UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code:
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Name of Each Exchange on which Registered |
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(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 2.01Completion of Acquisition or Disposition of Assets.
On December 31, 2020, Allscripts Healthcare, LLC, a North Carolina limited liability company (“Allscripts Healthcare”) and subsidiary of Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), completed the previously-announced divestiture of substantially all of the assets of Allscripts Healthcare’s business commonly referred to as its CarePort Health business (“CarePort Business”) to Carbonite Buyer, Inc., a Delaware corporation (“Carbonite”), pursuant to a Purchase Agreement dated October 12, 2020, for a purchase price of $1.35 billion (the “CarePort Divestiture”). The CarePort Divestiture was structured as a sale of assets primarily related to the CarePort Business (and the transfer of certain liabilities in connection therewith) by Allscripts Healthcare to Carbonite.
The CarePort Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 15, 2020 and is incorporated herein by reference.
Item 3.02Unregistered Sales of Equity Securities.
The Company completed the issuance of a warrant to a commercial partner on December 31, 2020, as part of a new and expanded commercial relationship, pursuant to which the warrant holder has the right to purchase 1.5 million shares of the Company’s common stock at an exercise price of $9.82 per share (the closing price of the Company’s common stock on the date definitive agreements with respect to the new and expanded commercial relationship were executed), subject to customary anti-dilution adjustments. The warrant vests in four equal annual installments of 375,000 shares beginning on December 31, 2020 with each additional installment vesting annually thereafter. The warrant expires on December 31, 2026 and becomes void if certain specified changes to the parties’ commercial relationship occur. The warrant was issued and sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act and rules promulgated thereunder and corresponding provisions of state securities laws. The commercial partner is an “accredited investor” as defined in Rule 501(a) under the Securities Act.
Item 7.01Regulation FD Disclosure.
On January 4, 2021, the Company issued a press release announcing the completion of the CarePort Divestiture. A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated financial information of the Company giving effect to the CarePort Divestiture is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
(d) Exhibits.
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Exhibit Number |
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Exhibit Description |
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99.1 |
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Press release issued by Allscripts Healthcare Solutions, Inc. on January 4, 2021 |
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99.2 |
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Unaudited Pro Forma Consolidated Financial Information of the Company |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. |
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Date: January 4, 2021 |
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By: |
/s/ Eric Jacobson |
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Eric Jacobson |
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Senior Vice President and Corporate Secretary |
Exhibit 99.1
Allscripts closes previously announced sale of CarePort Health business
CHICAGO – January 4, 2021 – On December 31, 2020, Allscripts (NASDAQ: MDRX) closed the previously announced sale of its CarePort Health business to WellSky® Corporation for $1.35 billion. CarePort solutions assist hundreds of hospitals and thousands of post-acute care providers to efficiently coordinate and transition patients through different settings of care.
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 and consumers to make better decisions, delivering better care for healthier populations. To learn more, visit www.allscripts.com, Twitter, YouTube and The Allscripts Blog.
###
© 2021 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:
Stephen Shulstein
312-386-6735
Stephen.Shulstein@allscripts.com
Media:
Concetta Rasiarmos
312-447-2466
concetta.rasiarmos@allscripts.com
Exhibit 99.2
Allscripts Healthcare Solutions, Inc.
Summary of Unaudited Pro Forma Financial Information
(Dollars in thousands, except per share amounts)
Overview
On December 31, 2020, Allscripts Healthcare, LLC, a North Carolina limited liability company (“Allscripts Healthcare”) and subsidiary of Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), completed the previously-announced divestiture of substantially all of the assets of Allscripts Healthcare’s business commonly referred to as its CarePort Health business (“CarePort Business”) to Carbonite Buyer, Inc., a Delaware corporation (“Carbonite”), pursuant to a Purchase Agreement dated October 12, 2020, for a purchase price of $1.35 billion (the “CarePort Divestiture”). The CarePort Divestiture was structured as a sale of assets primarily related to the CarePort Business (and the transfer of certain liabilities in connection therewith) by Allscripts Healthcare to Carbonite.
Basis of Presentation
The unaudited pro forma consolidated balance sheet as of September 30, 2020 provides the financial position of the Company giving effect to the disposition of the CarePort Business. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2020 and the years ended December 31, 2019, 2018 and 2017 have been prepared to show the operating results of the Company giving effect to the disposition of the CarePort Business as if the transaction 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 October 30, 2020 and the audited consolidated financial statements for the years ended December 31, 2019, 2018 and 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2020.
