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): February 20, 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 2.02. | Results of Operations and Financial Condition. |
On February 20, 2014, Allscripts Healthcare Solutions, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the three and twelve months ended December 31, 2013. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is furnished herewith:
Exhibit No. |
Description | |
99.1 | Press release issued by Allscripts Healthcare Solutions, Inc. on February 20, 2014. |
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: February 20, 2014 | ||
By: | /s/ Richard Poulton | |
Richard J. Poulton Senior Vice President, Chief Financial Officer |
Allscripts announces fourth quarter and 2013 results
CHICAGO, Feb. 20, 2014 /PRNewswire/ -- Allscripts Healthcare Solutions, Inc. (NASDAQ: MDRX) ("Allscripts" or the "Company") today announced financial results for the three months and year ended December 31, 2013.
Fourth Quarter Highlights
"Allscripts fourth quarter 2013 results capped a defining year for the Company," said Paul M. Black, President and Chief Executive Officer of Allscripts. "We have been successful executing on key strategic initiatives, delivering on obligations and strengthening confidence with key clients, associates and shareholders."
Mr. Black continued, "The evidence of Allscripts market momentum can be seen in our performance as fourth quarter bookings grew 52 percent over the same period last year and full year 2013 bookings increased 23 percent. Looking ahead to 2014, the Company is well positioned to grow as we help our clients and prospects to navigate the global transition to value-based care."
Fourth Quarter Details
2013 Details
Please refer to Table 4 "Condensed Non-GAAP Financial Information" for a complete reconciliation of the GAAP and non-GAAP financial measures discussed in this news release. In addition, see the "Explanation of Non-GAAP Financial Measures" section in this news release for further discussion of these items.
Liquidity and Debt
As of December 31, 2013, Allscripts had total liquidity of approximately $411 million comprised of cash, marketable securities and undrawn amounts under its revolving credit facility.
In addition, on December 31, 2013, Allscripts had approximately $642 million of principal debt obligations, consisting of $345 million of its 1.25 percent Cash Convertible Notes and $297 million outstanding under its Senior Secured Credit Facilities.
Conference Call
Allscripts will conduct a conference call today, Thursday, February 20, 2014, at 4:30 PM Eastern Standard Time to discuss its earnings and other information. Participants may access the conference call via the Internet at http://investor.allscripts.com. Participants also may access the conference call by dialing (877) 303-0543 (toll free in the US) or +1 (973) 935-8787 (international) and requesting Conference ID #11273737.
A replay of the call will be available approximately two hours after the conclusion of the call, for a period of two weeks, at http://www.allscripts.com or by calling (855) 859-2056 or +1 (404) 537-3406 - Conference ID #58879564.
Supplemental and non-GAAP financial information also will be available at http://investor.allscripts.com.
Footnotes
(1) | Bookings reflect the value of executed contracts
for software, hardware, professional services, remote hosting, outsourcing and SaaS.
|
(2) | Population Health Management solutions are comprised of Allscripts Care Management, dbMotion, FollowMyHealth™ patient portal, Patient Flow, Care Director as well as Allscripts post-acute, decision support and clinical analytics solutions. |
About Allscripts
Allscripts (NASDAQ: MDRX) delivers the insights that healthcare providers require to generate world-class outcomes. The company's Electronic Health Record, practice management and other clinical, revenue cycle, connectivity and information solutions create an open, connected Community of Health™ for physicians, hospitals and post-acute organizations. To learn more about Allscripts, please visit www.allscripts.com, Twitter, YouTube and It Takes A Community: The Allscripts Blog.
© 2014 Allscripts Healthcare, LLC. All Rights Reserved.
Allscripts, the Allscripts logo, and other Allscripts marks are trademarks of Allscripts. Other company and product names featured herein may be the trademarks of their respective owners.
