Veradigm (MDRX) Update / Briefing June 24, 2025 08:00 AM ET Speaker0 Greetings, and welcome to the Veradigm Investor Update Conference Call and Webcast. At this time, all participants are in a listen only mode. As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Jenny Jelenis, Vice President, Investor Relations. Jenny, please go ahead. Speaker1 Thank you very much. Good morning, and welcome to the Veradigm update conference call. Our speakers today are Tom Langan, ...

Exhibit 99.1 We recently completed a debt financing, strengthening our liquidity. The Company expects Debt (2) as of June 30, 2025 will be $283 million, consisting of the $75 million in new borrowings described above and $208 million consisting solely of the principal amount of the Company's 2019 convertible notes. If all holders of the 2019 convertible notes execute their repurchase option for cash on July 1, 2025, the required repayment to noteholders would include an additional $20 million, for a total o ...

Financial Data and Key Metrics Changes - The company completed its 2022 restatement and is on track to become current with its filing obligations [6][8] - For 2023, estimated GAAP revenue is projected to be between $620 million and $625 million, with recurring revenue making up approximately 80% of total revenue [23][24] - Adjusted EBITDA for 2023 is estimated to be between $139 million and $144 million, which is higher than previously estimated [24] - For 2024, GAAP revenue is estimated to be between $583 million and $588 million, with a recurring revenue percentage consistent with prior years [27] - Adjusted EBITDA for 2024 is estimated to be between $85 million and $90 million, below previous guidance [29][30] Business Line Data and Key Metrics Changes - Provider business revenue dipped by 1% year-over-year, while payer and life sciences revenue declined by 10% [27][28] - The company signed significant contracts in its provider business, including a multimillion-dollar deal with a large urology practice and a major wound care organization [13][14] - The payer business saw the onboarding of nearly 400 new sites in 2025, with care gap alerts provided to over 3,500 healthcare practices [14] Market Data and Key Metrics Changes - The company experienced unexpected revenue shortfalls in the payer and life sciences segments, particularly in Q4 of 2024 [26][68] - The life sciences segment saw softness in media revenue and real-world data sales, while the payer segment faced implementation delays [68] Company Strategy and Development Direction - The company aims to remediate material weaknesses and enhance internal controls while executing its growth strategy [15][36] - The focus is on expanding the core provider base and enhancing the value of offerings, including AI-enabled workflows [15][16] - The company is pursuing additional debt financing to ensure liquidity and support future growth [80] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business model despite revenue shortfalls and emphasized the importance of operational improvements [12][36] - The outlook for 2025 anticipates flat revenue compared to 2024, with expectations of growth from new customers offset by customer attrition [32][58] - Management noted that the remediation efforts and regaining current filing status are expected to occur in 2026 [33][41] Other Important Information - The company incurred significant external audit and legal fees in 2023 and 2024, impacting cash flow [9][30] - The acquisition of Science.io and Koa Health is expected to impact EBITDA margins due to new costs associated with these businesses [101][102] Q&A Session Summary Question: Clarification on remediation efforts and filing status - Management clarified that remediation efforts can continue while regaining currency on filings, with both expected to occur in 2026 [38][40] Question: Net attrition in provider business - Higher net attrition was noted in the core provider business, particularly in revenue cycle management, but not driven by market consolidation [44][46] Question: Revenue visibility for FY 2025 - Management indicated that while revenue is expected to be flat, there are uncertainties due to customer attrition and the need for a rebound from the previous year's shortfall [60][63] Question: Trends in life sciences and pharma segment - Management noted softness in media revenue but observed a pickup in spending in Q1 2025, indicating potential recovery in the life sciences segment [89] Question: Impact of acquisitions on financials - The acquisition of Science.io is not expected to contribute revenue in 2024, but it is seen as a strategic investment in AI capabilities [97][100]

