Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | mdrx-8k_20181231.htm |
Exhibit 99.1
Allscripts Healthcare Solutions, Inc.
Summary of Unaudited Pro Forma Financial Information
(Dollars in thousands, except per share amounts)
Overview
On December 31, 2018, Allscripts Healthcare Solutions, Inc. (“the Company”) sold all of the Class A Common Units of Netsmart LLC, Delaware limited liability company (“Netsmart”) held by several of the Company’s wholly-owned subsidiaries in exchange for $566.6 million plus up to $8.4 million in the event Netsmart’s Net Debt Amount is less than the Target Debt Amount as defined by in the Unit Purchase Agreement as of the end of the day on December 31, 2018 (as determined following the closing pursuant to the terms of the Unit Purchase Agreement).
Basis of Presentation
The unaudited pro forma consolidated balance sheet as of September 30, 2018 has been prepared to give effect to the elimination of Netsmart’s assets, liabilities and equity balances as a result of the disposition of Netsmart as if it had occurred on September 30, 2018. The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016 have been prepared to give effect to the elimination of revenues and costs as a result of the disposition of Netsmart as if it had occurred on January 1, 2017.
The unaudited financial information for the Company was derived from, and should be read in conjunction with, the Company’s unaudited interim consolidated financial statements included in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 2, 2018 and the audited consolidated financial statements for the years ended December 31, 2017 and 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2018.
The pro forma adjustments are described in the notes to the unaudited pro forma financial information. The unaudited pro forma financial information included herein is for informational purposes only and is not necessarily indicative of what the Company's historical financial performance and financial position would have been without the consolidation of Netsmart. In addition, the unaudited pro forma financial information is not necessarily indicative of the Company’s results to be expected in the future.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2018
|
(In thousands, except per share amounts) |
|
Allscripts Historical (A) |
|
|
Netsmart Historical |
|
|
|
Sale of Netsmart |
|
|
|
Pro Forma |
|
|
||||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
111,775 |
|
|
$ |
(14,050 |
) |
|
|
$ |
566,611 |
|
(D) |
|
$ |
664,336 |
|
|
|
Restricted cash |
|
|
8,016 |
|
|
|
(3,717 |
) |
|
|
|
|
|
|
|
|
4,299 |
|
|
|
Accounts receivable, net of allowance of $61,926 as of September 30, 2018 |
|
|
520,381 |
|
|
|
(71,624 |
) |
(E) |
|
|
|
|
|
|
|
448,757 |
|
|
|
Contract assets |
|
|
71,745 |
|
|
|
(10,887 |
) |
|
|
|
|
|
|
|
|
60,858 |
|
|
|
Prepaid expenses and other current assets |
|
|
131,826 |
|
|
|
(17,170 |
) |
|
|
|
|
|
|
|
|
114,656 |
|
|
|
Total current assets |
|
|
843,743 |
|
|
|
(117,448 |
) |
|
|
|
566,611 |
|
|
|
|
1,292,906 |
|
|
|
Fixed assets, net |
|
|
160,225 |
|
|
|
(30,715 |
) |
|
|
|
|
|
|
|
|
129,510 |
|
|
|
Software development costs, net |
|
|
239,359 |
|
|
|
(39,510 |
) |
|
|
|
|
|
|
|
|
199,849 |
|
|
|
Intangible assets, net |
|
|
873,635 |
|
|
|
(420,999 |
) |
|
|
|
|
|
|
|
|
452,636 |
|
|
|
Goodwill |
|
|
2,207,967 |
|
|
|
(814,666 |
) |
|
|
|
|
|
|
|
|
1,393,301 |
|
|
|
Deferred taxes, net |
|
|
5,566 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
5,566 |
|
|
|
Contract assets - long-term |
|
|
52,555 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
52,555 |
|
|
|
Other assets |
|
|
135,030 |
|
|
|
(1,958 |
) |
|
|
|
|
|
|
|
|
133,072 |
|
|
|
Total assets |
|
$ |
4,518,080 |
|
|
$ |
(1,425,296 |
) |
|
|
$ |
566,611 |
|
|
|
$ |
3,659,395 |
|
