Attached files
Exhibit 99.3
Selected Financial Data
The following table sets forth summary consolidated financial data of Allscripts-Misys Healthcare Solutions, Inc. and its subsidiaries for periods presented below and earnings per share as adjusted for the retrospective application of the accounting guidance described below.
Effective June 1, 2009, we adopted accounting guidance which states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that would otherwise have been available to common shareholders. The provisions of this guidance are retrospective. Restricted stock units awards granted by us to certain management-level employees participate in dividends on the same basis as common shares and are nonforfeitable by the holder. As a result, these restricted stock unit awards meet the definition of a participating security.
The selected consolidated financial data shown below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes that are not included in this report. The historical results are not necessarily indicative of results to be expected for any future period.
| Year Ended May 31, | ||||||||||||||||||||
| 2009(1) | 2008(1),(2) | 2007(1),(2) | 2006(1),(2) | 2005(1),(2) | ||||||||||||||||
| (In thousands, except per-share data) | ||||||||||||||||||||
| Consolidated Statements of Operations Data: |
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| Revenue |
$ | 548,439 | $ | 383,771 | $ | 379,693 | $ | 381,736 | $ | 362,515 | ||||||||||
| Cost of revenue |
256,288 | 176,870 | 189,128 | 196,763 | 194,043 | |||||||||||||||
| Gross profit |
292,151 | 206,901 | 190,565 | 184,973 | 168,472 | |||||||||||||||
| Operating expenses: |
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| Selling, general and administrative expenses |
199,902 | 117,566 | 121,101 | 112,135 | 105,825 | |||||||||||||||
| Research and development |
39,431 | 37,784 | 40,880 | 29,592 | 27,313 | |||||||||||||||
| Amortization of intangibles |
6,884 | 11,320 | 22,392 | 23,039 | 23,998 | |||||||||||||||
| Income from operations |
45,934 | 40,231 | 6,192 | 20,207 | 11,336 | |||||||||||||||
| Interest expense |
(2,162 | ) | (296 | ) | (272 | ) | (184 | ) | (114 | ) | ||||||||||
| Interest and other income, net |
626 | 219 | 94 | 32 | 818 | |||||||||||||||
| Income before income taxes |
44,398 | 40,154 | 6,014 | 20,055 | 12,040 | |||||||||||||||
| Income tax expense |
(18,376 | ) | (14,755 | ) | (2,160 | ) | (7,519 | ) | (4,891 | ) | ||||||||||
| Net income |
$ | 26,022 | $ | 25,399 | $ | 3,854 | $ | 12,536 | $ | 7,149 | ||||||||||
| Net income per share—basic and diluted, as adjusted (4) |
$ | 0.21 | $ | 0.31 | $ | 0.05 | $ | 0.15 | $ | 0.09 | ||||||||||
| Weighted-average shares used in computing basic net income per share (4) |
122,591 | 82,886 | 82,886 | 82,886 | 82,886 | |||||||||||||||
| Weighted-average shares used in computing diluted net income per share (4) |
127,012 | 82,886 | 82,886 | 82,886 | 82,886 | |||||||||||||||
| Other Operating Data: |
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| System sales |
$ | 98,469 | $ | 64,627 | $ | 71,368 | $ | 93,487 | $ | 96,772 | ||||||||||
| Professional services |
51,827 | 30,943 | 33,422 | 36,957 | 31,773 | |||||||||||||||
| Maintenance |
196,165 | 141,531 | 133,440 | 122,584 | 111,445 | |||||||||||||||
| Transaction processing and other |
187,557 | 146,670 | 141,463 | 128,708 | 122,525 | |||||||||||||||
| Total software and services revenue |
534,018 | 383,771 | 379,693 | 381,736 | 362,515 | |||||||||||||||
| Prepackaged medications(3) |
14,421 | — | — | — | — | |||||||||||||||
| Total revenue |
$ | 548,439 | $ | 383,771 | $ | 379,693 | $ | 381,736 | $ | 362,515 | ||||||||||
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| As of May 31, | |||||||||||||||||||
| 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
| Consolidated Balance Sheet Data: |
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| Cash, cash equivalents and marketable securities |
$ | 73,426 | $ | 325 | $ | 1,370 | $ | 12,449 | $ | 19,702 | |||||||||
| Working capital |
96,849 | (6,776 | ) | (33,875 | ) | (27,060 | ) | (13,332 | ) | ||||||||||
| Goodwill and intangible assets, net |
646,197 | 91,043 | 103,976 | 128,331 | 108,861 | ||||||||||||||
| Total assets |
952,656 | 179,268 | 171,247 | 199,148 | 186,880 | ||||||||||||||
| Long-term debt and long-term capital lease obligations |
63,699 | 548 | 944 | 1,448 | 922 | ||||||||||||||
| Total stockholders’ equity |
700,370 | 110,649 | 81,169 | 107,645 | 85,565 | ||||||||||||||
