8-K

 

 

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): January 14, 2014

 

 

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 Plaza, Suite 2024, Chicago, Illinois 60654

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 506-1200

 

(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 (see General Instruction A.2. below):

 

  ¨ 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))

 

 

 


Item 7.01. Regulation FD Disclosure.

On January 15, 2014, Allscripts Healthcare Solutions, Inc. (the “Company”) will present at the 32nd Annual J.P. Morgan Healthcare Conference in San Francisco, California (the “Conference”).

During the Conference, the Company’s management intends to disclose, among other things, that during the next three fiscal years (2014-2016) and based on current industry trends and economic conditions:

 

    The Company’s management currently expects the Company’s non-GAAP revenue to increase at an average compound annual growth rate of approximately 5% to 8% annually; and

 

    The Company’s management currently expects the Company’s adjusted EBITDA to increase at an average compound annual growth rate of approximately 18% to 22% annually.

A copy of the Company’s presentation is furnished as Exhibit 99.1. The Company intends to use this presentation at other investor conferences.

The information contained in, or incorporated into, Item 7.01 (including the Exhibit hereto) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

This Current Report on Form 8-K (including the Exhibit hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s financial estimates and anticipated cost savings. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results could differ from those set forth in the forward-looking statements, and reported results should not be considered an indication of future performance. Certain factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2012 and in the Company’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. Each of these reports is available on the Company’s website (http://investor.allscripts.com) and on the Securities and Exchange Commission’s website (http://www.sec.gov).

This Current Report on Form 8-K (including the Exhibit hereto) includes references to non-GAAP revenue and adjusted EBITDA, each of which adjusts for certain items and is not considered a measure under generally accepted accounting principles in the United States (“GAAP”). Non-GAAP revenue consists of GAAP revenue as reported and adds back deferred revenue and other adjustments for GAAP purposes. Adjusted EBITDA consists of GAAP net income as reported and adjusts for: the provision for revenue deferral; the provision/(benefit) for income taxes; net interest expense and interest income and other income/(expense); stock-based compensation expense; depreciation and amortization; deferred revenue and other adjustments; non-recurring and transaction-related costs; and non-cash asset impairment charges. The Company’s management believes that these non-GAAP measures are useful in measuring the comparable results of the Company from period to period. However, non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. Because of the forward-looking nature of the Company’s forecasted non-GAAP revenue and adjusted EBITDA, specific quantifications of the amounts that would be required to reconcile forecasted non-GAAP revenue and adjusted EBITDA are not available. The Company believes that there is a degree of volatility with respect to certain of the Company’s GAAP measures that precludes the Company from providing accurate forecasted GAAP to non-GAAP reconciliations. Based on this, the Company believes that providing estimates of the amounts that would be required to reconcile the range of non-GAAP revenue to forecasted GAAP revenue and the range of adjusted EBITDA to forecasted GAAP net income would imply a degree of precision that would be confusing or misleading to investors.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Allscripts Healthcare Solutions, Inc. presentation slides


SIGNATURE

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.

 

    ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Date: January 14, 2014      
    By:  

/s/ Brian P. Farley

     

Brian P. Farley

General Counsel

EX-99.1
Exhibit 99.1

 

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Exhibit 99.1

January 2014

Allscripts

Investor Presentation

J.P. Morgan Healthcare Conference 2014

AllscriptsTM


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Disclaimer

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act

of 1995. These forward-looking statements include, without limitation, statements regarding Allscripts Healthcare

Solutions, Inc.’s (the “Company’s”) financial estimates and anticipated cost savings.

These forward-looking statements are based on the current beliefs and expectations of the Company’s management and

are subject to significant risks and uncertainties. Actual results could differ from those set forth in the forward-looking

statements, and reported results should not be considered an indication of future performance. Certain factors that

could cause the Company’s actual results to differ materially from those described in the forward-looking statements can

be found in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2012 and in the

Company’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. Each of these

reports is available on the Company’s website (http://investor.allscripts.com) and on the Securities and Exchange

Commission’s website (http://www.sec.gov).

