UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019March 31, 2020

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-35547

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

36-4392754

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

222 Merchandise Mart, Suite 2024

Chicago, IL 60654

(Address of Principal Executive Offices, Zip Code)

(800) 334-8534

(Registrant's Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which Registered

Common Stock, par value $0.01 per share

MDRX

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes        No   

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes        No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

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.      

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes        No   

As of August 5, 2019,May 1, 2020, there were 166,653,482162,550,390 shares of the registrant's $0.01 par value common stock outstanding.

 


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

FORM 10-Q

For the Fiscal Quarter Ended June 30, 2019March 31, 2020

TABLE OF CONTENTS

 

 

  

 

 

PAGE

PART I. FINANCIAL INFORMATION

 

3

Item 1.

 

Financial Statements (unaudited)

 

3

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

2926

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

4237

Item 4.

 

Controls and Procedures

 

4237

PART II. OTHER INFORMATION

 

4338

Item 1.

 

Legal Proceedings

 

4338

Item 1A.

 

Risk Factors

 

4338

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

43

Item 5.

Other Information

4438

Item 6.

 

Exhibits

 

4439

SIGNATURES

 

4540

 

2


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share amounts)

 

June 30, 2019

 

 

December 31, 2018

 

 

March 31, 2020

 

 

December 31, 2019

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

138,903

 

 

$

174,243

 

 

$

204,308

 

 

$

129,668

 

Restricted cash

 

 

9,236

 

 

 

10,552

 

 

 

7,824

 

 

 

7,871

 

Accounts receivable, net of allowance of $41,647 and $50,406 as of

June 30, 2019 and December 31, 2018, respectively

 

 

428,085

 

 

 

465,264

 

Contract assets

 

 

75,351

 

 

 

66,451

 

Accounts receivable, net of allowance of $35,622 and $23,879 as of

March 31, 2020 and December 31, 2019, respectively

 

 

471,213

 

 

 

459,751

 

Contract assets, net of allowance of $1,068 and $0 as of March 31, 2020 and December 31, 2019, respectively

 

 

98,171

 

 

 

95,982

 

Prepaid expenses and other current assets

 

 

152,476

 

 

 

142,455

 

 

 

125,677

 

 

 

147,990

 

Total current assets

 

 

804,051

 

 

 

858,965

 

 

 

907,193

 

 

 

841,262

 

Fixed assets, net

 

 

105,923

 

 

 

121,913

 

 

 

81,830

 

 

 

88,339

 

Software development costs, net

 

 

225,646

 

 

 

209,660

 

 

 

250,412

 

 

 

243,929

 

Intangible assets, net

 

 

402,783

 

 

 

431,081

 

 

 

358,309

 

 

 

374,142

 

Goodwill

 

 

1,382,244

 

 

 

1,373,744

 

 

 

1,361,115

 

 

 

1,362,017

 

Deferred taxes, net

 

 

5,000

 

 

 

5,036

 

 

 

5,429

 

 

 

5,704

 

Contract assets - long-term

 

 

98,362

 

 

 

71,879

 

Contract assets - long-term, net of allowance of $4,273 and $0 as of March 31, 2020 and December 31, 2019, respectively

 

 

54,501

 

 

 

67,559

 

Right-of-use assets - operating leases

 

 

96,097

 

 

 

0

 

 

 

110,469

 

 

 

98,020

 

Other assets

 

 

115,367

 

 

 

109,206

 

 

 

123,598

 

 

 

124,767

 

Total assets

 

$

3,235,473

 

 

$

3,181,484

 

 

$

3,252,856

 

 

$

3,205,739

 


3


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Unaudited)

(In thousands, except per share amounts)

 

June 30, 2019

 

 

December 31, 2018

 

 

March 31, 2020

 

 

December 31, 2019

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

90,670

 

 

$

73,166

 

 

$

79,168

 

 

$

104,014

 

Accrued expenses

 

 

256,516

 

 

 

107,068

 

 

 

217,273

 

 

 

270,662

 

