Veradigm Inc. (MDRX) Earnings Call Transcript & Summary

Greetings, and welcome to the Veradigm Investor Update Conference Call and Webcast. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Jenny Gelinas, Vice President, Investor Relations. Jenny, please go ahead.

Thank you very much. Good morning, and welcome to the Veradigm Update Conference Call. Our speakers today are Don Trigg, Veradigm's Chief Executive Officer; and Lee Westerfield, our Interim Chief Financial Officer. We will be making a number of forward-looking statements during the presentation and Q&A part of the call. These statements are based on current expectations and involve a number of risks and uncertainties that could cause our actual results to vary materially from those reflected in the forward-looking statements. We undertake no obligation to revise these forward-looking statements in light of new information or future events. Please refer to our releases and SEC filings for more information regarding the risk factors that may affect our results. All financial information presented today is estimated and unaudited. Today's meeting will start with a financial update from Lee, followed by an update from Don. And with that, I'm going to hand the call over to Lee.

Thank you, Jenny. Let me also welcome everyone who has joined our call this morning. This morning, first, I will provide a financial update, addressing quarterly revenue performance, full year outlook, and the progress we have made with our financial filings and remediation. Then Don will share his thoughts. Before reviewing our financial performance with you, I'd like to take a moment and talk about our fundamentals and our top priorities for 2025. With all of the accounting remediations and IT implementations, it's easy to lose sight of the fact that Veradigm operates attractive businesses. My message to you continues to be this, our fundamentals are sound. How so? First, our recurring revenue. Nearly 80% of our revenue is recurring generated from an installed base of EHR and health technology solutions. And looking ahead, new solutions coming to market and initiatives to retain and expand our existing customer base should reignite our future growth. Second, our operating profitability reflects our mix of software revenue and services. This year, under our competitive fitness program, actions are underway to improve efficiency and contribute to profitability in future years. Finally, we remain soundly capitalized. We are net cash positive. Our leverage is light, and we have ample cash on hand with additional available liquidity for the road ahead. These are the qualities I see anchoring our fundamentals, a firm foundation to renew Veradigm. Now turning to our recent financial performance. In summary, there were no surprises. The overall business remains stable. Revenue in the second quarter and year-to-date this year remained essentially flat versus the same periods in the prior year. Top line growth in Q2 was consistent with our expectations for approximately flat growth in 2025, that's both in Q2 and year-to-date. Let me provide you with more details about revenue. Q2 estimated revenue is in the range of $145 million to $148 million. Revenue in Q2 decreased slightly versus the prior year, down 2% at the midpoint and year-to-date, down 1% at the midpoint. Revenue quality remained high. Recurring revenue was an estimated 79% of total, consistent with 79% in the prior year. Drilling down further into our business segments, Provider, our largest segment, generates the majority of recurring revenue. Provider revenue in Q2 is estimated in the range of $115 million to $117 million, down 3% at the midpoint from prior year. To add color, decreases in ERP solution and Payerpath clearinghouse were partially offset by increases in both of our EHR products, Practice Fusion and Veradigm EHR. Meanwhile, in Payer and Life Sciences, we enable future growth by expanding the reach of health data sourced directly in-house and through our partner network. Payer and Life Science revenue in Q2 is estimated in the range of $30 million to $31 million, up a modest 3% at the midpoint with prior year. Payer saw revenue increases in both clinical data exchange and gap closure products, combined with approximately flat performance in Life Science in media and in real-world solutions. Next, I'll turn to cash. But just before doing so, let me make a comment to you on reporting profit metrics on EBITDA and why we have not provided that key metric of financial performance. Until we file with the SEC, it's my commitment to you to share financial information that meets a high-quality standard based on all known data. The company is underway auditing prior years and some elements, especially those rolling from 2024 into 2025 remain under review. Estimated revenue ranges at this stage meet our high-quality standard to publish to you in a range. Profit metrics, on the other hand, do not yet meet that threshold for public disclosure. I look forward in the future to sharing complete financials with you. In the meantime, today, I'm providing reliable revenue estimates. Now turning to our cash and our debt. Again, we are appropriately capitalized and remain net cash positive. We have cash in excess of our debt. Subsequent to June 30, our cap structure has been further simplified. But let me say first, as of June 30, 2025, debt on the balance sheet was $283 million, which consisted of $208 million