Veradigm (MDRX) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.1

Allscripts Healthcare Solutions, Inc.

Summary of Unaudited Pro Forma Financial Information

(Dollars in thousands, except per share amounts)

Overview

On December 31, 2018, Allscripts Healthcare Solutions, Inc. (“the Company”) sold all of the Class A Common Units of Netsmart LLC,  Delaware limited liability company (“Netsmart”) held by several of the Company’s wholly-owned subsidiaries in exchange for $566.6 million plus up to $8.4 million in the event Netsmart’s Net Debt Amount is less than the Target Debt Amount as defined by in the Unit Purchase Agreement as of the end of the day on December 31, 2018 (as determined following the closing pursuant to the terms of the Unit Purchase Agreement).

Basis of Presentation

The unaudited pro forma consolidated balance sheet as of September 30, 2018 has been prepared to give effect to the elimination of Netsmart’s assets, liabilities and equity balances as a result of the disposition of Netsmart as if it had occurred on September 30, 2018. The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016 have been prepared to give effect to the elimination of revenues and costs as a result of the disposition of Netsmart as if it 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 November 2, 2018 and the audited consolidated financial statements for the years ended December 31, 2017 and 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2018.

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 historical financial performance and financial position would have been without the consolidation of Netsmart. In addition, the unaudited pro forma financial information is not necessarily indicative of the Company’s results to be expected in the future.

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2018

(In thousands, except per share amounts)	Allscripts Historical (A)		Netsmart Historical				Sale of Netsmart			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	111,775	$	(14,050	)		$	566,611	(D)	$	664,336
Restricted cash		8,016		(3,717	)						4,299
Accounts receivable, net of allowance of $61,926    as of September 30, 2018		520,381		(71,624	)	(E)					448,757
Contract assets		71,745		(10,887	)						60,858
Prepaid expenses and other current assets		131,826		(17,170	)						114,656
Total current assets		843,743		(117,448	)			566,611			1,292,906
Fixed assets, net		160,225		(30,715	)						129,510
Software development costs, net		239,359		(39,510	)						199,849
Intangible assets, net		873,635		(420,999	)						452,636
Goodwill		2,207,967		(814,666	)						1,393,301
Deferred taxes, net		5,566		0							5,566
Contract assets - long-term		52,555		0							52,555
Other assets		135,030		(1,958	)						133,072
Total assets	$	4,518,080	$	(1,425,296	)		$	566,611		$	3,659,395

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS (CONTINUED)

AS OF SEPTEMBER 30, 2018

(In thousands, except per share amounts)	Allscripts Historical (A)			Netsmart Historical			Sale of Netsmart			Pro Forma
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	126,709		$	(12,910	)	$	95,228	(F)	$	209,027
Accrued expenses		120,326			(12,436	)					107,890
Accrued compensation and benefits		107,799			(20,923	)					86,876
Deferred revenue		506,568			(68,775	)					437,793
Current maturities of long-term debt		19,516			0						19,516
Current maturities of non-recourse long-term    debt - Netsmart		4,257			(4,257	)					0
Current maturities of capital lease obligations		9,190			(8,118	)					1,072
Total current liabilities		894,365			(127,419	)		95,228			862,174
Long-term debt		1,002,026			0						1,002,026
Non-recourse long-term debt - Netsmart		788,489			(788,489	)					0
Long-term capital lease obligations		4,606			(2,814	)					1,792
Deferred revenue		21,804			(4,977	)					16,827
Deferred taxes, net		124,294			(62,668	)					61,626
Other liabilities		95,575			(4,089	)					91,486
Liabilities attributable to discontinued operations		2,261			0						2,261
Total liabilities		2,933,420			(990,456	)		95,228			2,038,192
Redeemable convertible non-controlling interest -    Netsmart		467,981			(467,981	)					0
Commitments and contingencies
Stockholders’ equity:
Preferred stock: $0.01 par value, 1,000 shares    authorized, no shares issued and outstanding    as of September 30, 2018		0			0						0
Common stock: $0.01 par value, 349,000 shares    authorized as of September 30, 2018; 270,506 and    174,707 shares issued and outstanding as of    September 30, 2018, respectively		2,708			(102,084	)		102,084			2,708
Treasury stock: at cost, 96,099 as of September 30, 2018		(423,521	)		0						(423,521	)
Additional paid-in capital		1,765,103			108,832						1,873,935
Accumulated (deficit) retained earnings		(251,363	)		26,290			369,299	(D)		144,226
Accumulated other comprehensive loss		(5,452	)		0						(5,452	)
Total Allscripts Healthcare Solutions, Inc.'s    stockholders' equity		1,087,475			33,038			471,383			1,591,896
Non-controlling interest		29,204			103						29,307
Total stockholders’ equity		1,116,679			33,141			471,383			1,621,203
Total liabilities and stockholders’ equity	$	4,518,080			(1,425,296	)	$	566,611		$	3,659,395