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF SEPTEMBER 30, 2018
|
(In thousands, except per share amounts) |
|
Allscripts Historical (A) |
|
|
Netsmart Historical |
|
|
|
Sale of Netsmart |
|
|
|
Pro Forma |
|
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
126,709 |
|
|
$ |
(12,910 |
) |
|
|
$ |
95,228 |
|
(F) |
|
$ |
209,027 |
|
|
|
Accrued expenses |
|
|
120,326 |
|
|
|
(12,436 |
) |
|
|
|
|
|
|
|
|
107,890 |
|
|
|
Accrued compensation and benefits |
|
|
107,799 |
|
|
|
(20,923 |
) |
|
|
|
|
|
|
|
|
86,876 |
|
|
|
Deferred revenue |
|
|
506,568 |
|
|
|
(68,775 |
) |
|
|
|
|
|
|
|
|
437,793 |
|
|
|
Current maturities of long-term debt |
|
|
19,516 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
19,516 |
|
|
|
Current maturities of non-recourse long-term debt - Netsmart |
|
|
4,257 |
|
|
|
(4,257 |
) |
|
|
|
|
|
|
|
|
0 |
|
|
|
Current maturities of capital lease obligations |
|
|
9,190 |
|
|
|
(8,118 |
) |
|
|
|
|
|
|
|
|
1,072 |
|
|
|
Total current liabilities |
|
|
894,365 |
|
|
|
(127,419 |
) |
|
|
|
95,228 |
|
|
|
|
862,174 |
|
|
|
Long-term debt |
|
|
1,002,026 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
1,002,026 |
|
|
|
Non-recourse long-term debt - Netsmart |
|
|
788,489 |
|
|
|
(788,489 |
) |
|
|
|
|
|
|
|
|
0 |
|
|
|
Long-term capital lease obligations |
|
|
4,606 |
|
|
|
(2,814 |
) |
|
|
|
|
|
|
|
|
1,792 |
|
|
|
Deferred revenue |
|
|
21,804 |
|
|
|
(4,977 |
) |
|
|
|
|
|
|
|
|
16,827 |
|
|
|
Deferred taxes, net |
|
|
124,294 |
|
|
|
(62,668 |
) |
|
|
|
|
|
|
|
|
61,626 |
|
|
|
Other liabilities |
|
|
95,575 |
|
|
|
(4,089 |
) |
|
|
|
|
|
|
|
|
91,486 |
|
|
|
Liabilities attributable to discontinued operations |
|
|
2,261 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
2,261 |
|
|
|
Total liabilities |
|
|
2,933,420 |
|
|
|
(990,456 |
) |
|
|
|
95,228 |
|
|
|
|
2,038,192 |
|
|
|
Redeemable convertible non-controlling interest - Netsmart |
|
|
467,981 |
|
|
|
(467,981 |
) |
|
|
|
|
|
|
|
|
0 |
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of September 30, 2018 |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
0 |
|
|
|
Common stock: $0.01 par value, 349,000 shares authorized as of September 30, 2018; 270,506 and 174,707 shares issued and outstanding as of September 30, 2018, respectively |
|
|
2,708 |
|
|
|
(102,084 |
) |
|
|
|
102,084 |
|
|
|
|
2,708 |
|
|
|
Treasury stock: at cost, 96,099 as of September 30, 2018 |
|
|
(423,521 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
(423,521 |
) |
|
|
Additional paid-in capital |
|
|
1,765,103 |
|
|
|
108,832 |
|
|
|
|
|
|
|
|
|
1,873,935 |
|
|
|
Accumulated (deficit) retained earnings |
|
|
(251,363 |
) |
|
|
26,290 |
|
|
|
|
369,299 |
|
(D) |
|
|
144,226 |
|
|
|
Accumulated other comprehensive loss |
|
|
(5,452 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
(5,452 |
) |
|
|
Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity |
|
|
1,087,475 |
|
|
|
33,038 |
|
|
|
|
471,383 |
|
|
|
|
1,591,896 |
|
|
|
Non-controlling interest |
|
|
29,204 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
29,307 |
|
|
|
Total stockholders’ equity |
|
|
1,116,679 |
|
|
|
33,141 |
|
|
|
|
471,383 |
|
|
|
|
1,621,203 |
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
4,518,080 |
|
|
|
(1,425,296 |
) |
|
|
$ |
566,611 |
|
|
|
$ |
3,659,395 |
|
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018
|
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|
|
|||||
|
(In thousands, except per share amounts) |
|
Allscripts Historical (B) |
|
|
Netsmart Historical |
|
|
Intercompany Activity (C) |
|
|
|
Pro Forma |
|
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
$ |
996,569 |
|
|
$ |
(157,479 |
) |
|
$ |
85 |
|
|
|
$ |
839,175 |
|
|
|
Client services |
|
|
565,213 |
|
|
|
(103,455 |
) |
|
|
6,682 |
|
|
|
|
468,440 |
|
|
|
Total revenue |
|
|
1,561,782 |
|
|
|