Accrued compensation and benefits

 

 

53,741

 

 

 

100,076

 

 

 

67,635

 

 

 

68,569

 

Income tax payable

 

 

0

 

 

 

29,644

 

Deferred revenue

 

 

432,222

 

 

 

466,797

 

 

 

401,483

 

 

 

379,843

 

Current maturities of long-term debt

 

 

22,121

 

 

 

20,059

 

 

 

370,751

 

 

 

364,465

 

Current operating lease liabilities

 

 

24,501

 

 

 

0

 

 

 

21,910

 

 

 

23,137

 

Current liabilities attributable to discontinued operations

 

 

0

 

 

 

920

 

Total current liabilities

 

 

879,771

 

 

 

797,730

 

 

 

1,158,220

 

 

 

1,210,690

 

Long-term debt

 

 

822,724

 

 

 

647,539

 

 

 

680,434

 

 

 

551,004

 

Deferred revenue

 

 

13,011

 

 

 

15,984

 

 

 

12,439

 

 

 

12,337

 

Deferred taxes, net

 

 

56,899

 

 

 

58,470

 

 

 

18,484

 

 

 

21,038

 

Long-term operating lease liabilities

 

 

93,117

 

 

 

0

 

 

 

108,068

 

 

 

95,162

 

Other liabilities

 

 

53,744

 

 

 

81,334

 

 

 

33,431

 

 

 

30,320

 

Total liabilities

 

 

1,919,266

 

 

 

1,601,057

 

 

 

2,011,076

 

 

 

1,920,551

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock: $0.01 par value, 1,000 shares authorized,

no shares issued and outstanding as of June 30, 2019 and December 31, 2018

 

 

0

 

 

 

0

 

Common stock: $0.01 par value, 349,000 shares authorized as of June 30, 2019

and December 31, 2018; 272,472 and 166,653 shares issued and outstanding as of

June 30, 2019, respectively; 270,955 and 171,224 shares issued and outstanding

as of December 31, 2018, respectively

 

 

2,724

 

 

 

2,709

 

Treasury stock: at cost, 105,818 and 99,731 shares as of June 30, 2019 and

December 31, 2018, respectively

 

 

(524,767

)

 

 

(460,543

)

Preferred stock: $0.01 par value, 1,000 shares authorized,

0 shares issued and outstanding as of March 31, 2020 and December 31, 2019

 

 

0

 

 

 

0

 

Common stock: $0.01 par value, 349,000 shares authorized as of March 31, 2020

and December 31, 2019; 273,484 and 161,901 shares issued and outstanding

as of March 31, 2020, respectively; 272,609 and 162,475 shares issued

and outstanding as of December 31, 2019, respectively

 

 

2,733

 

 

 

2,725

 

Treasury stock: at cost, 111,583 and 110,134 shares as of March 31, 2020 and

December 31, 2019, respectively

 

 

(580,871

)

 

 

(571,157

)

Additional paid-in capital

 

 

1,867,613

 

 

 

1,881,494

 

 

 

1,914,816

 

 

 

1,907,348

 

(Accumulated deficit) retained earnings

 

 

(24,641

)

 

 

132,842

 

Accumulated deficit

 

 

(87,643

)

 

 

(49,336

)

Accumulated other comprehensive loss

 

 

(4,722

)

 

 

(5,389

)

 

 

(7,255

)

 

 

(4,392

)

Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity

 

 

1,316,207

 

 

 

1,551,113

 

Non-controlling interest

 

 

0

 

 

 

29,314

 

Total stockholders’ equity

 

 

1,316,207

 

 

 

1,580,427

 

 

 

1,241,780

 

 

 

1,285,188

 

Total liabilities and stockholders’ equity

 

$

3,235,473

 

 

$

3,181,484

 

 

$

3,252,856

 

 

$

3,205,739

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(In thousands, except per share amounts)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

$

285,023

 

 

$

284,485

 

 

$

560,535

 

 

$

565,038

 

Client services

 

 