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

				Pro Forma Adjustments
(In thousands, except per share amounts)	Allscripts Historical (B)			Netsmart Historical			Intercompany Activity (C)			Pro Forma
Revenue:
Software delivery, support and maintenance	$	996,569		$	(157,479	)	$	85		$	839,175
Client services		565,213			(103,455	)		6,682			468,440
Total revenue		1,561,782			(260,934	)		6,767			1,307,615
Cost of revenue:
Software delivery, support and maintenance		328,534			(45,213	)		103			283,424
Client services		480,231			(75,107	)		6,666			411,790
Amortization of software development and    acquisition-related assets		101,008			(24,991	)		0			76,017
Total cost of revenue		909,773			(145,311	)		6,769			771,231
Gross profit		652,009			(115,623	)		(2	)		536,384
Selling, general and administrative expenses		425,365			(74,390	)		0			350,975
Research and development		220,066			(17,845	)		93			202,314
Asset impairment charges		30,075			0			0			30,075
Amortization of intangible and acquisition-related assets		37,210			(17,665	)		84			19,629
Loss from operations		(60,707	)		(5,723	)		(179	)		(66,609	)
Interest expense		(80,843	)		43,917			0			(36,926	)
Other loss, net		(590	)		7			0			(583	)
Gain on sale of businesses, net		172,258			0			0			172,258
Impairment of long-term investments		(15,487	)		0			0			(15,487	)
Equity in net income of unconsolidated investments		529			0			0			529
Income from continuing operations before income taxes		15,160			38,201			(179	)		53,182
Income tax benefit (provision)		3,020			(8,938	)		0			(5,918	)
Income from continuing operations, net of tax		18,180			29,263			(179	)		47,264
Income from discontinued operations, net of tax		3,731			0			0			3,731
Net income		21,911			29,263			(179	)		50,995
Less: Net loss attributable to non-controlling interests		3,494			0			(149	)		3,345
Less: Accretion of redemption preference on redeemable    convertible non-controlling interest - Netsmart		(36,446	)		36,446			0			0
Net (loss) income attributable to Allscripts Healthcare    Solutions, Inc. stockholders	$	(11,041	)	$	65,709		$	(328	)	$	54,340
Net (loss) income attributable to Allscripts Healthcare    Solutions, Inc. stockholders per share:
Basic
Continuing operations	$	(0.09	)	$	0.37		$	0.00		$	0.28
Discontinued operations		0.03			0.00			0.00			0.03
Net (loss) income attributable to Allscripts Healthcare    Solutions, Inc. stockholders per share	$	(0.06	)	$	0.37		$	0.00		$	0.31
Diluted
Continuing operations	$	(0.09	)	$	0.37		$	0.00		$	0.28
Discontinued operations		0.03			0.00			0.00			0.03
Net (loss) income attributable to Allscripts Healthcare    Solutions, Inc. stockholders per share	$	(0.06	)	$	0.37		$	0.00		$	0.31

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

				Pro Forma Adjustments
(In thousands, except per share amounts)	Allscripts Historical (B)			Netsmart Historical			Intercompany Activity (C)		Pro Forma
Revenue:
Software delivery, support and maintenance	$	1,156,391		$	(199,194	)	$	990	$	958,187
Client services		649,951			(119,880	)		9,450		539,521
Total revenue		1,806,342			(319,074	)		10,440	$	1,497,708
Cost of revenue:
Software delivery, support and maintenance		368,192			(51,886	)		807		317,113
Client services		541,388			(87,762	)		9,445		463,071
Amortization of software development and    acquisition-related assets		114,601			(29,876	)		0		84,725
Total cost of revenue		1,024,181			(169,524	)		10,252		864,909
Gross profit		782,161			(149,550	)		188		632,799
Selling, general and administrative expenses		486,271			(85,588	)		5		400,688
Research and development		220,219			(18,024	)		87		202,282
Amortization of intangible and acquisition-related assets		33,754			(16,465	)		56		17,345
Income from operations		41,917			(29,473	)		40		12,484
Interest expense		(87,479	)		49,939			0		(37,540	)
Other income, net		413			(925	)		0		(512	)
Impairment and losses on long-term investments		(165,290	)		0			0		(165,290	)
Equity in net income of unconsolidated investments		821			0			0		821
Loss from continuing operations before    income taxes		(209,618	)		19,541			40		(190,037	)
Income tax benefit		50,767			(45,253	)		0		5,514
Loss from continuing operations, net of tax		(158,851	)		(25,712	)		40		(184,523	)
Income from discontinued operations, net of tax		4,676			0			0		4,676
Net loss		(154,175	)		(25,712	)		40		(179,847	)
Less: Net loss attributable to non-controlling interests		1,566			0			0		1,566
Less: Accretion of redemption preference on redeemable    convertible non-controlling interest - Netsmart		(43,850	)		43,850			0		0
Net loss attributable to Allscripts Healthcare    Solutions, Inc. stockholders	$	(196,459	)	$	18,138		$	40	$	(178,281	)
Net loss attributable to Allscripts Healthcare    Solutions, Inc. stockholders per share:
Basic
Continuing operations	$	(1.12	)	$	0.10		$	0.00	$	(1.02	)
Discontinued operations		0.03			0.00			0.00		0.03
Net loss attributable to Allscripts Healthcare    Solutions, Inc. stockholders per share	$	(1.09	)	$	0.10		$	0.00	$	(0.99	)
Diluted
Continuing operations	$	(1.12	)	$	0.10		$	0.00	$	(1.02	)
Discontinued operations		0.03			0.00			0.00		0.03
Net loss attributable to Allscripts Healthcare    Solutions, Inc. stockholders per share	$	(1.09	)	$	0.10		$	0.00	$	(0.99	)

