[8-K] Veradigm Inc. Reports Material Event
8-K Event Classification
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 2.02 Results of Operations and Financial Condition.
On May 26, 2026, Veradigm Inc. (the “Company”) issued a press release announcing the filing of its comprehensive Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and December 31, 2024 (the “2023 and 2024 Form 10-K”) with the U.S. Securities and Exchange Commission. The press release also includes historical financial results for fiscal years 2023 and 2024, reaffirms the Company’s preliminary estimated unaudited financial information for fiscal year 2025 (the “2025 Financial Information”) and provides financial commentary for fiscal year 2026 (together, with the 2025 Financial Information, the “Financial Information”).
The Financial Information is preliminary, and final results may change. The Financial Information is based upon the Company’s estimates and is subject to completion of the Company’s financial closing procedures. In addition, the Financial Information has not been audited by the Company’s independent registered public accounting firm.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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99.1 |
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Press release issued by Veradigm Inc. on May 26, 2026 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VERADIGM INC. |
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Date: |
May 26, 2026 |
By: |
/s/ Leland Westerfield |
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Leland Westerfield |
Exhibit 99.1
Veradigm Files 2023 and 2024 Form 10-K
Reaches Major SEC Filing Milestone; Now Advancing 2025 and 2026 Filings
CHICAGO – May 26, 2026 – Veradigm® (OTCMKTS: MDRX), a leading provider of clinical and revenue cycle solutions for independent practices, announced today the filing of its comprehensive Annual Report on Form 10-K for the years ended December 31, 2023 and 2024 (the “2023 and 2024 Form 10-K”) with the Securities and Exchange Commission (“SEC”).
“In our previous shareholder update, I framed a critical must-do to get current and stay current on our SEC filings. Today marks a major milestone in that important effort,” said Donald Trigg, CEO of Veradigm. “We have reset our strategic focus and, with Christian Greyenbuhl in place as our new Chief Financial Officer, we have the senior team required to recover our leadership with independent practices and reignite profitable growth.”
“We are encouraged by early signs of progress from our first-quarter 2026 performance. We expect 2026 full-year revenue will benefit from a more focused product and platform strategy. Profitability will be positively impacted by our AI-specific investments and cost actions taken since fall 2025,” continued Mr. Trigg.
Summarizing historical results from 2024 and 2023:
Management reaffirms the following preliminary financial estimates for 2025:
With the filing of the 2023 and 2024 Form 10-K completed, the Company is now able to devote its full attention to its 2025 and 2026 filings with the filing of the Form 10-K for the fiscal year ended December 31, 2025 expected to be the next important milestone, which the Company is driving to complete before year-end 2026. The Company remains focused on getting current and staying current with its SEC filing obligations and subsequently relisting its common stock on a national exchange.
As of May 12, 2026, the Company had 109.0 million shares of common stock and 13.3 million of unvested restricted stock units outstanding.
(1) Please refer to the “Explanation of Non-GAAP Financial Measures” section.
Investor Conference Call and Webcast
As previously disclosed, Veradigm management plans to host an investor conference call and webcast to discuss the Company’s update on Wednesday, May 27, 2026, at 8:00 a.m. Eastern Time.
To listen to the conference call, participants may log onto the Veradigm investor relations website. Participants also may access the conference call by dialing 877-405-1224 or 201-389-0848 and requesting Access ID # 13760831.
A replay of the call will be available for a period of one year on the Veradigm investor relations website.
About Veradigm®
Veradigm has a proven history of delivering clinical and revenue cycle solutions that help independent practices improve outcomes and financial performance. Our AI-forward data and technology also help over 20,000 provider practices connect with health plans and biopharma to eliminate inefficiencies, close care gaps, and create a more affordable health system.
© 2026 Veradigm LLC and/or its affiliates. All rights reserved. Cited marks are the property of Veradigm LLC and/or its affiliates. All other product or Company names are the property of their respective holders, all rights reserved.
Disclaimer and Forward-Looking Statement Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s preliminary estimated unaudited 2025 financial information, and the Company’s anticipated SEC filings. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made, and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aims,” “hopes,” and “seeks” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.
Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks relating to the Company’s common stock not trading on a national securities exchange and deregistration from Section 12(b) of the Securities Exchange Act of 1934, as amended; a further material delay in the Company’s financial reporting or ability to hold an annual meeting of stockholders; an inability of the Company to timely prepare its delinquent financial statements; unanticipated factors or factors that the Company currently believes will not cause further delay; the Company’s remediation efforts and preparation of financial statements or other factors that
could cause additional delay or adjustments; the possibility that ongoing remediation work or the audit of the Company’s financial statements for the fiscal year ended December 31, 2025 may identify additional errors and material weaknesses or other deficiencies in the Company’s accounting practices; the likelihood that the control deficiencies identified or that may be identified in the future will result in additional material weaknesses in the Company’s internal control over financial reporting; risks relating to the putative securities class action lawsuit filed against the Company, the putative stockholder derivative action filed against the Company, commercial litigation relating to the Company’s representations regarding its financial statements and any other future litigation or investigation relating to the Company’s internal control failures, the completed investigation and reviews or related matters; changes in the financial condition of the markets that the Company serves; risks related to the Company’s recently announced executive leadership transitions; and other factors contained in the “Risk Factors” section and elsewhere in the 2023 and 2024 Form 10-K and the Company’s other filings with the SEC from time to time. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.
