

 

6.9

 

4.0

Transaction and other

 

6.6

 

0.0

Adjusted EBITDA

 

$33.7

 

$26.1

 

 

 

 

 

Adjusted EBITDA margin (a)

 

23.6%

 

19.5%

 

 

 

 

 

(a) Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue.

 

 

 

 

 

 

 

 

 

 

 

 

Table 6

Allscripts Healthcare Solutions, Inc.

Non-GAAP Financial Information - Free Cash Flow

(In millions)

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2022

 

2021

Net cash provided by (used in) operating activities - continuing operations

 

$34.5

 

$15.1

Cash flows from investing activities:

 

 

 

 

Capital expenditures

 

(0.4)

 

(0.2)

Capitalized software

 

(9.6)

 

(8.1)

Free cash flow

 

$24.5

 

$6.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Table 7

Allscripts Healthcare Solutions, Inc.

Non-GAAP Financial Information from Continuing Operations - Segment Details

(In millions)

(unaudited)

 

 

 

 

 

 

 

 

 

2021

 

 

 

Q1

Q2

Q3

Q4

Total

 

Q1

 

 

 

 

 

 

 

 

Total Veradigm, Non-GAAP

 

 

 

 

 

 

 

Revenue

126.4

133.4

137.2

155.2

552.2

 

136.3

Gross profit

60.7

65.7

67.7

86.7

280.8

 

71.1

Gross margin

48.0%

49.3%

49.3%

55.9%

50.9%

 

52.2%

Income from operations

19.0

25.2

24.2

42.4

110.8

 

25.5

Adjusted EBITDA

28.4

35.3

34.5

51.9

150.1

 

35.2

Adjusted EBITDA margin

22.5%

26.5%

25.1%

33.4%

27.2%

 

25.8%

Unallocated, Non-GAAP

 

 

 

 

 

 

 

Revenue

7.3

7.8

7.5

6.0

28.6

 

6.4

Gross Profit

4.3

4.8

3.9

3.3

16.3

 

4.3

Income from operations

(3.1)

(0.8)

1.4

6.3

3.8

 

(1.6)

Adjusted EBITDA

(2.2)

0.0

1.7

6.3

5.8

 

(1.5)

Total Allscripts Consolidated, Non-GAAP

 

 

 

 

 

 

 

Revenue

133.7

141.2

144.7

161.2

580.8

 

142.7

Gross profit

65.0

70.5

71.6

90.0

297.1

 

75.4

Gross margin

48.6%

49.9%

49.5%

55.8%

51.2%

 

52.8%

Income from operations

15.9

24.4

25.6

48.7

114.6

 

23.9

Adjusted EBITDA

26.2

35.3

36.2

58.2

155.9

 

33.7

Adjusted EBITDA margin

19.6%

25.0%

25.0%

36.1%

26.8%

 

23.6%

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Table 8

Allscripts Healthcare Solutions, Inc.

Non-GAAP Financial Information Reconciliation - Segment Details

(In millions)

(unaudited)

 

 

 

 

 

 

 

 

 

2021

 

 

 

Q1

Q2

Q3

Q4

Total

 

Q1

Total Veradigm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, as reported

$126.4

$133.4

$137.2

$155.2

$552.2

 

$136.3

 

 

 

 

 

 

 

 

Gross profit, GAAP

$58.6

$63.6

$65.7

$84.6

$272.5

 

$69.2

Acquisition-related amortization

1.8

1.8

1.7

1.8

7.1

 

1.6

Stock-based compensation expense

0.3

0.3

0.3

0.3

1.2

 

0.3

Non-GAAP Gross profit

$60.7

$65.7

$67.7

$86.7

$280.8

 

$71.1

 

 

 

 

 

 

 

 

Income (loss) from operations, GAAP

$11.4

$17.9

$16.9

$35.2

$81.4

 

$18.1

Acquisition-related amortization

4.2

4.2

4.1

3.9

16.4

 

3.8

Stock-based compensation expense

3.4

3.1

3.2

3.3

13.0

 

3.6

Non-GAAP Income (loss) from operations

$19.0

$25.2

$24.2

$42.4

$110.8

 

$25.5

 

 

 

 

 

 

 

 

Asset Impairment Charges

0.0

0.2

0.6

0.0

0.8

 

0.0

Depreciation and amortization

9.4

9.9

9.7

9.5

38.5

 

9.7

Adjusted EBITDA

$28.4

$35.3

$34.5

$51.9

$150.1

 

$35.2

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, as reported

$7.3

$7.8

$7.5

$6.0

$28.6

 

$6.4

 

 

 

 

 

 

 

 

Gross Profit, as reported

$4.3

$4.8

$3.9

$3.3

$16.3

 

$4.3

 

 

 

 

 

 

 

 

Income (loss) from operations, GAAP

($3.7)

($1.1)

$1.5

$6.4

$2.9

 

($11.5)

Stock-based compensation expense

0.6

0.3

(0.1)

(0.1)

0.9

 

3.3

Transaction and other

0.0

0.0

0.0

0.0

0.0

 

6.6

Non-GAAP Income (loss) from operations

($3.1)

($0.8)

$1.4

$6.3

$3.8

 

($1.6)

 

 

 

 

 

 

 

 

Depreciation and amortization

0.9

0.8

0.3

0.0

2.0

 

0.1

Adjusted EBITDA

($2.2)

$0.0

$1.7

$6.3

$5.8

 

($1.5)

 

 

 

 

 

 

 

 

 

 

 


 

 

 

Table 9

Allscripts Healthcare Solutions, Inc.

Non-GAAP Financial Information from Continuing Operations - Revenue and Gross Profit Details

(In millions)

(unaudited)

 

 

 

 

 

2021

 

 

 

 

Q1

Q2

Q3

Q4

Total

 

Q1

Veradigm Provider, Non-GAAP

 

 

 

 

 

 

 

 

Revenue

 

103.9

108.1

110.8

126.3

449.0

 

112.3

Gross profit

 

49.8

52.4

54.2

70.6

227.0

 

58.8

Gross margin

 

47.9%

48.5%

48.9%

55.9%

50.6%

 

52.4%

 

 

 

 

 

 

 

 

 

Veradigm Payer & Life Sciences, Non-GAAP

 

 

 

 

 

 

 

 

Revenue

 

22.5

25.3

26.5

28.9

103.2

 

24.0

Gross Profit

 

10.9

13.3

13.5

16.1

53.8

 

12.3

Gross Margin

 

48.4%

52.6%

50.9%

55.7%

52.1%

 

51.3%

 

 

 

 

 

 

 

 

 

Total Veradigm, Non-GAAP

 

 

 

 

 

 

 

 

Revenue

 

126.4

133.4

137.3

155.2

552.2

 

136.3

Gross profit

 

60.7

65.7

67.7

86.7

280.8

 

71.1

Gross margin

 

48.0%

49.3%

49.3%

55.9%

50.9%

 

52.2%

 

 

 

 

 

 

 

 

 

Allscripts Consolidated Provider, Non-GAAP

 

 

 

 

 

 

 

 

Revenue

 

111.2

115.9

118.3

132.3

477.6

 

118.7

Gross profit

 

54.1

57.2

58.1

73.9

243.3

 

63.1

Gross margin