(260,934 |
) |
|
|
6,767 |
|
|
|
|
1,307,615 |
|
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
|
328,534 |
|
|
|
(45,213 |
) |
|
|
103 |
|
|
|
|
283,424 |
|
|
|
Client services |
|
|
480,231 |
|
|
|
(75,107 |
) |
|
|
6,666 |
|
|
|
|
411,790 |
|
|
|
Amortization of software development and acquisition-related assets |
|
|
101,008 |
|
|
|
(24,991 |
) |
|
|
0 |
|
|
|
|
76,017 |
|
|
|
Total cost of revenue |
|
|
909,773 |
|
|
|
(145,311 |
) |
|
|
6,769 |
|
|
|
|
771,231 |
|
|
|
Gross profit |
|
|
652,009 |
|
|
|
(115,623 |
) |
|
|
(2 |
) |
|
|
|
536,384 |
|
|
|
Selling, general and administrative expenses |
|
|
425,365 |
|
|
|
(74,390 |
) |
|
|
0 |
|
|
|
|
350,975 |
|
|
|
Research and development |
|
|
220,066 |
|
|
|
(17,845 |
) |
|
|
93 |
|
|
|
|
202,314 |
|
|
|
Asset impairment charges |
|
|
30,075 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
30,075 |
|
|
|
Amortization of intangible and acquisition-related assets |
|
|
37,210 |
|
|
|
(17,665 |
) |
|
|
84 |
|
|
|
|
19,629 |
|
|
|
Loss from operations |
|
|
(60,707 |
) |
|
|
(5,723 |
) |
|
|
(179 |
) |
|
|
|
(66,609 |
) |
|
|
Interest expense |
|
|
(80,843 |
) |
|
|
43,917 |
|
|
|
0 |
|
|
|
|
(36,926 |
) |
|
|
Other loss, net |
|
|
(590 |
) |
|
|
7 |
|
|
|
0 |
|
|
|
|
(583 |
) |
|
|
Gain on sale of businesses, net |
|
|
172,258 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
172,258 |
|
|
|
Impairment of long-term investments |
|
|
(15,487 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
(15,487 |
) |
|
|
Equity in net income of unconsolidated investments |
|
|
529 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
529 |
|
|
|
Income from continuing operations before income taxes |
|
|
15,160 |
|
|
|
38,201 |
|
|
|
(179 |
) |
|
|
|
53,182 |
|
|
|
Income tax benefit (provision) |
|
|
3,020 |
|
|
|
(8,938 |
) |
|
|
0 |
|
|
|
|
(5,918 |
) |
|
|
Income from continuing operations, net of tax |
|
|
18,180 |
|
|
|
29,263 |
|
|
|
(179 |
) |
|
|
|
47,264 |
|
|
|
Income from discontinued operations, net of tax |
|
|
3,731 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
3,731 |
|
|
|
Net income |
|
|
21,911 |
|
|
|
29,263 |
|
|
|
(179 |
) |
|
|
|
50,995 |
|
|
|
Less: Net loss attributable to non-controlling interests |
|
|
3,494 |
|
|
|
0 |
|
|
|
(149 |
) |
|
|
|
3,345 |
|
|
|
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart |
|
|
(36,446 |
) |
|
|
36,446 |
|
|
|
0 |
|
|
|
|
0 |
|
|
|
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders |
|
$ |
(11,041 |
) |
|
$ |
65,709 |
|
|
$ |
(328 |
) |
|
|
$ |
54,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.09 |
) |
|
$ |
0.37 |
|
|
$ |
0.00 |
|
|
|
$ |
0.28 |
|
|
|
Discontinued operations |
|
|
0.03 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
|
0.03 |
|
|
|
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
(0.06 |
) |
|
$ |
0.37 |
|
|
$ |
0.00 |
|
|
|
$ |
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.09 |
) |
|
$ |
0.37 |
|
|
$ |
0.00 |
|
|
|
$ |
0.28 |
|
|
|
Discontinued operations |
|
|
0.03 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
|
0.03 |
|
|
|
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
(0.06 |
) |
|
$ |
0.37 |
|
|
$ |
0.00 |
|
|
|
$ |
0.31 |
|
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2017
|
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|
|
|||||
|
(In thousands, except per share amounts) |
|
Allscripts Historical (B) |
|
|
Netsmart Historical |
|
|
Intercompany Activity (C) |
|
|
|
Pro Forma |
|
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
$ |
1,156,391 |
|
|
$ |
(199,194 |
) |
|
$ |
990 |
|
|
|
$ |
958,187 |
|
|
|
Client services |
|
|
649,951 |
|
|
|
(119,880 |
) |
|
|
9,450 |
|
|
|
|
539,521 |
|
|
|
Total revenue |
|
|
1,806,342 |
|
|
|
(319,074 |
) |
|
|
10,440 |
|
|
|
$ |
1,497,708 |
|
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
|
368,192 |