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 financial performance and financial position would have been without the consolidation of the CarePort Business for the periods presented. Actual results may differ significantly from those reflected here in the unaudited pro forma consolidated financial statements for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma condensed consolidated financial statements and actual results had the transaction actually occurred on January 1, 2017.
Financial Tables Follow
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
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(In thousands, except per share amounts) |
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Allscripts Historical (A) |
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Sale of CarePort |
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Pro Forma |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
218,701 |
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$ |
404,862 |
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(C) |
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$ |
623,563 |
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Restricted cash |
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6,209 |
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0 |
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6,209 |
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Accounts receivable, net of allowance of $37,025 as of September 30, 2020 |
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381,888 |
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(20,636 |
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(D) |
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361,252 |
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Contract assets, net of allowance of $1,068 as of September 30, 2020 |
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101,333 |
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(1,148 |
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100,185 |
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Prepaid expenses and other current assets |
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135,869 |
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(2,142 |
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133,727 |
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Assets held for sale |
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104,782 |
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0 |
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104,782 |
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Total current assets |
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948,782 |
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380,936 |
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1,329,718 |
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Fixed assets, net |
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70,027 |
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(61 |
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69,966 |
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Software development costs, net |
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241,656 |
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(10,977 |
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230,679 |
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Intangible assets, net |
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329,011 |
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(5,915 |
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323,096 |
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Goodwill |
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1,287,197 |
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(313,243 |
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973,954 |
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Deferred taxes, net |
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5,881 |
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(321 |
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5,560 |
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Contract assets - long-term, net of allowance of $4,273 as of September 30, 2020 |
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42,805 |
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(765 |
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42,040 |
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Right-of-use assets - operating leases |
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102,217 |
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(822 |
) |
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101,395 |
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Other assets |
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118,689 |
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(1,196 |
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117,493 |
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Total assets |
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$ |
3,146,265 |
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$ |
47,636 |
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$ |
3,193,901 |
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF SEPTEMBER 30, 2020
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(In thousands, except per share amounts) |
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Allscripts Historical (A) |
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Sale of CarePort |
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Pro Forma |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
53,627 |
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$ |
327,954 |
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(E) |
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$ |
381,581 |
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Accrued expenses |
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166,180 |
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(381 |
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165,799 |
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Accrued compensation and benefits |
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97,515 |
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(1,349 |