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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," and similar terms. 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 include, but are not limited to: the Company's failure to compete successfully; consolidation in the Company's industry; current and future laws, regulations and industry initiatives; the failure of markets in which the Company operates to develop as quickly as expected; increased government involvement in the Company's industry; the Company's or its customers' failure to see the benefits of government programs; changes in regulatory standards; changes in diagnosis and procedure coding; the effects of the realignment of the Company's sales, services, and support organizations; market acceptance of the Company's products and services; the sales cycle for the Company's products; the Company's ability to manage future growth; the Company's ability to introduce new products and services; risks related to the standardization of the Company's small office electronic health records and practice management systems; the Company's ability to establish and maintain strategic relationships; risks related to the acquisition of new companies or technologies; the performance of the Company's products; the Company's ability to protect its intellectual property rights; the outcome of legal proceedings involving the Company; the Company's ability to hire, retain and motivate key personnel; performance by the Company's content and service providers; liability for use of content; security breaches; price reductions; the Company's ability to license and integrate third party technologies; the Company's ability to maintain or expand its business with existing customers; risks related to international operations; changes in tax rates or laws; business disruptions; the Company's ability to maintain proper and effective internal controls; and asset impairment charges. Additional information about these and other factors can be found in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2012 and in other filings with the Securities and Exchange Commission, including 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). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
Table 1 | |||
Allscripts Healthcare Solutions, Inc. | |||
Condensed Consolidated Balance Sheets | |||
(In millions) | |||
(Unaudited) | |||
|
|
|
|
| December 31, |
| December 31, |
2013 |
| 2012 | |
ASSETS |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents | $63.0 |
| $104.0 |
Accounts receivable, net | 313.5 |
| 302.1 |
Deferred taxes, net | 55.5 |
| 56.5 |
Prepaid expenses and other current assets | 107.9 |
| 110.0 |
Total current assets | 539.9 |
| 572.6 |
Long-term marketable securities | 1.3 |
| 1.7 |
Fixed assets, net | 174.0 |
| 155.4 |
Software development costs, net | 88.2 |
| 95.6 |
Intangible assets, net | 456.0 |
| 427.0 |
Goodwill | 1,189.6 |
| 1,039.4 |
Deferred taxes, net | 7.4 |
| 7.5 |
Other assets | 163.3 |
| 50.3 |
Total assets | $2,619.7 |
| $2,349.5 |
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
Current liabilities: |
|
|
|
Accounts payable | $73.0 |
| $45.9 |
Accrued expenses | 96.5 |
| 93.1 |
Accrued compensation and benefits | 80.2 |
| 44.1 |
Deferred revenue | 251.0 |
| 255.7 |
Current maturities of long-term debt and capital lease obligations | 16.4 |