Veradigm Contacts:
Investors:
Steven Halper
312-506-1237
steven.halper@veradigm.com
Media:
Amanda Cohen
732-567-7607
amanda.cohen@veradigm.com
Table 1 |
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Veradigm Inc. |
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Condensed Consolidated Balance Sheets |
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(In millions) |
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(Unaudited) |
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December 31, |
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December 31, |
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2024 |
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2023 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$294.3 |
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$446.6 |
Accounts receivable, net of allowance |
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107.6 |
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111.1 |
Contract assets, net of allowance |
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90.9 |
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87.3 |
Prepaid expenses and other current assets |
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52.8 |
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54.2 |
Total current assets |
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545.6 |
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699.2 |
Software development costs, net |
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70.2 |
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69.7 |
Goodwill |
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520.7 |
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532.5 |
Intangible assets, net |
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80.8 |
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75.1 |
Investments |
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98.7 |
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98.5 |
Deferred taxes, net |
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1.2 |
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66.3 |
Other long-term assets |
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35.1 |
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31.6 |
Total assets |
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$1,352.3 |
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$1,572.9 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$30.9 |
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$21.3 |
Accrued expenses |
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52.0 |
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52.0 |
Accrued compensation and benefits |
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30.1 |
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27.3 |
Deferred revenue |
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121.1 |
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113.0 |
Current maturities of long-term debt |
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154.7 |
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205.2 |
Customer refunds payable |
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18.3 |
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15.6 |
Other current liabilities |
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14.8 |
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11.6 |
Total current liabilities |
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$421.9 |
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$446.0 |
Long-term debt |
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72.2 |
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0.0 |
Other long-term liabilities |
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54.2 |
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52.4 |
Total liabilities |
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548.3 |
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498.4 |
Total stockholders’ equity |
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804.0 |
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1,074.5 |
Total liabilities and stockholders’ equity |
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$1,352.3 |
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$1,572.9 |
Table 2 |
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Veradigm Inc. |
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Condensed Consolidated Statements of Operations |
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(In millions, except per share amounts) |
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(Unaudited) |
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Twelve Months Ended December 31, |
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2024 |
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2023 |
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2022 |
Revenue: |
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Provider |
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$473.1 |
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$492.1 |
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$465.9 |
Payer |
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67.3 |
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72.3 |
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56.2 |
Life Science |
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54.0 |
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61.6 |
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65.9 |
Total revenue |
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594.4 |
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626.0 |
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588.0 |
Cost of revenue: |
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Provider |
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231.1 |
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222.6 |
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232.8 |