Financial Performance - Veradigm reported total revenue of $588.0 million for the year ended December 31, 2022, an increase from $577.4 million in 2021, representing a growth of 1.0%[11] - The company's gross profit for 2022 was $308.4 million, up from $282.4 million in 2021, indicating a gross margin improvement[11] - Net loss for 2022 was $86.4 million, compared to a net income of $139.7 million in 2021, reflecting a significant decline in profitability[11] - Total revenue for the Provider segment in 2022 was $588.0 million, with a gross profit of $353.5 million[16] - Total revenue for 2022 was $465.9 million, a slight decrease from $478.4 million in 2021, representing a year-over-year decline of approximately 2.6%[19] - Gross profit for 2022 was $233.1 million, down from $234.2 million in 2021, indicating a decrease of about 0.5%[19] - Non-GAAP gross profit for 2022 was $267.4 million, compared to $270.9 million in 2021, reflecting a decline of approximately 1.3%[19] - Payer & Life Science revenue for 2022 reached $122.1 million, a significant increase from $99.0 million in 2021, marking a growth of approximately 23.2%[19] - Non-GAAP gross profit for Payer & Life Science in 2022 was $86.1 million, up from $57.2 million in 2021, representing an increase of about 50.6%[19] - Adjusted EBITDA for 2022 was $141.4 million, with an adjusted EBITDA margin of 24.0%, down from 29.2% in 2021[13] - Non-GAAP net income for 2022 was $56.9 million, compared to $152.4 million in 2021[13] - The company reported a GAAP effective tax rate of 69% for 2022, compared to 19% in 2021[13] - The diluted loss per share from continuing operations was $0.18 for 2022, compared to earnings of $0.92 per share in 2021[13] - The company experienced a loss from discontinued operations of $7.1 million in 2022, compared to a gain of $15.8 million in 2021[13] - Total revenue for the year was $577.4 million, with Q4 revenue reaching $157.2 million, representing a 10.5% increase from Q3[22] - Adjusted EBITDA for the year was $141.4 million, with Q4 adjusted EBITDA at $42.3 million, showing a 25.5% increase from Q3[22] - Non-GAAP net income for the year was $152.4 million, with Q4 non-GAAP net income at $24.0 million, a significant recovery from a loss in Q3[22] - GAAP net income for the year was $139.7 million, with Q4 GAAP net income at $73.7 million, indicating a strong performance in the last quarter[22] - Gross profit for the year was $353.5 million, with Q4 gross profit at $98.3 million, reflecting a solid margin performance[22] - The company experienced a loss from discontinued operations of $15.8 million for the year, with Q4 showing a gain of $6.8 million[22] - Weighted shares outstanding on a diluted basis were 138.7 million for the year, with Q4 at 116.8 million[22] Liquidity and Assets - Cash and cash equivalents increased to $446.6 million as of December 31, 2022, compared to $133.7 million in 2021, showing a substantial improvement in liquidity[9] - Total assets decreased to $1,504.7 million in 2022 from $2,311.1 million in 2021, indicating a reduction in the asset base[9] - Total liabilities were reported at $487.2 million in 2022, down from $950.7 million in 2021, reflecting a decrease in financial obligations[9] Research and Development - Research and development expenses rose to $97.9 million in 2022, compared to $84.1 million in 2021, highlighting an increased focus on innovation[11] Strategic Focus and Future Outlook - The company aims to remediate material weaknesses in financial reporting and improve internal controls as part of its growth strategy[3] - Veradigm is focused on executing its growth strategy to deliver end-to-end solutions for clients and plans to relist its common stock[3] - The company aims to expand its market presence and enhance product offerings in the upcoming fiscal year[20] - Future outlook includes continued investment in new technologies and potential strategic acquisitions to drive growth[21] - The company has indicated a focus on strategic acquisitions to enhance its competitive position in the market[22] Non-GAAP Financial Measures - Veradigm reported a non-GAAP gross profit, which excludes acquisition-related amortization and stock-based compensation, providing a clearer view of operational performance[24] - The company’s Adjusted EBITDA reflects GAAP net income adjustments, including interest, depreciation, and asset impairment charges, indicating a focus on core business operations[24] - Non-GAAP net income excludes discontinued operations and adds back acquisition-related amortization, stock-based compensation, and other non-cash charges, highlighting underlying profitability[24] - The effective income tax rate for non-GAAP measures is aligned with the statutory federal and state rates, providing a more accurate tax impact on earnings[24] - Acquisition-related amortization is excluded from key financial metrics as it may not correlate directly with current business performance, emphasizing the focus on ongoing operations[28] - Stock-based compensation is treated as a non-cash expense, reflecting the company's incentive structure for employees contributing to operational results[29] - Asset impairment charges are excluded from Adjusted EBITDA, indicating management's assessment of asset value recovery potential[30] - Transaction and other revenue and expenses are excluded from non-GAAP metrics, as they do not reflect core business performance, ensuring clarity in financial reporting[32] - The company uses non-GAAP diluted income per share and Adjusted EBITDA for internal forecasting and incentive compensation plans, indicating their importance in performance measurement[26] - Non-GAAP financial measures are not a substitute for GAAP measures, and investors are encouraged to review reconciliations for a comprehensive understanding of financial performance[27]