| 79.3 |
Total current liabilities | 517.1 |
| 518.1 |
Long-term debt | 545.1 |
| 362.7 |
Deferred revenue | 29.1 |
| 19.8 |
Deferred taxes, net | 79.7 |
| 125.9 |
Other liabilities | 130.6 |
| 38.7 |
Total liabilities | 1,301.6 |
| 1,065.2 |
Total stockholders' equity | 1,318.1 |
| 1,284.3 |
Total liabilities and stockholders' equity | $2,619.7 |
| $2,349.5 |
Table 2 | |||||||
Allscripts Healthcare Solutions, Inc. | |||||||
Condensed Consolidated Statements of Operations | |||||||
(In millions, except per-share amounts) | |||||||
(Unaudited) | |||||||
|
|
|
|
|
|
|
|
| Three Months Ended December 31, |
| Year Ended December 31, | ||||
| 2013 |
| 2012 |
| 2013 |
| 2012 |
Revenue: |
|
|
|
|
|
|
|
System sales | $27.6 |
| $29.1 |
| $113.6 |
| $145.3 |
Professional services | 61.2 |
| 68.9 |
| 230.5 |
| 270.5 |
Maintenance | 120.1 |
| 105.8 |
| 471.9 |
| 460.1 |
Transaction processing and other | 142.1 |
| 147.1 |
| 557.1 |
| 570.4 |
Total revenue | 351.0 |
| 350.9 |
| 1,373.1 |
| 1,446.3 |
Cost of revenue: |
|
|
|
|
|
|
|
System sales | 13.1 |
| 13.6 |
| 54.3 |
| 62.9 |
Professional services | 52.8 |
| 61.6 |
| 215.1 |
| 234.8 |
Maintenance | 36.1 |
| 36.5 |
| 143.9 |
| 145.4 |
Transaction processing and other | 88.1 |
| 84.8 |
| 340.1 |
| 331.3 |
Amortization of software development and acquisition-related assets (a) | 22.7 |
| 18.1 |
| 85.2 |
| 65.4 |
Total cost of revenue | 212.8 |
| 214.6 |
| 838.6 |
| 839.8 |
Gross profit | 138.2 |
| 136.3 |
| 534.5 |
| 606.5 |
Selling, general and administrative expenses | 109.2 |
| 104.3 |
| 419.6 |
| 384.4 |
Research and development | 47.9 |
| 50.0 |
| 199.8 |
| 162.1 |
Asset impairment charges | 1.0 |
| 0.0 |
| 11.5 |
| 11.1 |
Amortization of acquisition-related intangible assets | 7.6 |
| 8.6 |
| 31.2 |
| 35.6 |
(Loss) income from operations | (27.5) |
| (26.6) |
| (127.6) |
| 13.3 |
Interest expense (b) | (7.0) |
| (4.3) |
| (28.0) |
| (16.2) |
Other (expense) income, net | (0.2) |
| 0.8 |
| 7.3 |
| (14.6) |
Loss before income taxes | (34.7) |
| (30.1) |
| (148.3) |
| (17.5) |
Income tax benefit | 14.1 |
| 5.8 |
| 44.3 |
| 16.3 |
Net loss | ($20.6) |
| ($24.3) |
| ($104.0) |
| ($1.2) |
|
|
|
|
|
|
|
|
Loss per share - basic and diluted | ($0.12) |
| ($0.14) |
| ($0.59) |
| ($0.01) |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
Basic | 178.5 |
| 171.4 |
| 177.0 |
| 178.7 |
Diluted | 178.5 |
| 171.4 |
| 177.0 |
| 178.7 |
|
|
|
|
|
|
|
|
(a) Amortization of software development and acquisition-related assets includes: |
|
|
|
|
|
|
|
Amortization of capitalized software development costs | $11.4 |
| $11.3 |
| $44.1 |
| $37.0 |
Amortization of acquisition-related intangible assets | 11.3 |
| 6.8 |
| 41.1 |
| 28.4 |
| $22.7 |
| $18.1 |
| $85.2 |
| $65.4 |
|
(b) Interest expense for the three and twelve months ended December 31, 2013 includes non-cash amortization of the fair value of the cash conversion option embedded in the 1.25% Cash Convertible Notes totaling approximately $2.5 million and $5.3 million, respectively. Interest expense for the year ended December 31, 2013 also includes the write-off of approximately $3.9 million of deferred debt issuance costs associated with the refinancing of Allscripts' senior secured credit facilities. |
Table 3 | |||||||
Allscripts Healthcare Solutions, Inc. | |||||||
Condensed Consolidated Statements of Cash Flows | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