Payer |
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33.9 |
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33.7 |
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27.6 |
Life Science |
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27.2 |
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28.2 |
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19.2 |
Total cost of revenue |
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292.2 |
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284.5 |
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279.6 |
Gross profit |
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302.2 |
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341.5 |
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308.4 |
Gross Margin % |
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50.8% |
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54.6% |
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52.5% |
Selling, general and administrative expenses |
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269.4 |
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200.9 |
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169.2 |
Research and development |
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108.3 |
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97.0 |
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97.9 |
Impairment of goodwill and other assets |
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108.2 |
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0.2 |
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7.5 |
Amortization of intangibles |
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11.0 |
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8.7 |
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60.9 |
Income (loss) from operations |
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(194.7) |
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34.7 |
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(27.1) |
Non-operating income (expense), net |
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(20.3) |
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25.5 |
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(35.6) |
Income (loss) from continuing operations before income taxes |
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(215.0) |
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60.2 |
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(62.7) |
Income tax (provision) benefit |
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(69.4) |
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(10.7) |
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43.8 |
Income (loss) from consolidated continuing operations, net of tax |
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(284.4) |
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49.5 |
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(18.9) |
Equity in net loss of unconsolidated subsidiaries, net of tax |
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(7.2) |
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(0.3) |
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(1.1) |
Income (loss) from continuing operations, net of tax |
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(291.6) |
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49.2 |
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(20.0) |
Income (loss) from discontinued operations, net of tax |
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0.0 |
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0.0 |
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(66.4) |
Net income (loss) attributable to Veradigm Inc. |
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($291.6) |
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$49.2 |
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($86.4) |
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Diluted earnings per Common Share: |
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Income (loss) from continuing operations, net of tax |
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($291.6) |
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$49.2 |
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($20.0) |
Plus: Interest expense, net of tax1 |
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$0.0 |
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$2.5 |
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$0.0 |
Income (loss) from continuing operations2 |
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(291.6) |
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51.7 |
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(20.0) |
Income (loss) from discontinued operations, net of tax |
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0.0 |
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0.0 |
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(66.4) |
Net income (loss)attributable to Veradigm Inc. 2 |
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($291.6) |
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$51.7 |
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($86.4) |
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Income (loss) from continuing operations per share - basic |
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($2.70) |
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$0.46 |
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($0.18) |
Income (loss) from discontinued operations per share - basic |
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$0.00 |
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$0.00 |
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($0.59) |
Income (loss) per share - basic |
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($2.70) |
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$0.46 |
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($0.77) |