of the principal amount of convertible notes plus $75 million for the relatively new senior secured loan. Cash on the balance sheet as of June 30, 2025 was $350 million, which increased by $78 million from March 31, 2025. I will walk you through 4 major sources and uses of cash that sum up to the $78 million change in cash during the second quarter. One, a net inflow from the new debt financing of $72 million, which consists of the $75 million in principal, less $3 million for original issue discount; two, a net inflow from investing activity of $23 million, which mainly consists of the sale of a private minority investment; three, an outflow for CapEx of $7 million, mainly for software development; fourth and finally, a net outflow for operating activities totaling $10 million. Now that figure covers a broad array of items. So let me drill down into the net outflow for operating activities a bit further. Ordinary items, such as working capital changes, tax, net interest netted to an inflow of $7 million. Offsetting that net inflow were outflows for nontypical transaction and other expenses. These totaled an outflow of $17 million for transaction and other expenses. And those transaction and other expenses include several items, I should name, severance, legal fees, professional consulting, accounting fees for the restatement of 2022's fiscal year. In short, typical inflows for net working capital and other items partially offset nontypical transaction and other outflows. Now I'll speak about our pro forma net cash. And by pro forma here, I mean a pro forma for the subsequent repayment of convertible notes that took place after June 30. In 2 steps, we repaid substantially all of our notes. Step 1 occurred in July, and we used $180 million of cash on hand to repurchase $164 million of face value plus $16 million of repurchase premium and accrued interest on the put date July 1. Step 2 in September, we used $50 million for a voluntary repurchase of $44 million of face value plus $6 million of repurchase premium and accrued interest. And that latest repurchase was announced just Monday. So now where do we stand? For debt, as of September 30, last night, debt on the balance sheet is $75 million, substantially all of which is our senior secured term loan, which we entered into last June with Francisco Partners. On a pro forma basis, cash as of June 30 would have been $121 million had the repurchase of the notes occurred on June 30. So in short, net cash pro forma as of June 30, 2025 after the repayment of the convertible notes would have been a positive $46 million of net cash. Moving on now to share count. I'll provide you with an updated count. As of Monday, September 29, the company had 108.9 million basic shares of common stock outstanding. And in addition to basic shares, there are also equity grants to employees. There are 10.6 million unvested restricted stock units issued to incentivized employees. Turning now to our financial outlook. Today, I'm reaffirming our outlook for revenue in 2025 to remain approximately flat versus 2024. And I'm also reaffirming that we expect to remain net cash positive throughout 2025. Now I want to update you on the progress we've made toward regaining current filing status with the SEC. Just as I discussed with you in June, BDO over the past several months has been actively engaged with me and our accounting team working toward the annual audits for both fiscal years 2023 and 2024. That work is well underway. The team has made good progress. Now just as a reminder, we filed the restated 2022 10-K back in March 18 of this year. Now we're working on the '23 and '24 audits. Once we complete those, we will turn our attention promptly to completing -- working on and completing the 2025 10-K. That's the sequence. Also, as I stated on our call in June, we have material weaknesses to remediate. Work continues to progress on the design and the execution of new controls towards remediation. So today, I also reaffirm with you that we anticipate becoming current in our SEC financial reporting sometime during 2026 and also that we plan to subsequently relist our common stock. To wrap up, I want to reiterate our top line remains stable. We are performing consistent with our expectations. We remain net cash positive and maintain a strong capital position for our road ahead. Now it's my pleasure to welcome Don Trigg, our new CEO. And just as a matter of background, I thought you'd be interested. As many of you will know, Don brings over 20 years' of leadership expertise in health care technology, proven record, driving innovation and growth in the industry. Most recently, Don was the CEO of apree health. That company delivers advanced primary care solutions through digital tools and empowers independent practices with data and technology. And apree demonstrated the real importance of high-quality provider practices and the critical role data and technology can play in supporting those customers. Prior to his role at apree, Don worked at Cerner, a familiar name, a $5 billion revenue health care IT services leader, most recently serving as its President. In this role, Don held responsibility for the full breadth of Cerner's business groups, which included Cerner's foundational businesses, its electronic medical records and its revenue cycle units and also Cerner's strategic growth businesses, its life science and data units. Now I'll pass the call over to you, Don. Thank you.