|
|
|
|
|
|
|
|
| Three Months Ended December 31, |
| Year Ended December 31, | ||||
| 2013 |
| 2012 |
| 2013 |
| 2012 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net loss | ($20.6) |
| ($24.3) |
| ($104.0) |
| ($1.2) |
Non-cash adjustments to net loss: |
|
|
|
|
|
|
|
Depreciation and amortization | 47.0 |
| 39.6 |
| 178.8 |
| 150.2 |
Stock-based compensation expense | 9.2 |
| 12.7 |
| 37.0 |
| 39.1 |
Other non-cash charges (credits), net | (9.6) |
| (15.0) |
| (34.9) |
| (2.7) |
Total non-cash adjustments to income | 46.6 |
| 37.3 |
| 180.9 |
| 186.6 |
Cash impact of changes in operating assets and liabilities | (8.3) |
| 45.1 |
| 4.1 |
| 37.2 |
Net cash provided by operating activities | 17.7 |
| 58.1 |
| 81.0 |
| 222.6 |
Cash flows from investing activities: |
|
|
|
|
|
|
|
Capital expenditures | (17.1) |
| (24.7) |
| (74.1) |
| (80.1) |
Capitalized software | (11.6) |
| (3.6) |
| (42.1) |
| (43.0) |
Cash paid for business acquisitions, net of cash acquired | 0.0 |
| 0.0 |
| (148.8) |
| 0.0 |
Sales and maturities of other investments | 0.1 |
| 0.0 |
| 12.9 |
| 0.1 |
Net cash used in investing activities | (28.6) |
| (28.3) |
| (252.1) |
| (123.0) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
Net proceeds from issuance of 1.25% cash convertible notes | (0.4) |
| 0.0 |
| 305.1 |
| 0.0 |
Proceeds from issuance of common stock | 0.1 |
| 1.5 |
| 11.4 |
| 5.5 |
Excess tax benefits from stock-based compensation | 0.6 |
| 2.9 |
| 3.9 |
| 3.5 |
Taxes paid related to net share settlement of equity awards | (1.8) |
| (5.9) |
| (9.7) |
| (10.3) |
Payments of acquisition financing obligations | 0.0 |
| 0.0 |
| (29.7) |
| 0.0 |
Senior secured debt borrowings (payments), net of financing costs | 14.7 |
| (17.8) |
| (149.1) |
| 72.3 |
Repurchase of common stock | 0.0 |
| (0.0) |
| 0.0 |
| (225.9) |
Net cash provided by (used in) financing activities | 13.2 |
| (19.3) |
| 131.9 |
| (154.9) |
Effect of exchange rate changes on cash and cash equivalents | (0.1) |
| (0.2) |
| (1.8) |
| 1.5 |
Net increase (decrease) in cash and cash equivalents | 2.2 |
| 10.3 |
| (41.0) |
| (53.8) |
Cash and cash equivalents, beginning of period | 60.8 |
| 93.7 |
| 104.0 |
| 157.8 |
Cash and cash equivalents, end of period | $63.0 |
| $104.0 |
| $63.0 |
| $104.0 |
Table 4 | |||||||
Allscripts Healthcare Solutions, Inc. | |||||||
Condensed Non-GAAP Financial Information | |||||||
(In millions, except per-share amounts) | |||||||
(Unaudited) | |||||||
|
|
|
|
|
|
|
|
| Three Months
|
| Three Months Ended |
| Year
|
| Year
|
| 12/31/13 |
| 12/31/12 |
| 12/31/13 |
| 12/31/12 |
Total revenue, as reported | $351.0 |
| $350.9 |
| $1,373.1 |
| $1,446.3 |
|
|
|
|
|
|
|
|
Deferred revenue and other adjustments | 2.6 |
| 0.3 |
| 9.8 |
| 2.1 |
Provision for revenue deferral | 0.0 |
| 16.8 |
| 0.0 |
| 16.8 |
Total non-GAAP revenue | $353.6 |
| $368.0 |
| $1,382.9 |
| $1,465.2 |
|
|
|
|
|
|
|
|
Gross profit, as reported | $138.2 |
| $136.3 |
| $534.5 |
| $606.5 |
|
|
|
|
|
|
|
|
Deferred revenue and other adjustments | 2.6 |
| 0.3 |
| 9.8 |
| 2.1 |
Provision for revenue deferral | 0.0 |
| 16.8 |
| 0.0 |
| 16.8 |
Acquisition-related amortization | 11.3 |
| 6.8 |
| 41.1 |
| 28.4 |
Stock-based compensation expense | 1.3 |
| 1.6 |
| 5.6 |
| 5.9 |
Non-recurring expenses and transaction-related costs (a) | 3.5 |
| 0.0 |