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016

				Pro Forma Adjustments
(In thousands, except per share amounts)	Allscripts Historical (B)			Netsmart Historical (A)			Intercompany Activity (C)			Pro Forma
Revenue:
Software delivery, support and maintenance	$	1,003,618		$	(106,882	)	$	2,563		$	899,299
Client services		546,281			(66,479	)		6,968			486,770
Total revenue		1,549,899			(173,361	)		9,531			1,386,069
Cost of revenue:
Software delivery, support and maintenance		331,055			(38,938	)		2,115			294,232
Client services		459,174			(46,718	)		6,867			419,323
Amortization of software development and    acquisition-related assets		88,631			(17,416	)		0			71,215
Total cost of revenue		878,860			(103,072	)		8,982			784,770
Gross profit		671,039			(70,289	)		549			601,299
Selling, general and administrative expenses		392,865			(58,331	)		(13	)		334,521
Research and development		187,906			(9,399	)		27			178,534
Asset impairment charges		4,650			0			0			4,650
Amortization of intangible and acquisition-related assets		25,847			(9,971	)		8			15,884
Income from operations		59,771			7,412			527			67,710
Interest expense		(68,141	)		38,663			0			(29,478	)
Other income, net		1,087			(258	)		0			829
Equity in net loss of unconsolidated investments		(7,501	)		0			0			(7,501	)
Loss from continuing operations before income taxes		(14,784	)		45,817			527			31,560
Income tax benefit (expense)		17,814			(18,123	)		0			(309	)
Net income		3,030			27,694			527			31,251
Less: Net income attributable to non-controlling interests		(146	)		0			0			(146	)
Less: Accretion of redemption preference on redeemable    convertible non-controlling interest - Netsmart		(28,536	)		28,536			0			0
Net (loss) income attributable to Allscripts Healthcare    Solutions, Inc. stockholders	$	(25,652	)	$	56,230		$	527		$	31,105
Net (loss) income attributable to Allscripts Healthcare    Solutions, Inc. stockholders per share:
Basic	$	(0.14	)	$	0.30		$	0.00		$	0.16
Diluted	$	(0.14	)	$	0.30		$	0.00		$	0.16

The Company's Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2018, the Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2018 and the Years Ended December 31, 2017 and 2016 include the following:
(A)	As reported in the Quarterly Report on Form 10-Q filed by the Company with the SEC on November 2, 2018. Netsmart activity for the year ended December 31, 2016 includes activity from March 17, 2016 through December 31, 2016.
(B)	As reported in the Annual Report on Form 10-K filed by the Company with the SEC on February 26, 2018. During the first quarter of 2018, the Company changed the presentation of certain bundled revenue streams. Such revenue was previously included as part of software, delivery, support and maintenance revenue. Under the new presentation, such revenue is included as part of client services revenue. The revenue previously reported for the years ended December 31, 2017 and 2016 has been recast to match to the new presentation by reducing software delivery, support and maintenance and increasing client services by $18.3 and $8.7 million, respectively.
(C)	Represents intercompany transactions that would not have been eliminated if Netsmart's results were not consolidated.
(D)	Represents the proceeds and gain, net of tax from the sale of Netsmart as if it had occurred on September 30, 2018.
(E)	Netsmart's balance for allowance for doubtful accounts was $13,238 as of September 30, 2018.
(F)	The pro forma tax rate of 20.5% differs from the blended federal and state statutory rate of 26% due to the application of valuation allowances relating to use of NOLs and tax credits.