Thank you, Lee. Good morning. At the 30-day mark as CEO, I not only am excited to be with you this morning, but I'm excited to be at Veradigm. Every company has chapters. As a health care IT veteran, the Veradigm book is one that I've read and studied for decades. The entrepreneurial push from earlier leaders built a national provider client base of independent physician practices. These clients are core to our business today. Well in advance of other electronic medical record companies, Veradigm saw the promise of data to break down administrative friction between providers and payers as well as help pharmaceutical companies accelerate new drug discovery. Today, we have 100 health plan clients and one of the largest ambulatory data sets for pharmaceutical research. All the major Veradigm markets are ones that I've built or scaled businesses in over the last 2 decades. At Cerner, we not only were a major supplier of EMR and revenue cycle solutions, but also had large strategic growth businesses around provider network management and real-world evidence. At apree health, national and regional health plans were our core customers for digital navigation solutions, clinical advocacy services and advanced primary care. As I talked to the Board this summer, I became increasingly convinced about the Veradigm opportunity. We have a large national provider and payer base that would take years for a start-up to replicate. We have a strategic data asset that offers a differentiated view into Main Street Health. These end markets have real challenges. Data and technology are the single biggest lever to solve them. Like any first 30-day sprint, the weeks since my September start have been filled with clients, partners and teammates. It's been great to jump in. From conversations in the market to internal town halls to small group deep dives, I've had the opportunity to dig into the state of the business, review product road maps, assess key operational deliverables and begin to build a cadence with the team. Unsurprisingly, we have a set of challenges. We also have a set of clear advantages. And in the balance, I leave the first month with even greater conviction about the Veradigm opportunity ahead. Our near-term focus is straightforward: improve profitability, reignite growth and become current with our SEC filings. It's our must-do list and the work to advance it is underway. We're going to have increased discipline around how we invest capital, maximizing the return on every dollar spent. We're assessing the functional areas of the business. We're broadening our global workforce strategy to include our Q3 build-out of our operating footprint in Pune, India. And we're reviewing our end-to-end product portfolio through the twin lenses of growth and profitability. I'm challenging leaders to act like owners, and we're making solid progress as a team. Second, on the growth front, the business update this morning offered a solid date-driven process to look at first half performance, review our second half forecast and assess the go-to-market capabilities of our 3 business units. In our Provider business, our revenue cycle strategy is showing modest signs of momentum. In Q2, we signed a 3-year deal in the Southeast for our practice management and full revenue cycle services with an annual contract value of $2.7 million. A Midwest Specialty Group saw the benefits of our revenue cycle expertise and signed a 60-month deal for full revenue cycle services. The sales and client teams both described real revenue cycle traction, and it's a major focus to close their year. Given the sales and pipeline momentum, we're focusing a portion of our internal AI capacity on revenue cycle efficiencies. Our goal is to reduce the time required to provide business intelligence and reporting to our clients. The result will be better, more accurate client reporting that requires fewer Veradigm hours to deliver. Beyond the provider space, the payer business has been pushing to broaden its work with health plans beyond its early footholds around interoperability, data exchange and analytics. Gaps in care closure is a major pain point for health plans and a major focus for the team. We now have 10,000 practices and over 35,000 providers that have deployed our gap in care closure called Veradigm Payer Insights. Beyond the technology, we also offer an end-to-end gaps in care closure solution called CORE, leveraging our expertise around practice operations and provider workflows. There's a solid sales pipeline for both solutions, and we're focused on a strong close to the year. Finally, in our Life Sciences business, Veradigm offers one of the largest and most geographically representative ambulatory patient data sets for pharmaceutical research. Our data reflects the U.S. population free from regional bias. It's an unmatched view into Main Street Health. You can see the power of the Veradigm capabilities and recent collaboration with the American College of Cardiology. Their campaign driving urgency and LDL screening sought to encourage providers to help improve screenings from so-called bad cholesterol that can lead to heart disease and stroke. The Veradigm network increased the reach of the initiative by 30,000 providers. Our third and final near-term must do beyond improved profitability and reigniting growth is to get current and stay current on our SEC financial reporting. In the months ahead, we look forward to sharing continued progress on our SEC filings. We also will convert our new operational systems infrastructure, which we call Project Atlas. I've met with the internal leaders at the center of both work streams. They understand the importance of the work and are moving with a good balance of operational urgency and financial accuracy to deliver it. We appreciate those efforts. Improve profitability, reignite growth, get current and stay current. It is our must-do list and the work to advance it is underway. The coming 30-day window is an important one. We begin to formulate our 2026 plan, we're going to have increased discipline around how we invest capital. We're going to concentrate our growth bets and delivering on them, and we're going to harden our financial systems and reporting and relist our common stock in 2026. One of the things that I've said to the team over the last 4 weeks is better starts with different. Change is hard, and it's exciting. I could not be more excited to be at the company and helping write this next chapter for Veradigm. With that, let me open the line for questions.

[Operator Instructions] Our first question today is coming from Jeff Garro from Stephens.

Don, great to speak with you, again. I want to start with -- I'll start on the relisting time line. I appreciate the reiteration of some of the comments there and that there's a sequence to it. Any further color you can give us on what is the next step we can look for and an expectation around timing of that next step? And maybe alternatively, from last time we spoke, any kind of obstacles that have come off there? Or anything that has gone maybe a little bit smoother than planned that make you feel better about where the time line looks from here.