| 12.2 |
| 0.0 |
Total non-GAAP gross profit | $156.9 |
| $161.8 |
| $603.2 |
| $659.7 |
|
|
|
|
|
|
|
|
Operating income/(loss), as reported | ($27.5) |
| ($26.6) |
| ($127.6) |
| $13.3 |
|
|
|
|
|
|
|
|
Deferred revenue and other adjustments | 2.6 |
| 0.3 |
| 9.8 |
| 2.1 |
Provision for revenue deferral | 0.0 |
| 16.8 |
| 0.0 |
| 16.8 |
Acquisition-related amortization | 18.9 |
| 15.4 |
| 72.3 |
| 64.0 |
Stock-based compensation expense | 9.2 |
| 12.7 |
| 37.0 |
| 39.1 |
Non-recurring expenses and transaction-related costs (a) | 20.8 |
| 12.1 |
| 74.0 |
| 26.2 |
Non-cash asset impairment charges | 1.0 |
| 0.0 |
| 11.5 |
| 11.1 |
Total non-GAAP operating income | $25.0 |
| $30.7 |
| $77.0 |
| $172.6 |
|
|
|
|
|
|
|
|
Net loss, as reported | ($20.6) |
| ($24.3) |
| ($104.0) |
| ($1.2) |
|
|
|
|
|
|
|
|
Deferred revenue and other adjustments | 1.8 |
| 0.3 |
| 7.2 |
| 1.6 |
Provision for revenue deferral | 0.0 |
| 17.3 |
| 0.0 |
| 17.3 |
Acquisition-related amortization | 12.9 |
| 15.9 |
| 52.5 |
| 50.0 |
Stock-based compensation expense | 6.3 |
| 13.1 |
| 26.8 |
| 31.7 |
Non-recurring expenses and transaction-related costs | 14.2 |
| 12.5 |
| 54.0 |
| 22.5 |
Non-cash charges to interest expense and other | 1.8 |
| 0.0 |
| 7.4 |
| 0.0 |
Non-cash asset impairment charges | 0.6 |
| 0.0 |
| 8.6 |
| 9.4 |
Indemnification asset write-off | 0.0 |
| 0.0 |
| 0.0 |
| 13.6 |
Tax benefit | 0.0 |
| 0.0 |
| 0.0 |
| (16.0) |
Tax rate alignment | (3.0) |
| (6.7) |
| (4.3) |
| (8.6) |
Non-GAAP net income | $14.0 |
| $28.1 |
| $48.2 |
| $120.3 |
|
|
|
|
|
|
|
|
Tax rate | 32% |
| (3%) |
| 28% |
| 24% |
|
|
|
|
|
|
|
|
Weighted shares outstanding - diluted | 178.5 |
| 173.5 |
| 177.0 |
| 180.3 |
|
|
|
|
|
|
|
|
Loss per share - diluted, as reported | ($0.12) |
| ($0.14) |
| ($0.59) |
| ($0.01) |
|
|
|
|
|
|
|
|
Non-GAAP earnings per share - diluted | $0.08 |
| $0.16 |
| $0.27 |
| $0.67 |
|
|
|
|
|
|
|
|
Note: all adjustments to reconcile GAAP to non-GAAP net income are net of tax. | |||||||
| |||||||
(a) Non-recurring expenses and transaction-related costs included in cost of revenue and operating expenses are comprised of the following for the periods presented: | |||||||
|
|
|
|
|
|
|
|
| Three Months Ended |
| Three Months Ended |
| Year
|
| Year
|
|
|
|
| ||||
| 12/31/13 |
| 12/31/12 |
| 12/31/13 |
| 12/31/12 |
|
|
|
|
|
|
|
|
Cost of revenue: |
|
|
|
|
|
|
|
MyWay and other product consolidation costs included in cost of revenue | $3.5 |
| $0.0 |
| $12.2 |
| $0.0 |
Operating expenses: |
|
|
|
|
|
|
|
Severance and other costs | $11.1 |
| $12.1 |
| $42.5 |
| $22.6 |
MyWay product consolidation | 4.5 |
| 0.0 |
| 11.3 |
| 0.0 |
Transaction-related costs | 1.7 |
| 0.0 |
| 8.0 |
| 3.6 |
Total non-recurring expense and transaction-related costs included in operating expenses | $17.3 |
| $12.1 |
| $61.8 |
| $26.2 |
|
|
|
|
|
|
|
|
Total non-recurring expenses and transaction related costs | $20.8 |
| $12.1 |
| $74.0 |
| $26.2 |
Table 5 | |||||||
Allscripts Healthcare Solutions, Inc. | |||||||
Non-GAAP Financial Information - Adjusted EBITDA | |||||||
(In millions) | |||||||
(Unaudited) | |||||||
|
|
|
|
|
|
|
|
| Three Months
|
| Three Months
|
| Year
|
| Year
|
|
|
|
| ||||
| 12/31/13 |
| 12/31/12 |
| 12/31/13 |
| 12/31/12 |
Total revenue, as reported | $351.0 |
| $350.9 |
| $1,373.1 |
| $1,446.3 |
Provision for revenue deferral | - |
| 16.8 |