Income (loss) from continuing operations per share - diluted2 |
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($2.70) |
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$0.41 |
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($0.18) |
Income (loss) from discontinued operations per share - diluted |
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$0.00 |
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$0.00 |
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($0.59) |
Income (loss) per share - diluted2 |
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($2.70) |
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$0.41 |
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($0.77) |
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Weighted average common shares outstanding: |
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Basic |
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108.2 |
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107.4 |
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112.1 |
Diluted |
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108.2 |
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124.6 |
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112.1 |
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1 Associated with 0.875% Convertible Senior Notes |
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2 Net of tax after the effect of assumed conversions of convertible notes |
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Table 3 |
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Veradigm Inc. |
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Condensed Non-GAAP Financial Information |
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(In millions, except per share amounts and percentages) |
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(Unaudited) |
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Twelve Months Ended December 31, |
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2024 |
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2023 |
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2022 |
Revenue, GAAP |
$594.4 |
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$626.0 |
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$588.0 |
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Transaction other |
(0.5) |
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(19.4) |
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0.0 |
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Non-GAAP Revenue |
$593.9 |
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$606.6 |
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$588.0 |
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Gross profit, GAAP |
$302.2 |
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$341.5 |
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$308.4 |
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GAAP Gross margin |
50.8% |
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54.6% |
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52.5% |
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Depreciation and amortization |
32.9 |
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38.6 |
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43.8 |
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Stock-based compensation expense |
1.5 |
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0.9 |
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1.3 |
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Transaction and other |
0.2 |
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(19.4) |
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0.0 |
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Total non-GAAP gross profit |
$336.8 |
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$361.6 |
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$353.5 |
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Non-GAAP Gross margin |
56.7% |
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59.6% |
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60.1% |
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Net income (loss) attributable to Veradigm Inc. |
($291.6) |
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$49.2 |
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($86.4) |
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Net Income margin |
-49.1% |
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7.9% |
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-14.7% |
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Less: |
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Loss (income) from discontinued operations |
0.0 |
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0.0 |
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7.1 |
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Loss (gain) on sale of business, net from discontinued operations |
0.0 |
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0.0 |
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10.3 |
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Income tax provision (benefit) from discontinued operations |
0.0 |
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0.0 |
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49.0 |
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Income (loss) from continuing operations, net of tax, GAAP |
($291.6) |
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$49.2 |
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($20.0) |
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Plus: |
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Non-operating income (expense), net |
20.3 |
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(25.5) |
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35.6 |
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Equity in net loss of unconsolidated subsidiaries, net of tax |
7.2 |
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0.3 |