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96,166 |
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Deferred revenue |
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339,239 |
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(28,539 |
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310,700 |
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Current maturities of long-term debt |
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48,293 |
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(48,293 |
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(F) |
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0 |
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Current operating lease liabilities |
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22,317 |
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(320 |
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21,997 |
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Liabilities related to assets held for sale |
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17,479 |
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0 |
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17,479 |
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Total current liabilities |
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744,650 |
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249,072 |
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993,722 |
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Long-term debt |
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1,026,048 |
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(816,707 |
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(F) |
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209,341 |
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Deferred revenue |
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11,570 |
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(943 |
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10,627 |
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Deferred taxes, net |
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24,534 |
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(4,498 |
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20,036 |
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Long-term operating lease liabilities |
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98,866 |
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(552 |
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98,314 |
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Other liabilities |
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32,210 |
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0 |
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32,210 |
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Total liabilities |
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1,937,878 |
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(573,628 |
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1,364,250 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of September 30, 2020 |
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0 |
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0 |
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0 |
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Common stock: $0.01 par value, 349,000 shares authorized as of September 30, 2020; 274,471 and 157,978 shares issued and outstanding as of September 30, 2020, respectively |
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2,744 |
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0 |
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2,744 |
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Treasury stock: at cost, 116,493 shares as of September 30, 2020 |
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(625,246 |
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0 |
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(625,246 |
) |
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Additional paid-in capital |
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1,929,396 |
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0 |
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1,929,396 |
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Accumulated deficit |
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(94,706 |
) |
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621,264 |
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(G) |
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526,558 |
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Accumulated other comprehensive loss |
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(3,801 |
) |
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0 |
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(3,801 |
) |
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Total stockholders’ equity |
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1,208,387 |
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|
621,264 |
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1,829,651 |
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Total liabilities and stockholders’ equity |
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$ |
3,146,265 |
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$ |
47,636 |
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$ |
3,193,901 |
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
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(In thousands, except per share amounts) |
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Allscripts Historical (A) |
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CarePort Historical |
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Pro Forma |
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Revenue: |
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Software delivery, support and maintenance |
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$ |
770,180 |
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$ |
(71,168 |
) |
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$ |
699,012 |
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Client services |
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454,786 |
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(4,146 |