Allscripts, the Allscripts logo, and other Allscripts marks are trademarks of the Company or its subsidiaries. Other

company and product names featured in this presentation may be the trademarks of their respective owners.

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Non-GAAP Financial Measures

This presentation includes references to Non-GAAP revenue and Adjusted EBITDA, each of which adjusts for certain

items and is not considered a measure under generally accepted accounting principles in the United States

(“GAAP”).

Non-GAAP revenue consists of GAAP revenue as reported and adds back deferred revenue and other adjustments

for GAAP purposes. Adjusted EBITDA consists of GAAP net income as reported and adjusts for: the provision for

revenue deferral; the provision/(benefit) for income taxes; net interest expense and interest income and other

income/(expense); stock-based compensation expense; depreciation and amortization; deferred revenue and other

adjustments; non-recurring and transaction-related costs; and non-cash asset impairment charges.

The management of Allscripts Healthcare Solutions, Inc. (the “Company”) believes that these non-GAAP measures

are useful in measuring the comparable results of the Company from period to period. However, non-GAAP

financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial

measures determined or calculated in accordance with GAAP.

Because of the forward-looking nature of the Company’s forecasted Non-GAAP revenue and Adjusted EBITDA,

specific quantifications of the amounts that would be required to reconcile forecasted Non-GAAP revenue and

Adjusted EBITDA are not available. The Company believes that there is a degree of volatility with respect to

certain of the Company’s GAAP measures that precludes the Company from providing accurate forecasted GAAP

to non-GAAP reconciliations. Based on the above, the Company believes that providing estimates of the amounts

that would be required to reconcile the range of non-GAAP revenue to forecasted GAAP revenue and the range of

Adjusted EBITDA to forecasted GAAP net income would imply a degree of precision that would be confusing or

misleading to investors.

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Agenda

Shift to value

INDUSTRY & ALLSCRIPTS

Excellent Long Term Positioning

Depth and breadth

STRATEGIC ADVANTAGES

Unique Value Position

Multiple opportunities

FINANCIAL STABILITY

Drive Long-Term value

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AllscriptsTM


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Shift to value

Industry & Allscripts

Excellent Long Term Positioning

Strategic Advantages

FINANCIAL STABILITY

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AllscriptsTM


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Who We Are

SOLUTIONS

Clinical and Financial Systems

Population Health Management

Care Management

Performance & Care Logistics

Managed IT Services

Outsourcing

Hosting

Transaction & Payer Services

CLIENTS

~180,000 Physicians

~45,000 Ambulatory Facilities

~2,700 Hospitals

~13,000 Post-acute Facilities

~40,000 Individual Post-acute Providers

Retail and alternate site clinics

Global presence

COMPANY

$1.4bb 2012 revenue

7,000 associates

HQ: Chicago, IL

International offices:

Canada, Europe, Asia, Israel, Australia

Doing business in eleven countries and seven currencies

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What We Do

An Open, Connected Community

of Health™

Allscripts provides clinical, financial and

population health management

SOLUTIONS to physicians, health

systems, hospitals and post-acute

organizations.

We deliver insights that healthcare

providers require to generate world-class

outcomes and transform healthcare by

improving the quality and efficiency of

patient care.

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The Allscripts Difference: Unrivaled Footprint

Nodes of Care: ~45K ambulatory; ~2,700 acute; ~13,000 post-acute; ~1,200 other

Legend: Green : Ambulatory Red : Acute Yellow : Post Acute FacilitiesBlue : Other

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Why We Matter

1 of 3

MDs

1 of 2

Hospitals

~13,000

Post-acute Care Facilities

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Inevitable Shift to Value Based Care

VOLUME

Fragmented providers

and payments

No uniform quality

Fees for volume

Demand increasing

VALUE

Collaboration, connectivity

Clinical, financial data, analysis

Optimize outcomes

Accountable care

Source: HFMA “Value in Healthcare: Current State & Future Directions, June 2011

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Health Care Challenges = Allscripts Opportunities

Regulatory Requirements: Meaningful Use, ICD-10 & HIPPA

Opportunities:

upgrade revenue cycle systems

displace legacy competitors

strategic partnerships

Capital Constraints, Lack of Scale

Opportunities:

lever client base as a source of growth (consolidation)

managed services

cost effective offerings: SaaS, cloud-based, compelling TOC

Shift from Volume to Value-Based Care

Opportunities

“campus and community”