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1.1 |
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Depreciation and amortization |
45.8 |
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52.6 |
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113.5 |
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Income tax (benefit) provision |
69.5 |
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10.7 |
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(43.8) |
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Stock-based compensation expense |
24.5 |
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16.2 |
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29.6 |
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Impairment of goodwill and other assets |
108.2 |
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0.2 |
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7.5 |
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Transaction and other |
110.2 |
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27.8 |
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17.9 |
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Adjusted EBITDA |
$94.1 |
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$131.5 |
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$141.4 |
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Adjusted EBITDA margin |
15.8% |
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21.7% |
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24.0% |
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Net income (loss) attributable to Veradigm Inc. |
($291.6) |
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$49.2 |
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($86.4) |
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Loss (income) from discontinued operations |
0.0 |
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0.0 |
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7.1 |
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(Gain) on sale of business, net from discontinued operations |
0.0 |
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0.0 |
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10.3 |
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Income tax provision (benefit) from discontinued operations |
0.0 |
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0.0 |
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49.0 |
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Income (loss) from continuing operations |
($291.6) |
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$49.2 |
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($20.0) |
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Acquisition-related amortization |
15.4 |
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14.3 |
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67.7 |
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Stock-based compensation expense |
24.5 |
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16.2 |
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29.6 |
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Transaction and other |
110.2 |
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27.8 |
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17.9 |
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Other non-operating (income) expense |
28.9 |
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2.4 |
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16.0 |
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Impairment of goodwill and other assets |
108.2 |
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0.2 |
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7.5 |
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Tax rate alignment |
52.2 |
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(18.4) |
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(62.1) |
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Non-GAAP net income |
47.8 |
|
91.7 |
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56.6 |
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Add: Interest expense, net of tax, associated with asssumed conversion of convertible notes1 |
2.3 |
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2.5 |
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2.0 |
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Non-GAAP net income, after effect of assumed conversions |
$50.1 |
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$94.2 |
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$58.6 |
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GAAP effective tax rate |
-32% |
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18% |
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70% |
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Non-GAAP effective tax rate |
24% |
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24% |
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24% |
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Weighted shares outstanding - basic |
108.2 |
|
107.4 |
|
112.1 |
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Weighted shares outstanding - diluted |
108.2 |
|
124.6 |
|
112.1 |
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The dilutive impact inclusive of convertible notes and restricted stock |
16.7 |
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0.0 |
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20.3 |
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Non-GAAP Weighted shares outstanding - diluted |
124.9 |
|
124.6 |
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132.4 |
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Income (loss) from continuing operations per share - diluted2 |
($2.70) |
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$0.41 |
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($0.18) |
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Income (loss) from discontinued operations per share - diluted |