) |
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450,640 |
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Total revenue |
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1,224,966 |
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(75,314 |
) |
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1,149,652 |
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Cost of revenue: |
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Software delivery, support and maintenance |
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225,879 |
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(5,253 |
) |
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220,626 |
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Client services |
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420,185 |
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(5,576 |
) |
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414,609 |
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Amortization of software development and acquisition-related assets |
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95,860 |
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(3,257 |
) |
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|
92,603 |
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Total cost of revenue |
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741,924 |
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(14,086 |
) |
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727,838 |
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Gross profit |
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483,042 |
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(61,228 |
) |
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421,814 |
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Selling, general and administrative expenses |
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309,139 |
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(8,214 |
) |
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300,925 |
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Research and development |
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158,913 |
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(3,819 |
) |
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155,094 |
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Asset impairment charges |
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|
210 |
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0 |
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|
210 |
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Amortization of intangible and acquisition-related assets |
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19,347 |
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0 |
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19,347 |
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Loss from operations |
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(4,567 |
) |
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(49,195 |
) |
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(53,762 |
) |
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Interest expense |
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(31,280 |
) |
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|
13,149 |
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(H) |
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(18,131 |
) |
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Other income, net |
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45 |
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0 |
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45 |
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Impairment of long-term investments |
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(1,575 |
) |
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0 |
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(1,575 |
) |
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Equity in net income of unconsolidated investments |
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17,417 |
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0 |
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17,417 |
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Loss before income taxes |
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(19,960 |
) |
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(36,046 |
) |
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(56,006 |
) |
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Income tax provision |
|
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(7,457 |
) |
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|
9,372 |
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|
1,915 |
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Net loss |
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(27,417 |
) |
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|
(26,674 |
) |
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|
(54,091 |
) |
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Net loss attributable to non-controlling interests |
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0 |
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0 |
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0 |
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Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders |
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$ |
(27,417 |
) |
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$ |
(26,674 |
) |
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$ |
(54,091 |
) |
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Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share - Basic |
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$ |
(0.17 |
) |
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$ |
(0.16 |
) |
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$ |
(0.33 |
) |
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Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share - Diluted |
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$ |
(0.17 |
) |
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$ |
(0.16 |
) |
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$ |
(0.33 |
) |