|
|
|
(51,886 |
) |
|
|
807 |
|
|
|
|
317,113 |
|
|
|
Client services |
|
|
541,388 |
|
|
|
(87,762 |
) |
|
|
9,445 |
|
|
|
|
463,071 |
|
|
|
Amortization of software development and acquisition-related assets |
|
|
114,601 |
|
|
|
(29,876 |
) |
|
|
0 |
|
|
|
|
84,725 |
|
|
|
Total cost of revenue |
|
|
1,024,181 |
|
|
|
(169,524 |
) |
|
|
10,252 |
|
|
|
|
864,909 |
|
|
|
Gross profit |
|
|
782,161 |
|
|
|
(149,550 |
) |
|
|
188 |
|
|
|
|
632,799 |
|
|
|
Selling, general and administrative expenses |
|
|
486,271 |
|
|
|
(85,588 |
) |
|
|
5 |
|
|
|
|
400,688 |
|
|
|
Research and development |
|
|
220,219 |
|
|
|
(18,024 |
) |
|
|
87 |
|
|
|
|
202,282 |
|
|
|
Amortization of intangible and acquisition-related assets |
|
|
33,754 |
|
|
|
(16,465 |
) |
|
|
56 |
|
|
|
|
17,345 |
|
|
|
Income from operations |
|
|
41,917 |
|
|
|
(29,473 |
) |
|
|
40 |
|
|
|
|
12,484 |
|
|
|
Interest expense |
|
|
(87,479 |
) |
|
|
49,939 |
|
|
|
0 |
|
|
|
|
(37,540 |
) |
|
|
Other income, net |
|
|
413 |
|
|
|
(925 |
) |
|
|
0 |
|
|
|
|
(512 |
) |
|
|
Impairment and losses on long-term investments |
|
|
(165,290 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
(165,290 |
) |
|
|
Equity in net income of unconsolidated investments |
|
|
821 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
821 |
|
|
|
Loss from continuing operations before income taxes |
|
|
(209,618 |
) |
|
|
19,541 |
|
|
|
40 |
|
|
|
|
(190,037 |
) |
|
|
Income tax benefit |
|
|
50,767 |
|
|
|
(45,253 |
) |
|
|
0 |
|
|
|
|
5,514 |
|
|
|
Loss from continuing operations, net of tax |
|
|
(158,851 |
) |
|
|
(25,712 |
) |
|
|
40 |
|
|
|
|
(184,523 |
) |
|
|
Income from discontinued operations, net of tax |
|
|
4,676 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
4,676 |
|
|
|
Net loss |
|
|
(154,175 |
) |
|
|
(25,712 |
) |
|
|
40 |
|
|
|
|
(179,847 |
) |
|
|
Less: Net loss attributable to non-controlling interests |
|
|
1,566 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
1,566 |
|
|
|
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart |
|
|
(43,850 |
) |
|
|
43,850 |
|
|
|
0 |
|
|
|
|
0 |
|
|
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders |
|
$ |
(196,459 |
) |
|
$ |
18,138 |
|
|
$ |
40 |
|
|
|
$ |
(178,281 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.12 |
) |
|
$ |
0.10 |
|
|
$ |
0.00 |
|
|
|
$ |
(1.02 |
) |
|
|
Discontinued operations |
|
|
0.03 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
|
0.03 |
|
|
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
(1.09 |
) |
|
$ |
0.10 |
|
|
$ |
0.00 |
|
|
|
$ |
(0.99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.12 |
) |
|
$ |
0.10 |
|
|
$ |
0.00 |
|
|
|
$ |
(1.02 |
) |
|
|
Discontinued operations |
|
|
0.03 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
|
0.03 |
|
|
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
(1.09 |
) |
|
$ |
0.10 |
|
|
$ |
0.00 |
|
|
|
$ |
(0.99 |
) |
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2016
|
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|
|
|||||
|
(In thousands, except per share amounts) |
|
Allscripts Historical (B) |
|
|
Netsmart Historical (A) |
|
|
Intercompany Activity (C) |
|
|
|
Pro Forma |
|
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
$ |
1,003,618 |
|
|
$ |
(106,882 |
) |
|
$ |
2,563 |
|
|
|
$ |
899,299 |
|
|
|
Client services |
|
|
546,281 |
|
|
|
(66,479 |
) |
|
|
6,968 |
|
|
|
|
486,770 |
|
|
|
Total revenue |
|
|
1,549,899 |
|
|
|
(173,361 |
) |
|
|
9,531 |
|
|
|
|
1,386,069 |
|
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
|
331,055 |
|
|
|
(38,938 |
) |
|
|
2,115 |
|
|
|
|
294,232 |
|
|
|
Client services |
|
|
459,174 |
|
|
|
(46,718 |
) |
|
|
6,867 |
|
|
|
|
419,323 |
|
|
|
Amortization of software development and acquisition-related assets |
|
|
88,631 |
|
|
|
(17,416 |
) |
|
|
0 |
|
|
|
|
71,215 |
|
|
|
Total cost of revenue |