$0.00 |
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$0.00 |
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($0.59) |
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Income (loss) per share - diluted2 |
($2.70) |
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$0.41 |
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($0.77) |
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Non-GAAP Net Income (loss) per share - diluted2 |
$0.40 |
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$0.76 |
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$0.44 |
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1Associated with 0.875% Convertible Senior Notes |
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2 Net of tax after the effect of assumed conversions of convertible notes and restricted stock |
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Table 4 |
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Veradigm Inc. |
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Supplemental Condensed Non-GAAP Financial Information |
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(In millions) |
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(unaudited) |
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2023 |
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2024 |
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Q1 |
Q2 |
Q3 |
Q4 |
Total |
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Q1 |
Q2 |
Q3 |
Q4 |
Total |
Provider |
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Revenue, Non-GAAP |
$117.5 |
$118.1 |
$117.4 |
$119.7 |
$472.7 |
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$115.9 |
$122.3 |
$117.2 |
$117.2 |
$472.6 |
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Gross profit, Non-GAAP |
$70.2 |
$68.9 |
$70.1 |
$70.5 |
$279.7 |
|
$66.6 |
$70.6 |
$65.2 |
$63.7 |
$266.1 |
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Gross margin, Non-GAAP |
59.7% |
58.3% |
59.7% |
58.9% |
59.2% |
|
57.5% |
57.7% |
55.6% |
54.4% |
56.3% |
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Payer |
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Revenue |
$18.7 |
$18.9 |
$17.0 |
$17.7 |
$72.3 |
|
$18.4 |
$16.9 |
$15.2 |
$16.8 |
$67.3 |
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Gross profit, Non-GAAP |
$12.5 |
$10.8 |
$9.9 |
$11.0 |
$44.2 |
|
$11.5 |
$10.1 |
$8.4 |
$9.5 |
$39.5 |
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Gross margin, Non-GAAP |
66.8% |
57.1% |
58.2% |
62.1% |
61.1% |
|
62.5% |
59.8% |
55.3% |
56.5% |
58.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Science |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
$13.1 |
$17.6 |
$14.1 |
$16.8 |
$61.6 |
|
$11.8 |
$13.5 |
$12.7 |
$16.0 |
$54.0 |
|
Gross profit, Non-GAAP |
$7.7 |
$11.1 |
$8.0 |
$10.9 |
$37.7 |
|
$5.5 |
$8.0 |
$7.4 |
$10.3 |
$31.2 |
|
Gross margin, Non-GAAP |
58.8% |
63.1% |
56.7% |
64.9% |
61.2% |
|
46.6% |
59.3% |
58.3% |
64.4% |
57.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Veradigm |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, Non-GAAP |
$149.3 |
$154.6 |
$148.5 |
$154.2 |
$606.6 |
|
$146.1 |
$152.7 |
$145.1 |
$150.0 |
$593.9 |
|
Gross profit, Non-GAAP |
$90.4 |
$90.8 |
$88.0 |
$92.4 |
$361.6 |
|
$83.6 |
$88.7 |
$81.0 |
$83.5 |
$336.8 |
|
Gross margin, Non-GAAP |
60.5% |
58.7% |
59.3% |
59.9% |
59.6% |
|
57.2% |
58.1% |
55.8% |
55.7% |
56.7% |
|
Adjusted EBITDA |
$31.1 |
$38.2 |
$34.8 |
$27.4 |
$131.5 |
|
$22.4 |
$27.6 |
$19.1 |
$25.0 |
$94.1 |
|
Adjusted EBITDA margin |
20.8% |
24.7% |
23.4% |
17.8% |
21.7% |
|
15.3% |
18.1% |
13.2% |
16.7% |
15.8% |
|
Non-GAAP net income, after effect of assumed conversions |
$22.8 |
$20.0 |
$34.3 |
$17.1 |
$94.2 |
|
$12.9 |
$13.1 |
$19.5 |
$4.6 |
$50.1 |
|
Non-GAAP Weighted shares outstanding - diluted |
124.4 |
123.6 |
124.5 |
124.5 |
124.6 |
|
124.4 |
124.4 |
125.4 |
126.0 |
124.9 |
|
Non-GAAP Income (loss) per share - diluted1 |
$0.18 |
$0.16 |
$0.28 |
$0.14 |
$0.76 |
|
$0.10 |
$0.11 |
$0.16 |
$0.04 |
$0.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Net of tax after the effect of assumed conversions of convertible notes and restricted stock |
||||||||||||
Table 5 |
||||||||||||
Veradigm Inc. |
||||||||||||
Supplemental Non-GAAP Financial Information Reconciliation - Financial Trend Details |
||||||||||||
(In millions) |
||||||||||||
(unaudited) |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2024 |
||||||||
|
|
Q1 |
Q2 |
Q3 |
Q4 |
Total |
|
Q1 |
Q2 |
Q3 |
Q4 |
Total |
Provider |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, GAAP |
|
$117.7 |
$136.7 |
$117.7 |
$120.0 |
$492.1 |
|
$116.2 |
$122.4 |
$117.3 |
$117.2 |
$473.1 |
Transaction and other |
|
(0.2) |
(18.6) |
(0.3) |
(0.3) |
(19.4) |
|
(0.3) |
(0.1) |
(0.1) |
0.0 |
(0.5) |
Revenue, Non-GAAP |
|
$117.5 |
$118.1 |
$117.4 |
$119.7 |
$472.7 |
|
$115.9 |
$122.3 |
$117.2 |
$117.2 |
$472.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit, GAAP |
|
$62.2 |
$80.0 |
$63.1 |
$64.2 |
$269.5 |
|
$60.1 |
$64.9 |
$59.1 |
$57.9 |
$242.0 |
Gross margin, GAAP |
|
52.8% |
58.5% |
53.6% |
53.5% |
54.8% |
|
51.7% |
53.0% |
50.4% |
49.4% |
51.2% |
Depreciation and amortization |
|
7.9 |
7.4 |
7.1 |
6.5 |
28.9 |
|
6.1 |
5.7 |
5.9 |
5.1 |
22.8 |
Stock-based compensation expense |
|
0.3 |
0.1 |
0.2 |
0.1 |
0.7 |
|
0.3 |
0.1 |
0.2 |
0.7 |
1.3 |
Transaction and other |
|
(0.2) |
(18.6) |
(0.3) |
(0.3) |
(19.4) |
|
0.1 |
(0.1) |
0.0 |
0.0 |
(0.0) |
Gross profit, Non-GAAP |
|
$70.2 |
$68.9 |
$70.1 |
$70.5 |
$279.7 |
|
$66.6 |
$70.6 |
$65.2 |
$63.7 |
$266.1 |
Gross margin, Non-GAAP |
|
59.7% |
58.3% |
59.7% |
58.9% |
59.2% |
|
57.5% |
57.7% |
55.6% |
54.4% |
56.3% |
Payer |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, GAAP |
|
$18.7 |
$18.9 |
$17.0 |
$17.7 |
$72.3 |
|
$18.4 |
$16.9 |
$15.2 |
$16.8 |
$67.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit, GAAP |
|
$10.9 |
$9.3 |
$8.6 |
$9.8 |
$38.6 |
|
$9.8 |
$8.5 |
$7.0 |
$8.1 |
$33.4 |
Gross margin, GAAP |
|
58.3% |
49.2% |
50.6% |
55.4% |
53.4% |
|
53.3% |
50.3% |
46.1% |
48.2% |
49.6% |