159,437

 

 

 

156,979

 

 

 

315,974

 

 

 

310,148

 

Total revenue

 

 

444,460

 

 

 

441,464

 

 

 

876,509

 

 

 

875,186

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

 

91,351

 

 

 

92,938

 

 

 

179,484

 

 

 

178,948

 

Client services

 

 

139,957

 

 

 

150,174

 

 

 

281,556

 

 

 

287,262

 

Amortization of software development and

    acquisition-related assets

 

 

29,030

 

 

 

24,585

 

 

 

57,252

 

 

 

50,544

 

Total cost of revenue

 

 

260,338

 

 

 

267,697

 

 

 

518,292

 

 

 

516,754

 

    Gross profit

 

 

184,122

 

 

 

173,767

 

 

 

358,217

 

 

 

358,432

 

Selling, general and administrative expenses

 

 

105,542

 

 

 

122,913

 

 

 

205,787

 

 

 

242,850

 

Research and development

 

 

63,414

 

 

 

74,491

 

 

 

127,724

 

 

 

139,281

 

Asset impairment charges

 

 

3,691

 

 

 

30,075

 

 

 

3,789

 

 

 

30,075

 

Amortization of intangible and acquisition-related assets

 

 

6,732

 

 

 

6,382

 

 

 

13,529

 

 

 

13,021

 

Income (loss) from operations

 

 

4,743

 

 

 

(60,094

)

 

 

7,388

 

 

 

(66,795

)

Interest expense

 

 

(10,424

)

 

 

(11,980

)

 

 

(20,608

)

 

 

(23,674

)

Other loss, net

 

 

(144,994

)

 

 

(13

)

 

 

(144,481

)

 

 

(48

)

Gain on sale of businesses, net

 

 

0

 

 

 

173,129

 

 

 

0

 

 

 

172,258

 

(Impairment) recovery of long-term investments

 

 

0

 

 

 

(9,987

)

 

 

1,045

 

 

 

(15,487

)

Equity in net income of unconsolidated investments

 

 

218

 

 

 

767

 

 

 

154

 

 

 

706

 

(Loss) income from continuing operations before income taxes

 

 

(150,457

)

 

 

91,822

 

 

 

(156,502

)

 

 

66,960

 

Income tax benefit (provision)

 

 

527

 

 

 

(7,256

)

 

 

(1,405

)

 

 

(7,555

)

(Loss) income from continuing operations, net of tax

 

 

(149,930

)

 

 

84,566

 

 

 

(157,907

)

 

 

59,405

 

Loss from discontinued operations

 

 

0

 

 

 

(14,107

)

 

 

0

 

 

 

(19,123

)

Income tax effect on discontinued operations

 

 

0

 

 

 

3,813

 

 

 

0

 

 

 

5,475

 

Loss from discontinued operations, net of tax

 

 

0

 

 

 

(10,294

)

 

 

0

 

 

 

(13,648

)

Net (loss) income

 

 

(149,930

)

 

 

74,272

 

 

 

(157,907

)

 

 

45,757

 

Net loss attributable to non-controlling interests

 

 

0

 

 

 

2,700

 

 

 

424

 

 

 

3,490

 

Accretion of redemption preference on redeemable

   convertible non-controlling interest - discontinued operations

 

 

0

 

 

 

(12,148

)

 

 

0

 

 

 

(24,297

)

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

(149,930

)

 

$

64,824

 

 

$

(157,483

)

 

$

24,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.90

)

 

$

0.49

 

 

$

(0.94

)

 

$

0.35

 

Discontinued operations

 

 

0.00

 

 

 

(0.13

)

 

 

0.00

 

 

 

(0.21

)

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share

 

$

(0.90

)

 

$

0.36

 

 

$

(0.94

)

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.90

)

 

$

0.49

 

 

$

(0.94

)

 

$

0.35

 

Discontinued operations

 

 

0.00

 

 

 

(0.13

)

 

 

0.00

 

 

 

(0.21

)

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share

 

$

(0.90

)