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Basic weighted average shares outstanding |
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162,092 |
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162,092 |
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Diluted weighted average shares outstanding |
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162,092 |
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162,092 |
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
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(In thousands, except per share amounts) |
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Allscripts Historical (B) |
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CarePort Historical |
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Pro Forma |
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|||
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Revenue: |
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Software delivery, support and maintenance |
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$ |
1,126,486 |
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|
$ |
(85,819 |
) |
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$ |
1,040,667 |
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Client services |
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|
645,191 |
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|
(6,887 |
) |
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|
|
|
638,304 |
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Total revenue |
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|
1,771,677 |
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|
|
(92,706 |
) |
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|
|
|
1,678,971 |
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Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
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|
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Software delivery, support and maintenance |
|
|
358,946 |
|
|
|
(7,909 |
) |
|
|
|
|
351,037 |
|
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Client services |
|
|
583,111 |
|
|
|
(4,998 |
) |
|
|
|
|
578,113 |
|
|
Amortization of software development and acquisition-related assets |
|
|
116,040 |
|
|
|
(2,861 |
) |
|
|
|
|
113,179 |
|
|
Total cost of revenue |
|
|
1,058,097 |
|
|
|
(15,768 |
) |
|
|
|
|
1,042,329 |
|
|
Gross profit |
|
|
713,580 |
|
|
|
(76,938 |
) |
|
|
|
|
636,642 |
|
|
Selling, general and administrative expenses |
|
|
419,774 |
|
|
|
(12,607 |
) |
|
|
|
|
407,167 |
|
|
Research and development |
|
|
254,509 |
|
|
|
(4,879 |
) |
|
|
|
|
249,630 |
|
|
Asset impairment charges |
|
|
10,837 |
|
|
|
0 |
|
|
|
|
|
10,837 |
|
|
Goodwill impairment charge |
|
|
25,700 |
|
|
|
0 |
|
|
|
|
|
25,700 |
|
|
Amortization of intangible and acquisition-related assets |
|
|
27,216 |
|
|
|
0 |
|
|
|
|
|
27,216 |
|
|
Loss from operations |
|
|
(24,456 |
) |
|
|
(59,452 |
) |
|
|
|
|
(83,908 |
) |
|
Interest expense |
|
|
(43,172 |
) |
|
|
20,699 |
|
|
(H) |
|
|
(22,473 |
) |
|
Other loss, net |
|
|
(138,902 |
) |
|
|
0 |
|
|
|
|
|
(138,902 |
) |
|
Impairment of long-term investments |
|
|
(651 |
) |
|
|
0 |
|
|
|
|
|
(651 |
) |
|
Equity in net income of unconsolidated investments |
|
|
665 |
|
|
|
0 |
|
|
|
|
|
665 |
|
|
Loss before income taxes |
|
|
(206,516 |
) |
|
|
(38,753 |
) |
|
|
|
|
(245,269 |
) |
|
Income tax benefit |
|
|
23,914 |
|
|
|
10,076 |
|
|
|
|
|
33,990 |
|
|
Net loss |
|
|
(182,602 |
) |
|
|
(28,677 |
) |
|
|
|
|
(211,279 |
) |
|
Net loss attributable to non-controlling interests |
|
|
424 |
|
|
|
0 |
|
|
|
|
|
424 |
|
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders |
|
$ |
(182,178 |
) |
|
$ |
(28,677 |
) |
|
|
|
$ |
(210,855 |
) |
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share - Basic |
|
$ |
(1.10 |
) |
|
$ |
(0.17 |
) |
|
|
|
$ |
(1.27 |
) |
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share - Diluted |
|
$ |
(1.10 |
) |
|
$ |
(0.17 |
) |
|
|
|
$ |
(1.27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
166,306 |
|
|
|
|
|
|
|
|
|
166,306 |
|
|
Diluted weighted average shares outstanding |
|
|
166,306 |
|
|
|
|
|
|
|
|
|
166,306 |
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
|
(In thousands, except per share amounts) |
|
Allscripts Historical (B) |
|
|
CarePort Historical |
|
|
Pro Forma |
|
|||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
$ |
1,128,263 |
|
|
$ |
(82,099 |
) |
|
$ |
1,046,164 |
|
|
Client services |
|
|
621,699 |
|
|
|
(7,167 |
) |
|
|
614,532 |
|
|
Total revenue |
|
|
1,749,962 |
|
|
|
(89,266 |
) |
|
|
1,660,696 |
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
|
357,039 |
|
|
|
(6,492 |
) |
|
|
350,547 |
|
|
Client services |
|
|
565,504 |
|
|
|
(4,828 |
) |
|
|
560,676 |
|
|
Amortization of software development and acquisition-related assets |
|
|
102,876 |
|
|
|
(3,440 |
) |
|
|
99,436 |
|
|
Total cost of revenue |
|
|
1,025,419 |
|
|
|
(14,760 |
) |
|
|
1,010,659 |
|
|
Gross profit |
|
|
724,543 |
|
|
|
(74,506 |
) |
|
|
650,037 |
|
|
Selling, general and administrative expenses |
|
|
450,967 |
|
|
|
(11,924 |
) |
|
|
439,043 |
|
|
Research and development |
|
|
268,409 |
|
|
|
(4,446 |
) |
|
|
263,963 |
|
|
Asset impairment charges |
|
|
58,166 |
|
|
|
0 |
|
|
|
58,166 |
|
|
Goodwill impairment charge |
|
|
13,466 |
|
|
|
0 |
|
|
|
13,466 |
|
|
Amortization of intangible and acquisition-related assets |
|
|
26,587 |
|
|
|
0 |
|
|
|
26,587 |
|
|
Loss from operations |
|
|
(93,052 |
) |
|
|
(58,136 |
) |
|
|
(151,188 |
) |
|
Interest expense |
|
|
(50,914 |
) |
|
|
0 |
|
|
|
(50,914 |
) |
|
Other income, net |
|
|
74 |
|
|
|
0 |
|
|
|
74 |
|
|
Gain on sale of businesses, net |
|
|
172,258 |
|
|
|
0 |
|
|
|
172,258 |
|
|
Impairment of long-term investments |
|
|
(15,487 |
) |
|
|
0 |
|
|
|
(15,487 |
) |
|
Equity in net income of unconsolidated investments |
|
|
259 |
|
|
|
0 |
|
|
|
259 |
|
|
Income from continuing operations before income taxes |
|
|
13,138 |
|
|
|
(58,136 |
) |
|
|
(44,998 |
) |
|
Income tax provision |
|
|
(469 |
) |
|
|
15,115 |
|
|
|
14,646 |
|
|
Income from continuing operations, net of tax |
|
|
12,669 |
|
|
|
(43,021 |
) |
|
|
(30,352 |
) |
|
Loss from discontinued operations |
|
|
(72,836 |
) |
|
|
0 |
|
|
|
(72,836 |
) |
|
Gain on sale of Netsmart |
|
|
500,471 |
|
|
|
0 |
|
|
|
500,471 |
|
|