EHR and other solutions

consumer engagement

connectivity

population health management: care coordination, analytics

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MARKET LEADERSHIP

Depth and Breadth

STRATEGIC ADVANTAGES

Unique Value Proposition

FINANCIAL STABILITY

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Illustrative 2013 Accomplishments

Stability

Increased new Sunrise footprints by five (incl. three net new)

Renewed 7-year, $400mm contract with largest client, NSLIJ

90%+ acute clients committed to MU 2014 upgrades

Independednt & highly qualified BOD

Execution

Delivered complete Meaningful Use 2 and ICD-10 requirements ahead of time

Culture of accountability

Improved client satisfaction and third party rankings

Innovation & Investments

Invested ~$500mm in gross R&D + strategic M&A

New solutions: Care Director, Population Health Analytics, Sunrise Surgical Care

Enhanced talent bench

Growth Foundations

Added ~600 new clients (YTD 2013)

Established clear leadership in population health management

Record EHR agnostic solution sales: care management, post-acute, analytics and logistics

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2013 Execution: Sample Wins, Renewals and Expansions

North Shore-LIJ Health System, Manhasset, NY:

Managed IT Services

Phoenix Children’s Hospital, Phoenix, AZ:

Allscripts Sunrise™, Sunrise Ambulatory Care™, Sunrise Financial Manager™, dbMotion

Resolute Health, New Braunfels, TX:

Sunrise, dbMotion

PIH Health, Whittier, CA:

Sunrise, Allscripts Enterprise™, dbMotion, FollowMyHealth™, Care Management, Managed IT

Children’s of Alabama, Birmingham, AL:

Sunrise, FollowMyHealth, Sunrise Emergency Care™

Guam Regional Medical City:

Sunrise, Sunrise Financial Manager, Allscripts EPSi™

Kindred Healthcare, Louisville, KY:

dbMotion

HealthCare Partners, Torrance, CA:

Enterprise EHR, FollowMyHealth

Dameron Hospital, Stockton, CA:

Sunrise, FollowMyHealth, Care Management

Added, expanded and extended relationships across solutions portfolio

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On Deck: 2014 Focus

Multiple Growth Initiatives:

Core: EHR, Rev cycle

“Campus & community”

Managed IT Services

Global

Consistent Execution:

Client satisfaction

Lever resources - R&D

Client allignment strategy

Maintain Innovation Edge:

Mobility

Cloud

Upgrades and new solutions

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Population Health Management Platform

Connectivity & Care Coordination

dbMotion

FollowMyHealth™ Patient Portal

Allscripts Care Management Post Acute Allscripts Care Director™

Analytics

Sunrise EPSi™

Sunrise Clinical Analytics Clinical Quality Solutions (CQS) Allscripts Population Health Analytics

Population Health constituted 40% of Q3 2013 bookings, up 2x y/y

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Population Health Leadership By the Numbers

Connectivity

dbMotion

Integrates with 47

disparate systems at U.

Pittsburgh Medical

Center

dbMotion harmonizes

data from ~230

different EHRs

Utilized in ~500

hospitals globally

Care Coordination

Care Management/Director

Allscripts referral network

~23,000 electronic

referrals daily

~25% of all hospital

discharges1

EHR agnostic

Cloud-based

Patient Engagement

FollowMyHealth

~50,000 active

providers today

Patient owned

EHR agnostic

Untethered

Cloud-based

1. Refers to those hospital discharges requiring post-acute care. Sources: National Hospital Discharge Survey and Allscripts estimates.