 

$

0.36

 

 

$

(0.94

)

 

$

0.14

 

 

 

Three Months Ended

March 31,

 

(In thousands, except per share amounts)

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

$

263,612

 

 

$

275,512

 

Client services

 

 

153,101

 

 

 

156,537

 

Total revenue

 

 

416,713

 

 

 

432,049

 

Cost of revenue:

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

 

76,325

 

 

 

81,033

 

Client services

 

 

152,786

 

 

 

148,699

 

Amortization of software development and

    acquisition-related assets

 

 

30,641

 

 

 

28,222

 

Total cost of revenue

 

 

259,752

 

 

 

257,954

 

    Gross profit

 

 

156,961

 

 

 

174,095

 

Selling, general and administrative expenses

 

 

97,288

 

 

 

100,245

 

Research and development

 

 

62,155

 

 

 

64,310

 

Asset impairment charges

 

 

0

 

 

 

98

 

Amortization of intangible and acquisition-related assets

 

 

6,718

 

 

 

6,797

 

(Loss) income from operations

 

 

(9,200

)

 

 

2,645

 

Interest expense

 

 

(12,223

)

 

 

(10,184

)

Other income, net

 

 

522

 

 

 

513

 

Recovery of long-term investments

 

 

0

 

 

 

1,045

 

Equity in net income (loss) of unconsolidated investments

 

 

200

 

 

 

(64

)

Loss from continuing operations before income taxes

 

 

(20,701

)

 

 

(6,045

)

Income tax benefit (provision)

 

 

347

 

 

 

(1,932

)

Net loss

 

 

(20,354

)

 

 

(7,977

)

Net loss attributable to non-controlling interests

 

 

0

 

 

 

424

 

Net loss attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

(20,354

)

 

$

(7,553

)

Net loss attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share - Basic

 

$

(0.13

)

 

$

(0.04

)

Net loss attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share - Diluted

 

$

(0.13

)

 

$

(0.04

)

The accompanying notes are an integral part of these consolidated financial statements.

5


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

Net (loss) income

 

$

(149,930

)

 

$

74,272

 

 

$

(157,907

)

 

$

45,757

 

Net loss

 

$

(20,354

)

 

$

(7,977

)

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(156

)

 

 

(1,685

)

 

 

539

 

 

 

(1,562

)

 

 

(2,512

)

 

 

695

 

 

Change in fair value of derivatives qualifying as cash flow hedges

 

 

42

 

 

 

(460

)

 

 

174

 

 

 

(1,093

)

 

 

(473

)

 

 

132

 

 

Other comprehensive (loss) income before income

tax (expense) benefit

 

 

(114

)

 

 

(2,145

)

 

 

713

 

 

 

(2,655

)

Income tax (expense) benefit related to items in

other comprehensive (loss) income

 

 

(11

)

 

 

120

 

 

 

(46

)

 

 

434

 

Total other comprehensive income (loss)

 

 

(125

)

 

 

(2,025

)

 

 

667

 

 

 

(2,221

)

Comprehensive (loss) income

 

 

(150,055

)

 

 

72,247

 

 

 

(157,240

)

 

 

43,536

 

Other comprehensive income (loss) before income

tax (expense) benefit

 

 

(2,985

)

 

 

827

 

 

Income tax benefit (expense) related to items in

other comprehensive (loss) income

 

 

122

 

 

 

(35

)

 

Total other comprehensive (loss) income

 

 

(2,863

)

 

 

792

 

 

Comprehensive loss

 

 

(23,217

)

 

 

(7,185

)

 

Comprehensive loss attributable to non-controlling interests

 

 

0

 

 

 

2,700

 

 

 

424

 

 

 

3,490

 

 

 

0

 

 

 

424

 

 

Comprehensive (loss) income, net

 

$

(150,055

)

 

$

74,947

 

 

$

(156,816

)

 

$

47,026

 

 

$

(23,217

)

 

$

(6,761

)

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


6


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Number of common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

272,013

 