Income tax effect on discontinued operations |
|
|
(32,497 |
) |
|
|
0 |
|
|
|
(32,497 |
) |
|
Income from discontinued operations, net of tax |
|
|
395,138 |
|
|
|
0 |
|
|
|
395,138 |
|
|
Net income |
|
|
407,807 |
|
|
|
(43,021 |
) |
|
|
364,786 |
|
|
Net loss attributable to non-controlling interests |
|
|
4,527 |
|
|
|
0 |
|
|
|
4,527 |
|
|
Accretion of redemption preference on redeemable convertible non-controlling interest - discontinued operations |
|
|
(48,594 |
) |
|
|
0 |
|
|
|
(48,594 |
) |
|
Net income attributable to Allscripts Healthcare Solutions, Inc. stockholders |
|
$ |
363,740 |
|
|
$ |
(43,021 |
) |
|
$ |
320,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Allscripts Healthcare Solutions, Inc. stockholders per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.10 |
|
|
$ |
(0.25 |
) |
|
$ |
(0.15 |
) |
|
Discontinued operations |
|
|
1.97 |
|
|
|
0.00 |
|
|
|
1.97 |
|
|
Net income attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
2.07 |
|
|
$ |
(0.25 |
) |
|
$ |
1.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.10 |
|
|
$ |
(0.20 |
) |
|
$ |
(0.10 |
) |
|
Discontinued operations |
|
|
1.94 |
|
|
|
0.00 |
|
|
|
1.94 |
|
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
2.04 |
|
|
$ |
(0.20 |
) |
|
$ |
1.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
176,038 |
|
|
|
|
|
|
|
176,038 |
|
|
Diluted weighted average shares outstanding |
|
|
178,529 |
|
|
|
|
|
|
|
178,529 |
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2017
|
(In thousands, except per share amounts) |
|
Allscripts Historical (B) |
|
|
CarePort Historical |
|
|
Pro Forma |
|
|||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
$ |
958,187 |
|
|
$ |
(84,694 |
) |
|
$ |
873,493 |
|
|
Client services |
|
|
539,521 |
|
|
|
(8,410 |
) |
|
|
531,111 |
|
|
Total revenue |
|
|
1,497,708 |
|
|
|
(93,104 |
) |
|
|
1,404,604 |
|
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Software delivery, support and maintenance |
|
|
295,593 |
|
|
|
(6,012 |
) |
|
|
289,581 |
|
|
Client services |
|
|
484,591 |
|
|
|
(4,765 |
) |
|
|
479,826 |
|
|
Amortization of software development and acquisition-related assets |
|
|
84,725 |
|
|
|
(3,532 |
) |
|
|
81,193 |
|
|
Total cost of revenue |
|
|
864,909 |
|
|
|
(14,309 |
) |
|
|
850,600 |
|
|
Gross profit |
|
|
632,799 |
|
|
|
(78,795 |
) |
|
|
554,004 |
|
|
Selling, general and administrative expenses |
|
|
400,688 |
|
|
|
(5,940 |
) |
|
|
394,748 |
|
|
Research and development |
|
|
202,282 |
|
|
|
(3,055 |
) |
|
|
199,227 |
|
|
Amortization of intangible and acquisition-related assets |
|
|
17,345 |
|
|
|
0 |
|
|
|
17,345 |
|
|
Income from operations |
|
|
12,484 |
|
|
|
(69,800 |
) |
|
|
(57,316 |
) |
|
Interest expense |
|
|
(37,540 |
) |
|
|
0 |
|
|
|
(37,540 |
) |
|
Other income, net |
|
|
(512 |
) |
|
|
0 |
|
|
|
(512 |
) |
|
Impairment of and losses on long-term investments |
|
|
(165,290 |
) |
|
|
0 |
|
|
|
(165,290 |
) |
|
Equity in net income of unconsolidated investments |
|
|
821 |
|
|
|
0 |
|
|
|
821 |
|
|
Loss from continuing operations before income taxes |
|
|
(190,037 |
) |
|
|
(69,800 |
) |
|
|
(259,837 |
) |
|
Income tax benefit |
|
|
5,514 |
|
|
|
18,148 |
|
|
|
23,662 |
|
|
Loss from continuing operations, net of tax |
|
|
(184,523 |
) |
|
|
(51,652 |
) |
|
|
(236,175 |
) |
|
Loss from discontinued operations |
|
|
(11,915 |
) |
|
|
0 |
|
|
|
(11,915 |
) |
|
Income tax effect on discontinued operations |
|
|
42,263 |
|
|
|
0 |
|
|
|
42,263 |
|
|
Income from discontinued operations, net of tax |
|
|
30,348 |
|
|
|
0 |
|
|
|
30,348 |
|
|
Net loss |
|
|
(154,175 |
) |
|
|
(51,652 |
) |
|
|
(205,827 |
) |
|
Net loss attributable to non-controlling interests |
|
|
1,566 |
|
|
|
0 |
|
|
|
1,566 |
|
|
Accretion of redemption preference on redeemable convertible non-controlling interest - discontinued operations |
|
|
(43,850 |
) |
|
|
0 |
|
|
|
(43,850 |
) |
|
Net income attributable to Allscripts Healthcare Solutions, Inc. stockholders |
|
$ |
(196,459 |
) |
|
$ |
(51,652 |
) |
|
$ |
(248,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.02 |
) |
|
$ |
(0.28 |
) |
|
$ |
(1.30 |
) |
|
Discontinued operations |
|
|
(0.07 |
) |
|
|
0.00 |
|
|
|
(0.07 |
) |
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
(1.09 |
) |
|
$ |
(0.28 |
) |
|
$ |
(1.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.02 |
) |
|
$ |
(0.28 |
) |
|
$ |
(1.30 |
) |
|
Discontinued operations |
|
|
(0.07 |
) |
|
|
0.00 |
|
|
|
(0.07 |
) |
|
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders per share |
|
$ |
(1.09 |
) |
|
$ |
(0.28 |
) |
|
$ |
(1.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
180,830 |
|
|
|
|
|
|
|
180,830 |
|
|
Diluted weighted average shares outstanding |
|
|
180,830 |
|
|
|
|
|
|
|
180,830 |
|
|
The Company's Unaudited Pro Forma Consolidated Balance Sheets as of September 30, 2020, the Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2020 and the Years Ended December 31, 2019, 2018 and 2017 include the following: |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
As reported in the Quarterly Report on Form 10-Q filed by the Company with the SEC on October 30, 2020. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(B) |
As reported in the Annual Report on Form 10-K filed by the Company with the SEC on March 2, 2020. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(C) |
Represents proceeds received, net of transaction fees and expenses paid out at closing and debt repayment (see Tickmark F). |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(D) |
CarePort balance for allowance for doubtful accounts was $1,063 as of September 30, 2020. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(E) |
Represents taxes payable on gain, assumed 26% rate. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(F) |
Represents full repayment of Allscripts Senior Secured Credit Facility upon transaction close. |
||||||||||||
|
|
|
||||||||||||
|
(G) |
Represents after tax gain, net of transaction fees and expenses, as if the transaction had occurred on September 30, 2020. |
||||||||||||
|
|
|
||||||||||||
|
(H)
|
Represents elimination of Interest Expense related to the Allscripts Senior Secured Credit Facility, as if such debt was repaid on January 1, 2019 and 2020, respectively. The amounts are presented in the CarePort Historical column for illustrative purposes only and do not pertain to the CarePort Business.
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|