Depreciation and amortization |
|
1.5 |
1.5 |
1.3 |
1.2 |
5.5 |
|
1.5 |
1.6 |
1.4 |
1.4 |
5.9 |
Stock-based compensation expense |
|
0.1 |
0.0 |
0.0 |
0.0 |
0.1 |
|
0.1 |
0.0 |
0.0 |
0.0 |
0.1 |
Transaction and other |
|
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
0.1 |
0.0 |
0.0 |
0.0 |
0.1 |
Gross profit, Non-GAAP |
|
$12.5 |
$10.8 |
$9.9 |
$11.0 |
$44.2 |
|
$11.5 |
$10.1 |
$8.4 |
$9.5 |
$39.5 |
Gross margin, Non-GAAP |
|
66.8% |
57.1% |
58.2% |
62.1% |
61.1% |
|
62.5% |
59.8% |
55.3% |
56.5% |
58.7% |
Life Science |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, GAAP |
|
$13.1 |
$17.6 |
$14.1 |
$16.8 |
$61.6 |
|
$11.8 |
$13.5 |
$12.7 |
$16.0 |
$54.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit, GAAP |
|
$6.6 |
$10.1 |
$7.0 |
$9.7 |
$33.4 |
|
$4.5 |
$7.1 |
$6.3 |
$8.9 |
$26.8 |
Gross margin, GAAP |
|
50.4% |
57.4% |
49.6% |
57.7% |
54.2% |
|
38.1% |
52.6% |
49.6% |
55.6% |
49.6% |
Depreciation and amortization |
|
1.1 |
1.0 |
1.0 |
1.1 |
4.2 |
|
0.9 |
0.9 |
1.0 |
1.4 |
4.2 |
Stock-based compensation expense |
|
0.0 |
0.0 |
0.0 |
0.1 |
0.1 |
|
0.0 |
0.0 |
0.1 |
0.0 |
0.1 |
Transaction and other |
|
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
0.1 |
0.0 |
0.0 |
0.0 |
0.1 |
Gross profit, Non-GAAP |
|
$7.7 |
$11.1 |
$8.0 |
$10.9 |
$37.7 |
|
$5.5 |
$8.0 |
$7.4 |
$10.3 |
$31.2 |
Gross margin, Non-GAAP |
|
58.8% |
63.1% |
56.7% |
64.9% |
61.2% |
|
46.6% |
59.3% |
58.3% |
64.4% |
57.8% |
Table 6 |
Veradigm Inc. |
Supplemental Non-GAAP Financial Information Reconciliation - Financial Trend Details |
(In millions, except per share amounts) |
(unaudited) |
|
|
2023 |
|
2024 |
||||||||
|
|
Q1 |
Q2 |
Q3 |
Q4 |
Total |
|
Q1 |
Q2 |
Q3 |
Q4 |
Total |
Total Veradigm |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, GAAP |
|
$149.5 |
$173.2 |
$148.8 |
$154.5 |
$626.0 |
|
$146.4 |
$152.8 |
$145.2 |
$150.0 |
$594.4 |
Transaction and other |
|
(0.2) |
(18.6) |
(0.3) |
(0.3) |
(19.4) |
|
(0.3) |
(0.1) |
(0.1) |
0.0 |
(0.5) |
Revenue, Non-GAAP |
|
$149.3 |
$154.6 |
$148.5 |
$154.2 |
$606.6 |
|
$146.1 |
$152.7 |
$145.1 |
$150.0 |
$593.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit, GAAP |
|
$79.7 |
$99.4 |
$78.7 |
$83.7 |
$341.5 |
|
$74.4 |
$80.5 |
$72.4 |
$74.9 |
$302.2 |
Gross margin, GAAP |
|
53.3% |
57.4% |
52.9% |
54.2% |
54.6% |
|
50.8% |
52.7% |
49.9% |
49.9% |
50.8% |
Depreciation and amortization |
|
10.5 |
9.9 |
9.4 |
8.8 |
38.6 |
|
8.5 |
8.2 |
8.3 |
7.9 |
32.9 |
Stock-based compensation expense |
|
0.4 |
0.1 |
0.2 |
0.2 |
0.9 |
|
0.4 |
0.1 |
0.3 |
0.7 |
1.5 |
Transaction and other |
|
(0.2) |
(18.6) |
(0.3) |
(0.3) |
(19.4) |
|
0.3 |
(0.1) |
0.0 |
0.0 |
0.2 |
Gross profit, Non-GAAP |
|
$90.4 |
$90.8 |
$88.0 |
$92.4 |
$361.6 |
|
$83.6 |
$88.7 |
$81.0 |
$83.5 |
$336.8 |
Gross margin, Non-GAAP |
|
60.5% |
58.7% |
59.3% |
59.9% |
59.6% |
|
57.2% |
58.1% |
55.8% |
55.7% |
56.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) |
|
$1.7 |
$25.1 |
$16.5 |
$5.9 |
$49.2 |
|
($128.9) |
($24.7) |
($24.4) |
($113.6) |
($291.6) |
Plus: Interest expense, net of tax1 |
|
0.5 |
0.6 |
0.7 |
0.7 |
2.5 |
|
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
Net Income (loss)2 |
|
$2.2 |
$25.7 |
$17.2 |
$6.6 |
$51.7 |
|
($128.9) |
($24.7) |
($24.4) |
($113.6) |
($291.6) |
Net Income (loss) |
|
$1.7 |
$25.1 |
$16.5 |
$5.9 |
$49.2 |
|
($128.9) |
($24.7) |
($24.4) |
($113.6) |
($291.6) |
Net Income (loss) margin |
|
1.1% |
14.5% |
11.1% |
3.8% |
7.9% |
|
-88.0% |
-16.2% |
-16.8% |
-75.7% |
-49.1% |
Non-operating income (expense), net |
|
(1.4) |
(1.2) |
(19.1) |
(3.8) |
(25.5) |
|
9.4 |
1.7 |
4.0 |
5.2 |
20.3 |
Equity in net loss of unconsolidated subsidiaries, net of tax |
|
0.0 |
0.0 |
0.2 |
0.1 |
0.3 |
|
0.4 |
0.7 |
0.3 |
5.8 |
7.2 |
Depreciation and amortization |
|
14.7 |
14.0 |
12.5 |
11.4 |
52.6 |
|
11.5 |
11.6 |
11.5 |
11.2 |
45.8 |
Income tax (benefit) provision |
|
3.5 |
10.1 |
3.7 |
(6.6) |
10.7 |
|
(17.0) |
(1.8) |
(3.0) |
91.3 |
69.5 |
Stock-based compensation expense |
|
6.2 |
3.6 |
4.0 |
2.4 |
16.2 |
|
5.8 |
5.9 |
6.6 |
6.2 |
24.5 |
Impairment of goodwill and other assets |
|
0.2 |
0.0 |
0.0 |
0.0 |
0.2 |
|
102.5 |
5.7 |
0.0 |
0.0 |
108.2 |
Transaction and other |
|
6.2 |
(13.4) |
17.0 |
18.0 |
27.8 |
|
38.7 |
28.5 |
24.1 |
18.9 |
110.2 |
Adjusted EBITDA |
|
$31.1 |
$38.2 |
$34.8 |
$27.4 |
$131.5 |
|
$22.4 |
$27.6 |
$19.1 |
$25.0 |
$94.1 |
Adjusted EBITDA margin |
|
20.8% |
24.7% |
23.4% |
17.8% |
21.7% |
|
15.3% |
18.1% |
13.2% |
16.7% |
15.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss), GAAP |
|
$1.7 |
$25.1 |
$16.5 |
$5.9 |
$49.2 |
|
($128.9) |
($24.7) |
($24.4) |
($113.6) |
($291.6) |
Acquisition-related amortization |
|
3.7 |
3.6 |
3.6 |
3.4 |
14.3 |
|
3.6 |
4.0 |
3.9 |
3.9 |
15.4 |
Stock-based compensation expense |
|
6.2 |
3.6 |
4.0 |
2.4 |
16.2 |
|
5.8 |
5.9 |
6.6 |
6.2 |
24.5 |
Transaction and other |
|
6.2 |
(13.4) |
17.0 |
18.0 |
27.8 |
|
38.7 |
28.5 |
24.1 |
18.9 |
110.2 |
Other non-operating (income) expense |
|
7.9 |
(3.4) |
(0.5) |
(1.6) |
2.4 |
|
11.7 |
(0.9) |
17.7 |
0.4 |
28.9 |
Impairment of goodwill and other assets |
|
0.2 |
0.0 |
0.0 |
0.0 |
0.2 |
|
102.5 |
5.7 |
0.0 |
0.0 |
108.2 |
Tax rate alignment |
|
(3.6) |
3.9 |
(7.0) |
(11.7) |
(18.4) |
|
(21.0) |
(6.0) |
(9.0) |
88.2 |
52.2 |
Non-GAAP net income |
|
$22.3 |
$19.4 |
$33.6 |
$16.4 |
$91.7 |
|
$12.4 |
$12.5 |
$18.9 |
$4.0 |
$47.8 |
Add: Interest expense, net of tax, associated with asssumed conversion of convertible notes1 |
0.5 |
0.6 |
0.7 |
0.7 |
2.5 |
|
0.5 |
0.6 |
0.6 |
0.6 |
2.3 |
|
Non-GAAP net income, after effect of assumed conversions |
|
$22.8 |
$20.0 |
$34.3 |
$17.1 |
$94.2 |
|
$12.9 |
$13.1 |
$19.5 |
$4.6 |
$50.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP effective tax rate |
|
67.8% |
28.8% |
18.3% |
1055.3% |
17.8% |
|
11.7% |
7.4% |
10.9% |
-551.9% |
-32.3% |
Non-GAAP effective tax rate |
|
24.0% |
24.0% |
24.0% |
24.0% |
24.0% |
|
24.0% |
24.0% |
24.0% |
24.0% |
24.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted shares outstanding - basic |
|
106.2 |
107.2 |
107.9 |
108.2 |
107.4 |
|
108.2 |
108.0 |
108.2 |
108.2 |
108.2 |