 

 

270,601

 

 

 

270,955

 

 

 

269,335

 

 

 

272,609

 

 

 

270,955

 

Common stock issued under stock compensation plans,

net of shares withheld for employee taxes

 

 

459

 

 

 

108

 

 

 

1,517

 

 

 

1,374

 

 

 

875

 

 

 

1,058

 

Balance at end of period

 

 

272,472

 

 

 

270,709

 

 

 

272,472

 

 

 

270,709

 

 

 

273,484

 

 

 

272,013

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

2,719

 

 

$

2,706

 

 

$

2,709

 

 

$

2,693

 

 

$

2,725

 

 

$

2,709

 

Common stock issued under stock compensation plans,

net of shares withheld for employee taxes

 

 

5

 

 

 

1

 

 

 

15

 

 

 

14

 

 

 

8

 

 

 

10

 

Balance at end of period

 

$

2,724

 

 

$

2,707

 

 

$

2,724

 

 

$

2,707

 

 

$

2,733

 

 

$

2,719

 

Number of treasury stock shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

(105,879

)

 

 

(92,648

)

 

 

(99,731

)

 

 

(88,504

)

 

 

(110,134

)

 

 

(99,731

)

Issuance of treasury stock

 

 

61

 

 

 

0

 

 

 

61

 

 

 

0

 

Purchase of treasury stock

 

 

0

 

 

 

(3,527

)

 

 

(6,148

)

 

 

(7,671

)

 

 

(1,449

)

 

 

(6,148

)

Balance at end of period

 

 

(105,818

)

 

 

(96,175

)

 

 

(105,818

)

 

 

(96,175

)

 

 

(111,583

)

 

 

(105,879

)

Treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(525,613

)

 

$

(380,335

)

 

$

(460,543

)

 

$

(322,735

)

 

$

(571,157

)

 

$

(460,543

)

Issuance of treasury stock

 

 

846

 

 

 

0

 

 

 

846

 

 

 

0

 

Purchase of treasury stock

 

 

0

 

 

 

(44,306

)

 

 

(65,070

)

 

 

(101,906

)

 

 

(9,714

)

 

 

(65,070

)

Balance at end of period

 

$

(524,767

)

 

$

(424,641

)

 

$

(524,767

)

 

$

(424,641

)

 

$

(580,871

)

 

$

(525,613

)

Additional paid-in capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,858,319

 

 

$

1,770,801

 

 

$

1,881,494

 

 

$

1,781,059

 

 

$

1,907,348

 

 

$

1,881,494

 

Stock-based compensation

 

 

10,129

 

 

 

7,212

 

 

 

21,523

 

 

 

17,147

 

 

 

9,954

 

 

 

11,394

 

Common stock issued under stock compensation plans,

net of shares withheld for employee taxes

 

 

(1,373

)

 

 

(114

)

 

 

(6,711

)

 

 

(8,410

)

 

 

(3,168

)

 

 

(5,338

)

Accretion of redemption preference on redeemable convertible

non-controlling interest - discontinued operations

 

 

0

 

 

 

(12,148

)

 

 

0

 

 

 

(24,297

)

Subsidiary issuance of common stock

 

 

0

 

 

 

430

 

 

 

0

 

 

 

0

 

Issuance of treasury stock

 

 

(144

)

 

 

0

 

 

 

(144

)

 

 

0

 

Warrants issued

 

 

682

 

 

 

682

 

 

 

1,364

 

 

 

1,364

 

 

 

682

 

 

 

682

 

Acquisition of non-controlling interest

 

 

0

 

 

 

0

 

 

 

(29,913

)

 

 

0

 

 

 

0

 

 

 

(29,913

)

Balance at end of period

 

$

1,867,613

 

 

$

1,766,863

 

 

$

1,867,613

 

 

$

1,766,863

 

 

$

1,914,816

 

 

$

1,858,319

 

Retained earnings (accumulated deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

125,289

 

 

$

(319,271

)

 

$

132,842

 

 