| (1) | Results of operations for the year ended May 31, 2009 include the results of operations of legacy Misys Healthcare Systems, LLC (“MHS”) for the full year ended May 31, 2009 and the results of operations of legacy Allscripts Healthcare Solutions, Inc. are included from the completion of the merger between Allscripts and MHS on October 10, 2008 through May 31, 2009. Since the merger constitutes a reverse acquisition for accounting purposes, the pre-acquisition combined financial statements of MHS are treated as the historical financial statements of Allscripts. Results of operations for the years ended May 31, 2008, 2007, 2006, and 2005 are the results of operations of MHS only. |
| (2) | For the years ended May 31, 2008, 2007, 2006, and 2005, the basic and diluted share count includes only the shares issued to Misys plc in connection with the October 10, 2008 transactions. MHS did not have any shares outstanding prior to the merger, and therefore, the basic and diluted share count is comprised of the Allscripts shares issued on the October 10, 2008 acquisition date for all periods prior to the acquisition date as this reflects the Allscripts shares equivalent of MHS equity prior to the acquisition. |
| (3) | On March 16, 2009, Allscripts closed on the sale of its prepackaged medications business to A-S Medication Solutions LLC (“A-S”). Under terms of the sale, Allscripts received a total of $8,000 in cash consideration during its fourth quarter of fiscal 2009. In addition, Allscripts entered into a Marketing Agreement with A-S on March 16, 2009 which provides that Allscripts will earn annual fees for providing various marketing services of $3,600 per year over the five year term for an expected total of approximately $18,000, subject to reduction in certain circumstances. The results of operations for fiscal 2009 include the prepackaged medications business from the completion of the Transactions on October 10, 2008 through the March 16, 2009 closing of its sale to A-S. The prepackaged medications business has not been disclosed as discontinued operations due to Allscripts’ continued involvement with A-S through the Marketing Agreement. |
| (4) | Revised as a result of the retrospective application of accounting guidance related to participating securities as follows: |
| Year Ended May 31, | ||||||||||||||||
| 2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||
| As adjusted | ||||||||||||||||
| (In thousands, except per-share data) | ||||||||||||||||
| Basic Earnings per Common Share: |
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| Net income |
$ | 26,022 | $ | 25,399 | $ | 3,854 | $ | 12,536 | $ | 7,149 | ||||||
| Less: Income allocated to participating securities |
(439 | ) | — | — | — | — | ||||||||||
| Net income available to common shareholders |
$ | 25,583 | $ | 25,399 | $ | 3,854 | $ | 12,536 | $ | 7,149 | ||||||
| Average common shares outstanding |
122,591 | 82,886 | 82,886 | 82,886 | 82,886 | |||||||||||
| $ | 0.21 | $ | 0.31 | $ | 0.05 | $ | 0.15 | $ | 0.09 | |||||||
| Earnings per Common Share Assuming Dilution: |
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| Net income |
$ | 26,022 | $ | 25,399 | $ | 3,854 | $ | 12,536 | $ | 7,149 | ||||||
| Less: Income allocated to participating securities after consideration of dilutive effect of stock options and restricted stock unit awards and debentures |
(432 | ) | — | — | — | — | ||||||||||
| Add: Interest expense on debentures, net of tax |
457 | — | — | — | — | |||||||||||
| Net income available to common shareholders |
$ | 26,047 | $ | 25,399 | $ | 3,854 | $ | 12,536 | $ | 7,149 | ||||||
| Average common shares outstanding |
122,591 | 82,886 | 82,886 | 82,886 | 82,886 | |||||||||||
| Dilutive effect of stock options and restricted stock units awards (including participating securities) |
1,970 | — | — | — | — | |||||||||||
| Dilutive effect of debentures |
2,451 | — | — | — | — | |||||||||||
| Average common shares outstanding assuming dilution |
127,012 | 82,886 | 82,886 | 82,886 | 82,886 | |||||||||||
| $ | 0.21 | $ | 0.31 | $ | 0.05 | $ | 0.15 | $ | 0.09 | |||||||
The predecessor company, Misys Healthcare Systems, LLC, did not have any shares outstanding prior to the merger, and therefore, the basic and diluted share count is comprised of the Allscripts shares issued on the October 10, 2008 acquisition date for all periods prior to the acquisition date. The predecessor company also had no such participating securities prior to the acquisition date. Based on these facts, there was no impact for the retroactive adoption of the accounting guidance for periods prior to the acquisition date.
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