Weighted shares outstanding - diluted |
|
124.4 |
123.6 |
124.5 |
124.5 |
124.6 |
|
108.2 |
108.0 |
108.2 |
108.2 |
108.2 |
The dilutive impact inclusive of convertible notes and restricted stock |
|
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
16.2 |
16.4 |
17.2 |
17.8 |
16.7 |
Non-GAAP Weighted shares outstanding - diluted |
|
124.4 |
123.6 |
124.5 |
124.5 |
124.6 |
|
124.4 |
124.4 |
125.4 |
126.0 |
124.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share - diluted2 |
|
$0.02 |
$0.21 |
$0.14 |
$0.05 |
$0.41 |
|
($1.19) |
($0.23) |
($0.23) |
($1.05) |
($2.70) |
Non-GAAP Net Income (loss) per share - diluted2 |
|
$0.18 |
$0.16 |
$0.28 |
$0.14 |
$0.76 |
|
$0.10 |
$0.11 |
$0.16 |
$0.04 |
$0.40 |
1Associated with 0.875% Convertible Senior Notes |
|
|
|
|
|
|
|
|
|
|
|
|
2 Net of tax after the effect of assumed conversions of convertible notes and restricted stock |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 7 |
|
Veradigm Inc. |
|
|
|
(In millions) |
|
(Unaudited) |
|
|
|
|
Twelve Months Ended December 31, |
|
2025 |
|
|
Provider |
|
Revenue, GAAP |
$463 - $467 |
|
|
|
|
Payer |
|
Revenue, GAAP |
$71 - $72 |
|
|
Life Science |
|
Revenue, GAAP |
$50 - $50 |
|
|
Total Veradigm |
|
Revenue, GAAP |
$584 - $589 |
|
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Explanation of Non-GAAP Financial Measures
Veradigm reports its financial results in accordance with U.S. generally accepted accounting principles, or GAAP. To supplement this information, Veradigm presents non-GAAP revenue, gross profit, gross margin, Adjusted EBITDA, Adjusted EBITDA margin, effective income tax rate, net income (loss), net income (loss) after effect of assumed conversions, diluted weighted shares outstanding and diluted income (loss) per share, which are considered non-GAAP financial measures under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended. The definitions of non-GAAP financial measures are presented below:
Management believes that non-GAAP revenue, gross profit, gross margin, Adjusted EBITDA, Adjusted EBITDA margin, effective income tax rate, net income (loss), net income (loss) after effect of assumed conversions, diluted weighted shares outstanding and diluted income (loss) per share provide useful supplemental information to management and investors regarding the underlying performance of Veradigm business operations. Acquisition accounting adjustments and transaction and other revenue and expenses recorded 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 diluted income (loss) per share and Adjusted EBITDA to measure achievement under Veradigm’s stock and cash incentive compensation plans. Note, however, that non-GAAP diluted income (loss) per share 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 Veradigm’s results of operations as determined in accordance with GAAP. Investors and potential investors are encouraged to review the definitions and reconciliations of non-GAAP financial measures with GAAP financial measures contained within this press release.
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. Veradigm excludes acquisition-related amortization expense from non-GAAP gross profit, non-GAAP gross margin, non-GAAP net income, Adjusted EBITDA and Adjusted EBITDA margin
because it believes (i) the amount of such expenses in any specific period may not directly correlate with the underlying performance of Veradigm’s business operations and (ii) such expenses can vary significantly between periods because 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-based awards. Veradigm excludes stock-based compensation expense from non-GAAP gross profit, non-GAAP gross margin, non-GAAP net income (loss) 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 Veradigm business operations and (ii) such expenses can vary significantly between periods as a result of the timing and valuation 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.
Impairment Charges of Goodwill and Other Assets. Impairment charges, which are excluded from Adjusted EBITDA, Adjusted EBITDA margin and Non-GAAP net income (loss), reflect non-cash charges related to the abandonment of certain leased spaces, write-offs based on management’s assessment of the likelihood of near-term recovery of certain investments’ value and write-downs of goodwill and intangible assets when their carrying amount is greater than their fair value.
Depreciation and Amortization. Depreciation and amortization, which are excluded from non-GAAP gross profit, non-GAAP gross margin, Adjusted EBITDA and Adjusted EBITDA margin, are non-cash expenses arising from allocating the cost of fixed assets, intangibles and capitalized software over time.
Transaction and Other.Transaction and other revenue and expenses relate to certain favorable and unfavorable legal settlements, severance, investigations, internal reviews, restatement and remediation related accounting, legal and advisory services and other charges incurred in connection with activities that are considered not reflective of our core business. Veradigm excludes transaction and other revenue and expenses from non-GAAP net income (loss), Adjusted EBITDA and Adjusted EBITDA margin because it believes (i) the amount of such revenue or expenses in any specific period may not directly correlate to the underlying performance of Veradigm business operations and (ii) such revenue or expenses can vary significantly between periods.
Debt Extinguishment Expense. Debt extinguishment expense represents a non-cash charge recognized in connection with the accounting for a debt modification of the convertible notes that was treated as an extinguishment under applicable accounting guidance.
Non-Cash Charges to Interest Expense and Other. Non-cash charges to interest expense include the amortization of the discount and debt issuance costs, as well as accretion of a repurchase premium associated with the convertible notes.
Tax Rate Alignment. Tax rate alignment aligns the applicable period’s effective tax rate to the expected annual non-GAAP effective tax rate.