First of all, good to hear your voice. Happy to answer. The steps to relist and the timing. So we've outlined really no new information, but reiterated what we said previously, which is that we intend to regain current filing status. I'm just reaffirming these points, regaining current filing status during 2026 and thereafter relist the stock. Between now and then, the events that will take place, they go in sequence. We'll file our 2023 and our 2024 10-K. That's a super K. We'll then work on our 2025 and file our 2025 10-K. That will include the quarters. We'll then work on quarters up until the point when we're current, and then we'll be current during 2026. You're looking for dates, I respect that a lot. The work that we're doing with our auditor and internally to implement our ERP systems are all really important elements of that time line and work towards relisting and towards regaining current filing status. And they have a natural rhythm that they'll undertake. And if I say -- were to say more, I'd really be imposing kind of artificial time line against what really is the auditor's progress and our own work internally on those important initiatives, again, filing the case and implementing our ERP.

Yes. The only thing I would just add on that from a company level perspective would be it's a great opportunity for us. We are relooking and reimplementing our core systems infrastructure as a company. So it's a great chance for us to look at structure, process and systems around how we run the business. And to really stress test how we want to think about the dollars that we're allocating around that space, but also how we think about the performance of the business itself. I also think the process of relisting gives us a chance, much like an S-1 and an IPO to really think about what it looks like to frame up the longer-term vision for the company and how we want to think about that on a multiyear basis. And so I think the team is organizing around not just the remediations, which are critical and important, but also thinking about where is the strategic leverage that we can find in the work. And I think there's a couple of things that are going to make us better both at the vision and strategy level and at the operating level as we play through this process over the course of the next several months.

I appreciate that color, and we'll use it as a segue to ask a broader, more strategic question to that. Curious what you came across in your diligence before you took this position. You said you studied the company for decades, but the Veradigm today isn't what the Allscripts business was a decade ago, just as the portfolio has changed, and the company has navigated the more recent challenges. So curious as you decided to take on this position, what you saw, and I know it's only 30 days in, but you presumably had a chance to meet with a lot of people internally and maybe some customers as well. And given that there's less investor-facing interaction over the last several months and years. But the business has gone on. So if you could give your take on Veradigm's reputation in the marketplace from what you've seen so far, too, that would be helpful.

Yes, for sure. Like you said, early days in terms of stepping into post, but certainly had a number of market conversations prior to my start and since I've arrived. And the first thing I would say is this anchor client base is one that is really hungry for better capabilities to help them deal with challenges around practice operations and in particular, as I talked about in the script, what they need to get done from a financial and revenue cycle perspective. And so I emerged from my conversations feeling like there was a real opportunity for us to add more strategic and operational value with our client base around the technologies and solutions that we were providing. I've spent the better part of the last couple of years really focused on the provider practice space at apree and have a lot of conviction and depth of thinking around what it looks like to help providers organize around building their businesses and delivering what's required clinically, operationally and financially to do so. So I think there's a huge opportunity for us to show up and have a bigger impact on the practice side. Secondly, while some of the headline coverage around Veradigm's work in the data space has anchored to Life Sciences over the last number of years, I was excited to find the work and activity that was taking place around provider-payer connectivity. And again, having spent time in the payer end market, particularly the regional Blues over the last 8 to 12 quarters, their level of focus on provider network and provider network management strategies, and I think that's a place where Veradigm has a lot of competency, a lot of brand equity and a lot of solution capability where we can show up and add significant value as national and regional plans start to think more aggressively and invest more aggressively in their provider network management strategies. So those 2 things, in particular, were exciting to me as I talked with Lou Silverman, our Chair, and the larger Board around the opportunity. And then finally, as you know, from my time at Cerner, we made some large investments, including the Kantar acquisition around real-world evidence and the data space. I still think there are opportunities there. I'm digging into that piece of the business to really understand what's it look like for us to take that business and meaningfully grow it in a way that's relevant to how we think about the business on a 1 quarter and full year basis. But there's a lot here. And I think once you get beyond some of the noise around the audit and reporting activity and the relisting, I think people are going to get excited about the strategic potential embedded in the business.

[Operator Instructions] We have reached the end of our question-and-answer session. I turn the floor back over for any further or closing comments.

Yes. Let me just close out the call by saying thank you very much for folks for listening in and for the framing and the question that was provided. I think we're excited to continue to make progress around the business as we look out to '26. Again, as I said in my comments, a push to improve profitability, really reignite the growth story, as I described. And then as Lee nicely framed, make progress against the relisting process as we relist the stock in '26. So thanks so much for being here. We appreciate your participation, and we look forward to speaking with you next time.

Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time, and have a wonderful day. We thank you for your participation today.