$

(338,150

)

 

$

(49,336

)

 

$

132,842

 

Net (loss) income less net loss attributable to non-controlling interests

 

 

(149,930

)

 

 

76,972

 

 

 

(157,483

)

 

 

49,247

 

ASC 606 implementation adjustments

 

 

0

 

 

 

13,991

 

 

 

0

 

 

 

57,438

 

ASC 606 implementation adjustments - discontinued operations

 

 

0

 

 

 

0

 

 

 

0

 

 

 

3,157

 

Net loss less net loss attributable to non-controlling interests

 

 

(20,354

)

 

 

(7,553

)

ASU 2016-13 implementation adjustments

 

 

(17,953

)

 

 

0

 

Balance at end of period

 

$

(24,641

)

 

$

(228,308

)

 

$

(24,641

)

 

$

(228,308

)

 

$

(87,643

)

 

$

125,289

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(4,597

)

 

$

(2,181

)

 

$

(5,389

)

 

$

(1,985

)

 

$

(4,392

)

 

$

(5,389

)

Foreign currency translation adjustments, net

 

 

(156

)

 

 

(1,685

)

 

 

539

 

 

 

(1,562

)

 

 

(2,512

)

 

 

695

 

Unrecognized gain (loss) on derivatives qualifying as cash flow hedges,

net of tax

 

 

31

 

 

 

(340

)

 

 

128

 

 

 

(659

)

Unrecognized (loss) gain on derivatives qualifying as cash flow hedges,

net of tax

 

 

(351

)

 

 

97

 

Balance at end of period

 

$

(4,722

)

 

$

(4,206

)

 

$

(4,722

)

 

$

(4,206

)

 

$

(7,255

)

 

$

(4,597

)

Non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

0

 

 

$

38,400

 

 

$

29,314

 

 

$

39,190

 

 

$

0

 

 

$

29,314

 

Acquisition of non-controlling interest

 

 

0

 

 

 

(6,491

)

 

 

(28,890

)

 

 

(6,491

)

 

 

0

 

 

 

(28,890

)

Net loss attributable to non-controlling interests

 

 

0

 

 

 

(2,700

)

 

 

(424

)

 

 

(3,490

)

 

 

0

 

 

 

(424

)

Balance at end of period

 

$

0

 

 

$

29,209

 

 

$

0

 

 

$

29,209

 

 

$

0

 

 

$

0

 

Total Stockholders’ Equity at beginning of period

 

$

1,456,117

 

 

$

1,110,120

 

 

$

1,580,427

 

 

$

1,160,072

 

 

$

1,285,188

 

 

$

1,580,427

 

Total Stockholders’ Equity at end of period

 

$

1,316,207

 

 

$

1,141,624

 

 

$

1,316,207

 

 

$

1,141,624

 

 

$

1,241,780

 

 

$

1,456,117

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

 

(In thousands)

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(157,907

)

 

$

45,757

 

Less: Loss from discontinued operations

 

 

0

 

 

 

(13,648

)

(Loss) income from continuing operations

 

 

(157,907

)

 

 

59,405

 

Adjustments to reconcile net (loss) income to net cash provided by operating

activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(20,354

)

 

$

(7,977

)

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

100,603

 

 

 

95,192

 

 

 

52,092

 

 

 

50,126

 

 

Operating right-of-use asset amortization

 

 

11,007

 

 

 

0

 

 

 

5,631

 

 

 

5,320

 

 

Stock-based compensation expense

 

 

21,790

 

 

 

17,154

 

 

 

9,954

 

 

 

11,658

 

 

Deferred taxes

 

 

(1,506

)

 

 

9,669

 

 

 

(2,160

)

 

 

6

 

 

Asset impairment charges

 

 

3,789

 

 

 

30,075

 

 

 

0

 

 

 

98

 

 

(Recovery) impairment of long-term investments

 

 

(1,045

)

 

 

15,487

 

Equity in net loss of unconsolidated investments

 

 

(154

)

 

 

(706

)