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Los Angeles: Connected Communities of Health

Nodes of Care: ~700 ambulatory; ~35 acute; ~140 post-acute

Legend: Green : Ambulatory Red : Acute Yellow : Post Acute FacilitiesBlue : Other

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New York: Connected Communities of Health

Nodes of Care: ~1,200 ambulatory; ~80 acute; ~275 post-acute

Legend: Green : Ambulatory Red : Acute Yellow : Post Acute FacilitiesBlue : Other

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Ohio: Connected Communities of Health

Nodes of Care: ~2,200 ambulatory; ~190 acute; ~730 post-acute

Legend: Green : Ambulatory Red : Acute Yellow : Post Acute FacilitiesBlue : Other

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Harmonizing Data from Diverse Systems with Semantics

UMLS

ICD-10-CM

CPT

HL7 CVX

LOINC

ICD-10-PCS

HCFA HCPCS

OMB Race/Ethnicity Standards

NDC

DRG

CDT

Commercial Interface Terminologies

RxNorm

APC

SNOMED CT

Provider Taxonomy

ICD-9-CM

APDRG

HL7

Revenue Codes

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INCENTIVES

HEALTH SCORE +5 TARGET SCORE

Care Coordination / Connectivity

Financial Ops + Optimization

Accountable Care

Virtual Patient Record

Patient Portal

Physician Portal

Gap Analysis

Care Management

Care Coordinator

ANALYTICS

Single Source of Truth

Patient / Consumer Engagement

Parents

People like Me

Nutrition

Sleep Monitor

Scale

FitBit

Genomic Map

Children

Allscripts Community Health Platform

Cerner Epic Allscripts eClinicalWorks Athena

Core Clinical + Core Financial

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Patient Engagement –

Health Score in Development

Weight Exercise Sleep Happiness Triglycerides LDL HDL Environment Vaccinations Medications Alcohol, Drugs Nutrition Waist Circumference

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MARKET LEADERSHIP

STRATEGIC ADVANTAGES

Multiple opportunities

FINANCIAL STABILITY

Drive long term value

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2013 Financial Accomplishments

Stregnthened Financial Foundation

Completed ~$1bb in refinancing

Enhanced availability liquidity to >$400mm

Successful corporate ERP go-live

Enhanced Financial Consistency and Visibility

Revenue backlog $3.3bb +18% (vs. 12/31/12)

Recurring revenue 74% YTD vs. 70% in ’12 (76% in Q3 13)

SaaS bookings 32% YTD vs. 25% in ’12

Positioned for Growth

Bookings +14% YTD (through 9/30/13)

40% of bookings from population health management (Q3 13)

Invested ~$500mm in gross R&D + strategic M&A

Executed successful integration of strategic acqusitions

Improved Operational Effectiveness

Executed site consolidation plan

~$50mm invested to drive +$50mm in annual cost savings in 2014

Note: 2013-related financial data presented as of 9/30/13

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Flexible Capital Structure & Strong Liquidity

As of

($mm) 9/30/13 Maturity

Cash and Cash Equivalents $62

Revolver ($425mm total) $60 June 2018

Term Loan 222 June 2018

Total Senior Credit Facilities $282

1.25% Convertible Notes 345 June 2020

Total Debt $627

Book Value Equity 1,331

Total Book Capitalization $1,958

Total liquidity of over $400mm

Limited required cash repayments

2014 scheduled repayments of $17mm

Weighted average cash interest cost of <2.5%

Effective conversion price of $23.135 per share on Convertible Notes

Note: Total Senior Credit Facilities and 1.25% Convertible Notes amounts are notional principal amounts, gross of any debt discounts or original issue discounts required under GAAP. Source: Company filings

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Recent Results: Bookings Growth

Allscripts Quarterly Bookings Through 3Q 2013

Bookings $mm

$250

$200

$150

$100

$50

$0

14% YTD Growth

Q3 ‘12 Q4 ‘12 Q1 ‘13 Q2 ‘13 Q3 ‘13

Bookings $162 $181 $178 $214 $236

Bookings = value of new revenue from solutions sold to existing and first time clients. Excludes maintenance, transaction fees and client renewals.

Source: Company filings and publications.

Bookings are rounded to the nearest million.

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Translating Bookings to Allscripts Future Revenue

Snapshot of Trailing 12 Months (through 9/30/2013)

Bookings $810mm

GAAP Revenue $1,375mm

~ $350mm non-recurring

~$1,025mm recurring

Non-GAAP Adjusted EBITDA1

$185mm

1. Please see the non-GAAP reconciliation and related footnotes in the appendix to this presentation

Figures are rounded for illustrative purposes.