| - |
| 16.8 |
Deferred revenue and other adjustments | 2.6 |
| 0.3 |
| 9.8 |
| 2.1 |
Total non-GAAP revenue | $353.6 |
| $368.0 |
| $1,382.9 |
| $1,465.2 |
|
|
|
|
|
|
|
|
Net loss, as reported | ($20.6) |
| ($24.3) |
| ($104.0) |
| ($1.2) |
|
|
|
|
|
|
|
|
Income tax benefit | (14.1) |
| (5.8) |
| (44.3) |
| (16.3) |
Interest expense (income) and other (income) expense (a) | 3.9 |
| 2.2 |
| 19.5 |
| 25.5 |
Stock-based compensation expense | 9.2 |
| 12.7 |
| 37.0 |
| 39.1 |
Depreciation and amortization | 47.0 |
| 39.6 |
| 178.8 |
| 150.2 |
Deferred revenue and other adjustments | 2.6 |
| 0.3 |
| 9.8 |
| 2.1 |
Provision for revenue deferral | - |
| 16.8 |
| - |
| 16.8 |
Non-recurring expenses and transaction-related costs (b) | 19.5 |
| 12.1 |
| 71.5 |
| 26.2 |
Asset impairment charges | 1.0 |
| - |
| 11.5 |
| 11.1 |
|
|
|
|
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|
|
Non-GAAP adjusted EBITDA | $48.5 |
| $53.6 |
| $179.8 |
| $253.5 |
|
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|
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Non-GAAP adjusted EBITDA margin (c) | 14% |
| 15% |
| 13% |
| 17% |
|
(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 costsfrom interest expense since such amortization is also included in depreciation and amortization. |
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(b) Depreciation expense totaling approximately $1.3 million and $2.5 million has been excluded from non-recurring expenses for the three months and year ended December 31, 2013, respectively, since these amounts are also included in depreciation and amortization. |
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(c) Non-GAAP adjusted EBITDA margin is calculated by dividing Non-GAAP adjusted EBITDA by Total non-GAAP revenue. |
Table 6 | |||||||||||||||||||
Allscripts Healthcare Solutions, Inc. | |||||||||||||||||||
Supplemental Data Sheet | |||||||||||||||||||
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(unaudited) | |||||||||||||||||||
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| Pct Change | ||||||||||||||||
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| CY 2012 |
| CY 2013 |
| YTD |
| 2013/2012 |
| 2013/2012 | ||||||||||
| Q1
| Q2
| Q3
| Q4
|
| Q1
| Q2
| Q3
| Q4
|
| CY
| CY
|
| Q1 | Q2 | Q3 | Q4 |
| YTD |
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Bookings | $194.6 | $194.1 | $161.8 | $180.7 |
| $177.7 | $214.1 | $235.8 | $273.9 |
| $731.2 | $901.5 |
| -8.7% | 10.3% | 45.7% | 51.6% |
| 23.3% |
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Contract Backlog: |
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Systems | $126 | $122 | $111 | $107 |
| $101 | $96 | $100 | $129 |
| $107 | $129 |
| -19.8% | -21.3% | -9.9% | 20.6% |
| 20.6% |
Professional services | 375 | 381 | 395 | 376 |
| 387 | 384 | 378 | 378 |
| 376 | 378 |
| 3.2% | 0.8% | -4.3% | 0.5% |
| 0.5% |
Maintenance | 853 | 849 | 860 | 875 |
| 843 | 845 | 832 | 827 |
| 875 | 827 |
| -1.2% | -0.5% | -3.3% | -5.5% |
| -5.5% |
Transaction processing and other | 1,509 | 1,485 | 1,461 | 1,450 |
| 1,413 | 1,871 | 2,002 | 2,073 |
| 1,450 | 2,073 |
| -6.4% | 26.0% | 37.0% | 43.0% |
| 43.0% |
Total Contract Backlog | $2,863 | $2,837 | $2,827 | $2,808 |
| $2,744 | $3,196 | $3,312 | $3,407 |
| $2,808 | $3,407 |
| -4.2% | 12.7% | 17.2% | 21.3% |
| 21.3% |
Explanation of Non-GAAP Financial Measures