Gain on sale of businesses, net

 

 

0

 

 

 

(172,258

)

Other (income) losses, net

 

 

1,992

 

 

 

(898

)

Recovery of long-term investments

 

 

0

 

 

 

(1,045

)

 

Other loss (income), net

 

 

287

 

 

 

236

 

 

Changes in operating assets and liabilities (net of businesses acquired):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable and contract assets, net

 

 

42,256

 

 

 

13,990

 

 

 

5,660

 

 

 

32,307

 

 

Prepaid expenses and other assets

 

 

(16,691

)

 

 

(9,961

)

 

 

19,669

 

 

 

3,658

 

 

Accounts payable

 

 

16,285

 

 

 

19,183

 

 

 

(23,967

)

 

 

7,382

 

 

Accrued expenses

 

 

146,841

 

 

 

5,182

 

 

 

10,022

 

 

 

(4,847

)

 

Accrued compensation and benefits

 

 

(47,284

)

 

 

4,374

 

 

 

(736

)

 

 

(39,525

)

 

Deferred revenue

 

 

(77,342

)

 

 

(23,282

)

 

 

724

 

 

 

(17,107

)

 

Other liabilities

 

 

(2,670

)

 

 

(1,060

)

 

 

2,933

 

 

 

1,380

 

 

Operating leases

 

 

(11,874

)

 

 

0

 

 

 

(6,174

)

 

 

(5,854

)

 

Net cash provided by operating activities - continuing operations

 

 

28,090

 

 

 

61,546

 

Accrued DOJ settlement

 

 

(57,289

)

 

 

0

 

 

Net cash (used in) provided by operating activities - continuing operations

 

 

(3,708

)

 

 

35,816

 

 

Net cash (used in) provided by operating

activities - discontinued operations

 

 

(30,000

)

 

 

4,994

 

 

 

0

 

 

 

(30,000

)

 

Net cash (used in) provided by operating activities

 

 

(1,910

)

 

 

66,540

 

 

 

(3,708

)

 

 

5,816

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(9,429

)

 

 

(14,022

)

 

 

(2,845

)

 

 

(4,847

)

 

Capitalized software

 

 

(55,222

)

 

 

(57,339

)

 

 

(28,556

)

 

 

(28,600

)

 

Cash paid for business acquisitions, net of cash acquired

 

 

(11,718

)

 

 

(177,233

)

Cash received from sale of businesses, net

 

 

0

 

 

 

246,801

 

Purchases of equity securities, other investments and related

intangible assets, net

 

 

(1,159

)

 

 

(2,723

)

(Purchases) sales of equity securities, other investments and related intangible assets, net

 

 

(3,028

)

 

 

32

 

 

Other proceeds from investing activities

 

 

9

 

 

 

46

 

 

 

0

 

 

 

5

 

 

Net cash used in investing activities - continuing operations

 

 

(77,519

)

 

 

(4,470

)

Net cash used in investing activities - discontinued operations

 

 

0

 

 

 

(16,048

)

Net cash used in investing activities

 

 

(77,519

)

 

 

(20,518

)

 

 

(34,429

)

 

 

(33,410

)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale or issuance of common stock

 

 

0

 

 

 

212

 

Taxes paid related to net share settlement of equity awards

 

 

(6,695

)

 

 

(8,610

)

 

 

(3,174

)

 

 

(5,327

)

 

Payments of lease obligations

 

 

(68

)

 

 

(254

)

Payments for issuance costs on 0.875% Convertible Senior Notes

 

 

(758

)

 

 

0

 

 

Credit facility payments

 

 

(10,000

)

 

 

(215,001

)

 

 

(80,000

)

 

 

(5,000

)

 

Credit facility borrowings, net of issuance costs

 

 

180,000

 

 

 

275,843

 

 

 

210,000

 

 

 

120,000

 

 

Repurchase of common stock

 

 

(65,070

)

 

 

(101,905

)

 

 

(9,714

)

 

 

(65,070

)

 