Financial Restatement Impact - The restatement of previously issued financial statements decreased revenue from continuing operations for the year ended December 31, 2020 by $10.4 million and increased revenue for the year ended December 31, 2021 by $3.4 million[26] - Revenue from discontinued operations was also impacted by the restatement adjustments for the affected periods[26] Net Earnings Changes - The company's net earnings for the year ended December 31, 2020 decreased by $5.2 million or $0.03 per share, while for the year ended December 31, 2021, net earnings increased by $5.1 million or $0.04 per share[26] - Net earnings and diluted earnings per share for the year ended December 31, 2020 decreased by $5.2 million or $0.03 per share, while for the year ended December 31, 2021, it increased by $5.1 million or $0.04 per share[26] Internal Control Issues - The Audit Committee Investigation identified deficiencies in accounting policies related to revenue recognition and impairment accounting, leading to the resignation of the CEO and CFO[20] - The internal control failures primarily stemmed from ineffective manual accounting processes and issues with a software tool related to revenue recognition[17] - The Audit Committee Investigation revealed issues with internal controls and insufficient resources in the accounting function, impacting financial reporting accuracy[20] - The company is implementing a remediation plan to address identified material weaknesses in internal control over financial reporting[28] - The company conducted a Restatement Review that identified ineffective manual accounting processes and deficiencies in internal controls[17] - The company's disclosure controls and procedures were deemed ineffective as of December 31, 2022, necessitating ongoing improvements[28] Audit Committee Investigation - The Audit Committee retained independent counsel and forensic accountants to assist in the investigation of financial reporting and internal controls[18] - The company has voluntarily disclosed information regarding the Audit Committee Investigation to the SEC, which has initiated its own investigation[25] - The company conducted a comprehensive review of its accounting practices, resulting in adjustments to revenue recognition for various transactions[22] - The company’s internal review evaluated transactions for compliance with GAAP, leading to further adjustments in financial statements[21]

Group 1 - The market is beginning to discount potential wins, indicating a positive outlook for future performance [1] - There is potential for the incoming administration to maintain tax levels and control excessive spending [1] - The investing group Sifting the World provides a platform for sharing investment ideas and local knowledge among experienced members [1]

Core Viewpoint - The Portnoy Law Firm is investigating potential claims against the board of directors of Veradigm Inc. for possible breaches of fiduciary duties and mismanagement [4][3]. Company Overview - Veradigm, formerly known as Allscripts Healthcare Solutions, Inc., is a healthcare technology company that provides electronic health records, financial management, population health management, and consumer solutions to over 300,000 healthcare providers in the U.S. [1]. Legal Investigation - The investigation by the Portnoy Law Firm focuses on whether the board of directors of Veradigm has acted in the best interests of shareholders and whether there has been gross mismanagement of the company [3][4]. - The founding partner of the Portnoy Law Firm has successfully recovered over $5.5 billion for investors in similar cases [2]. Investor Communication - Veradigm investors who purchased shares prior to 2022 are encouraged to contact the law firm to discuss their rights and potential recovery of losses [5][7]. - The law firm offers consultations at no cost to investors seeking to understand their options regarding the situation [6].

Core Viewpoint - Robbins LLP is investigating Veradigm Inc. for potential violations of securities laws and breaches of fiduciary duties by certain officers and directors related to misstatements in the company's financial reporting [1]. Group 1: Company Overview - Veradigm Inc. is a healthcare technology company that provides information technology solutions and services to healthcare organizations in the United States, Canada, and internationally [1]. Group 2: Legal Actions - Shareholders of Veradigm Inc. who have incurred losses in their investments have legal options available to them [2]. - Robbins LLP operates on a contingency fee basis, meaning shareholders do not pay any fees or expenses unless they recover losses [3]. Group 3: Robbins LLP Background - Robbins LLP has been a recognized leader in shareholder rights litigation since 2002, having recovered over $1 billion for shareholders [3].

Veradigm Inc. (MDRX) recently announced a definitive agreement to acquire ScienceIO, a leading provider of artificial intelligence (AI) platforms tailored for healthcare applications. This acquisition underscores Veradigm's commitment to innovation and data-driven solutions.Veradigm will fund the acquisition of ScienceIOc, worth $140 million, in cash. The purchase price, subject to customary adjustments, includes a deferred payment of approximately $44 million, payable in installments over a span of three y ...

CHICAGO--(BUSINESS WIRE)--Veradigm Inc. (NASDAQ: MDRX) (the “Company”), a leading provider of healthcare data and technology products and solutions, announced today that the Company does not expect to have filed its Annual Report on Form 10-K for the year ended December 31, 2022, or its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, by February 27, 2024, the deadline that The Nasdaq Stock Market LLC (“Nasdaq”) has given the Company to regain compl ...