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Translating Bookings to Allscripts Future Revenue: Part 2

Revenue Baseline Year Year 1 Year 2 Year 3

Non-Recurring $350mm $350mm $375mm $375mm

Recurring* 1,025 1,025 1,025 1,025

From Baseline Year Bookings - 50 100 100

From Year 1 Bookings - - 50 100

From Year 2 Bookings - - - 50

TOTAL Revenue $1,375 $1,425 $1,550 $1,650

Bookings Baseline Year Year 1 Year 2

Non-Recurring $350mm $375mm $375mm

Recurring 460 500 500

TOTAL Bookings $810 $875 $875

*Assumption: Average 5-year revenue take-down and first year conversion at mid-year

NOTE: This table is for illustrative purposes only and should not be considered financial guidance.

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Financial Playbook 2014-2016

Revenue:

Realize flow-through from bookings to revenue, as illustrated

Continued laser-focus on client satisfaction

Maximize client retention (little revenue concentration outdise outsouring)

Gross Margins:

Focus on opportunities to improve in key areas performing significantly below competitive benchmarks (i.e. remote hosting, professional services)

Research and Development

Hold $$ investment steady

Drive higher yield from spend

SG&A

Drive $$ lower in 2014 and hold steady thereafter

OPPORTUNITY Top Line Growth

(+) Modest gross margin improvement

(+) Steady costs, growing in line with CPI

= Significant adjusted EDITDA and free cash flow leverage

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Long-Term Outlook

3-Year CAGR outlook (based on 2013 actual results):

Non-GAAP revenue expected to grow in the 5-8 percent range

Adjusted EBITDA expected to grow in the 18-22 percent range

NOTE: Please see disclaimer on page 2 of this presentation.

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January 2014

Allscripts

Investor Presentation

J.P. Morgan Healthcare Conference

AllscriptsTM


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January 2014

Allscripts

Investor Presentation

Appendix

AllscriptsTM


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Non-GAAP Reconciliations: Adjusted EBITDA for trailing twelve months (TTM) ended (9/30/13)

Allscripts Healthcare Solutions, Inc.

Non-GAAP Financial Information - Adjusted EBITDA (In millions)

Three Months Nine Months 12 Months

Ended Ended Ended

12/31/12 9/30/13 9/30/13

Net income/(loss), as reported ($24.3) ($83.4) ($107.7)

Income tax benefit (5.8) (30.2) ($36.0)

Interest expense (income) and other (income) expense (a) 2.2 15.6 $17.8

Stock-based compensation expense 12.7 27.8 $40.5

Depreciation and amortization 39.6 131.8 $171.4

Deferred revenue and other adjustments 0.3 7.2 $7.5

Provision for revenue deferral(b) 16.8 0.0 $16.8

Non-recurring expenses and transaction-related costs (c) 12.2 52.1 $64.2

Asset impairment charges 0.0 10.5 $10.5

Non-GAAP adjusted EBITDA $53.6 $131.4 $185.0

(a) Interest expense (income) and other (income) expense has been adjusted from the amounts presented in the statements of operations in order to remove the amortization of the fair value of the cash conversion option embedded in the 1.25% Cash Convertible Notes and deferred debt issuance costs from interest expense since such amortization is also included in depreciation and amortization. Interest expense (income) and other (income) expense has been adjusted from the amount presented in the statements of operations in order to remove the

(b) Provision for revenue deferral for the three months ended December 31, 2012 reflects a cumulative catch-up revenue deferral related to a change in how revenue is recognized for clients who have long-aged accounts receivable balances.

(c) Depreciation expense totaling approximately $0.4 million and $1.2 million has been excluded from non-recurring expenses for the nine months ended September 30, 2013, respectively, since these amounts are also included in depreciation and amortization. In addition, non-recurring expenses in the fourth quarter of 2012 relate to certain severance, legal, consulting, and other charges incurred in connection with activities that were considered one-time.

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January 2014

Allscripts

Investor Presentation

J.P. Morgan Healthcare Conference

AllscriptsTM