Allscripts reports its financial results in accordance with U.S. generally accepted accounting principles, or GAAP. To supplement this information, Allscripts presents in this release non-GAAP revenue, gross profit, operating income and net income, including non-GAAP net income on a per share basis, and Adjusted EBITDA, which are non-GAAP financial measures under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended.
Deferred Revenue and Other Adjustments. Deferred revenue and other adjustments includes acquisition-related deferred revenue adjustments which reflect the fair value adjustments to deferred revenues acquired in business acquisitions. The fair value of deferred revenue represents an amount equivalent to the estimated cost plus an appropriate profit margin, to perform services related to the acquiree's software and product support, which assumes a legal obligation to do so, based on the deferred revenue balances as of the acquisition date. Also included are adjustments for changes in the fair value of a warrant issued to a commercial partner and the effects of straight-lining contractual pricing adjustments over the performance period. Allscripts adds back deferred revenue and other adjustments for its non-GAAP financial measures because it believes the inclusion of this amount directly correlates to the underlying performance of Allscripts operations.
Provision for Revenue Deferral. Provision for Revenue Deferral reflects a non-recurring revenue deferral related to clients who have long-aged accounts receivable balances.
Acquisition-Related Amortization. Acquisition-related amortization expense is a non-cash expense arising primarily from the acquisition of intangible assets in connection with acquisitions or investments. Allscripts excludes acquisition-related amortization expense from non-GAAP gross profit, non-GAAP operating income and non-GAAP net income because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Allscripts business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Investors should note that the use of these intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and the related amortization expense will recur in future periods.
Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock awards to employees. Allscripts excludes stock-based compensation expense from non-GAAP gross profit, non-GAAP operating income non-GAAP net income and Adjusted EBITDA because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Allscripts business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods and such expense will recur in future periods.
Non-Recurring Expenses and Transaction-Related Costs. Non-recurring expenses in the fourth quarter of 2013 relate to certain severance, product consolidation, legal, consulting, and other charges incurred in connection with activities that are considered one-time.
Transaction-related costs during the fourth quarter of 2013 are deferred compensation expenses, incurred in connection with the acquisitions of dbMotion, Ltd. and Jardogs. Allscripts excludes non-recurring expenses and transaction-related costs from non-GAAP gross profit, non-GAAP operating income, non-GAAP net income and Adjusted EBITDA because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Allscripts business operations and (ii) such expenses can vary significantly between periods.