|
|
878,860 |
|
|
|
(103,072 |
) |
|
|
8,982 |
|
|
|
|
784,770 |
|
|
|
Gross profit |
|
|
671,039 |
|
|
|
(70,289 |
) |
|
|
549 |
|
|
|
|
601,299 |
|
|
|
Selling, general and administrative expenses |
|
|
392,865 |
|
|
|
(58,331 |
) |
|
|
(13 |
) |
|
|
|
334,521 |
|
|
|
Research and development |
|
|
187,906 |
|
|
|
(9,399 |
) |
|
|
27 |
|
|
|
|
178,534 |
|
|
|
Asset impairment charges |
|
|
4,650 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
4,650 |
|
|
|
Amortization of intangible and acquisition-related assets |
|
|
25,847 |
|
|
|
(9,971 |
) |
|
|
8 |
|
|
|
|
15,884 |
|
|
|
Income from operations |
|
|
59,771 |
|
|
|
7,412 |
|
|
|
527 |
|
|
|
|
67,710 |
|
|
|
Interest expense |
|
|
(68,141 |
) |
|
|
38,663 |
|
|
|
0 |
|
|
|
|
(29,478 |
) |
|
|
Other income, net |
|
|
1,087 |
|
|
|
(258 |
) |
|
|
0 |
|
|
|
|
829 |
|
|
|
Equity in net loss of unconsolidated investments |
|
|
(7,501 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
(7,501 |
) |
|
|
Loss from continuing operations before income taxes |
|
|
(14,784 |
) |
|
|
45,817 |
|
|
|
527 |
|
|
|
|
31,560 |
|
|
|
Income tax benefit (expense) |
|
|
17,814 |
|
|
|
(18,123 |
) |
|
|
0 |
|
|
|
|
(309 |
) |
|
|
Net income |
|
|
3,030 |
|
|
|
27,694 |
|
|
|
527 |
|
|
|
|
31,251 |
|
|
|
Less: Net income attributable to non-controlling interests |
|
|
(146 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
(146 |
) |
|
|
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart |
|
|
(28,536 |
) |
|
|
28,536 |
|
|
|
0 |
|
|
|
|
0 |
|
|
|
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders |
|
$ |
(25,652 |
) |
|
$ |
56,230 |
|
|
$ |
527 |
|
|
|
$ |
31,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.14 |
) |
|
$ |
0.30 |
|
|
$ |
0.00 |
|
|
|
$ |
0.16 |
|
|
|
Diluted |
|
$ |
(0.14 |
) |
|
$ |
0.30 |
|
|
$ |
0.00 |
|
|
|
$ |
0.16 |
|
|
|
The Company's Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2018, the Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2018 and the Years Ended December 31, 2017 and 2016 include the following: |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
As reported in the Quarterly Report on Form 10-Q filed by the Company with the SEC on November 2, 2018. Netsmart activity for the year ended December 31, 2016 includes activity from March 17, 2016 through December 31, 2016. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(B) |
As reported in the Annual Report on Form 10-K filed by the Company with the SEC on February 26, 2018. During the first quarter of 2018, the Company changed the presentation of certain bundled revenue streams. Such revenue was previously included as part of software, delivery, support and maintenance revenue. Under the new presentation, such revenue is included as part of client services revenue. The revenue previously reported for the years ended December 31, 2017 and 2016 has been recast to match to the new presentation by reducing software delivery, support and maintenance and increasing client services by $18.3 and $8.7 million, respectively. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(C) |
Represents intercompany transactions that would not have been eliminated if Netsmart's results were not consolidated. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(D) |
Represents the proceeds and gain, net of tax from the sale of Netsmart as if it had occurred on September 30, 2018. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(E) |
Netsmart's balance for allowance for doubtful accounts was $13,238 as of September 30, 2018. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(F) |
The pro forma tax rate of 20.5% differs from the blended federal and state statutory rate of 26% due to the application of valuation allowances relating to use of NOLs and tax credits. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|