Non-Cash Charges to Interest Expense and Other. Non-cash charges to interest expense and other includes the write-off of deferred debt issuance costs associated with the refinancing of the Company's credit facilities during the second quarter of 2013 and non-cash amortization of the fair value of the cash conversion option embedded in the 1.25 percent Cash Convertible Notes issued by Allscripts during the second quarter of 2013. Also included in this amount are non-cash adjustments to reflect changes in the fair value of derivative financial instruments related to the 1.25 percent Cash Convertible Notes that do not qualify for hedge accounting treatment.
Non-Cash Asset Impairment Charges. Asset impairment charges during the three months and year ended December 31, 2013 relate primarily to product consolidation activities associated with the dbMotion acquisition in the first quarter of 2013 and additional asset impairment related to converging the MyWay Electronic Health Record System ("MyWay") with the Professional Suite Electronic Health Record System ("Professional Suite").
On October 3, 2012, Allscripts announced a plan to standardize its small office electronic health record and practice management systems. As part of this plan, Allscripts will converge, over time, its MyWay and Professional Suite solutions. As a result, the Company recorded an $11.1 million non-cash charge to earnings in the quarter ended September 30, 2012 related to the impairment of previously capitalized software development costs for MyWay plus the net carrying value of a perpetual license for certain software code incorporated in MyWay.
Settlement of Acquired Tax Position. Pursuant to the Framework Agreement between Misys plc and Allscripts signed in 2010, Misys plc agreed to indemnify Allscripts against potential contingent tax liabilities for which it could be potentially liable, arising from Allscripts' purchase of Allscripts shares from Misys plc in 2010.
During the three months ended September 30, 2012, Allscripts settled the acquired tax position indemnified by Misys plc for an amount less than the carrying value of the unrecognized tax liability totaling $29 million. Accordingly, the result for GAAP purposes was the write-off of the remaining tax indemnification asset totaling $16 million, on a pre-tax basis. This charge is substantially not deductible for tax purposes. In addition, the Company decreased its unrecognized tax liability and recorded an offsetting tax benefit of $16 million for the three months ended September 30, 2012. More details on this topic are available on Forms S-4, 10-K and 10-Q filed with the Securities and Exchange Commission on June 29, 2010, February 29, 2012 and August 9, 2012, respectively, as well as in other Company filings with the Securities and Exchange Commission.
Tax Rate Alignment. Tax adjustment to align the current quarter's effective tax rate to the expected annual non-GAAP effective tax rate. Accordingly, the non-GAAP effective tax rate for the year ended December 31, 2013 excludes the impact of a deferred tax asset valuation allowance adjustments recorded in the third quarter during the year.
Management also believes that non-GAAP revenue, gross profit, operating income, net income and non-GAAP net income on a per share basis, and Adjusted EBITDA provide useful supplemental information to management and investors regarding the underlying performance of Allscripts' business operations. Acquisition accounting adjustments made in accordance with GAAP can make it difficult to make meaningful comparisons of the underlying operations of the business without considering the non-GAAP adjustments provided and discussed herein. Management also uses this information internally for forecasting and budgeting, as it believes that these measures are indicative of core operating results. In addition, management may use non-GAAP revenue, operating income, net income and/or Adjusted EBITDA to measure achievement under Allscripts' stock and cash incentive compensation plans. Note, however, that non-GAAP revenue, gross profit, operating income and net income and non-GAAP net income on a per share basis and Adjusted EBITDA are performance measures only, and they do not provide any measure of cash flow or liquidity. Non-GAAP financial measures are not in accordance with, or an alternative for, measures of financial performance prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Allscripts results of operations as determined in accordance with GAAP. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures with GAAP financial measures with GAAP financial measures contained within the attached condensed consolidated financial statements.
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CONTACT: Investors, Seth Frank, 312-506-1213, seth.frank@allscripts.com; or Media, Concetta Di Franco, +1 312-447-2466, concetta.difranco@allscripts.com