Payment of acquisition and other financing obligations

 

 

(1,473

)

 

 

(3,226

)

 

 

(2,911

)

 

 

(55

)

 

Purchases of subsidiary shares owned by non-controlling interest

 

 

(54,064

)

 

 

(6,945

)

 

 

0

 

 

 

(54,064

)

 

Net cash provided by (used in) financing activities - continuing operations

 

 

42,630

 

 

 

(59,886

)

Net cash used in financing activities - discontinued operations

 

 

0

 

 

 

(7,567

)

Net cash provided by (used in) financing activities

 

 

42,630

 

 

 

(67,453

)

Net cash provided (used in) by financing activities

 

 

113,443

 

 

 

(9,516

)

 

Effect of exchange rate changes on cash and cash equivalents

 

 

143

 

 

 

(291

)

 

 

(713

)

 

 

163

 

 

Net decrease in cash and cash equivalents

 

 

(36,656

)

 

 

(21,722

)

Net increase (decrease) in cash and cash equivalents

 

 

74,593

 

 

 

(36,947

)

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

184,795

 

 

 

162,498

 

 

 

137,539

 

 

 

184,795

 

 

Cash, cash equivalents and restricted cash, end of period

 

 

148,139

 

 

 

140,776

 

 

 

212,132

 

 

 

147,848

 

 

Less: Cash and cash equivalents included in current assets

attributable to discontinued operations

 

 

0

 

 

 

(14,791

)

Cash, cash equivalents and restricted cash, end of period, excluding

discontinued operations

 

$

148,139

 

 

$

125,985

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


8


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1. Basis of Presentation and Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. (“Allscripts”) and its wholly-owned subsidiaries and controlled affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries and controlled affiliates, unless otherwise stated.

Unaudited Interim Financial Information

The unaudited interim consolidated financial statements as of and for the three and six months ended June 30,March 31, 2020 and 2019 and 2018 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated results of operations for the three and six months ended June 30, 2019March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019.2020.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting. The Company believes that the disclosures made are adequate to make these unaudited interim consolidated financial statements not misleading. They should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 20182019 (our “Form 10-K”).

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Our estimates and assumptions consider the economic implications of COVID-19 on our critical and significant accounting estimates. Actual results could differ materially from these estimates.

Change in Presentation

During the first quarter of 2019,2020, we changed our reportable segments from Provider, Veradigm and Unallocated to Core Clinical and Financial Solutions, Population HealthData, Analytics and Unallocated to Provider, VeradigmCare Coordination, and Unallocated. The business units reported within the historical segments have been reallocated into the new segments. Refer to Note 15 “Business Segments” for further discussion on the impact of the change.

Certain reclassifications were made to prior period amounts in order to conform to the current period presentation. These reclassifications had no impact on the reported prior period financial results.

Significant Accounting Policies

We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2016-02, 2016-13, ““LeasesFinancial Instruments – Credit Losses (Topic 842)326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-02”2016-13”)on January 1, 20192020 using the cumulative-effect adjustment transition method. This methodmethod. The guidance in ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires usimmediate recognition of estimated credit losses expected to recognize an adoption impact as a cumulative-effect adjustment to the January 1, 2019 retained earnings balance. Prior period balances were not adjusted upon adoption of this standard. The standard requires that leasedoccur for most financial assets and corresponding lease liabilitiescertain other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods within the consolidated balance sheets as right-of-use assets and operating or financing lease liabilities. Please referthose annual periods. Refer to Note 2 “Revenue from Contracts with Customers” and Note 3 “Leases”“Accounts Receivable” for further discussion on the impact of adoption.adoption.

Recently Adopted Accounting Pronouncements

In August 2017,2018, the FASB issuedFinancial Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging ActivitiesBoard (“ASU 2017-12”FASB”), which provides new accounting guidance to simplify and improve the reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition to that main objective, the amendments in ASU 2017-12 make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. We adopted ASU 2017-12 on January 1, 2019, and the adoption did not have any effect on our consolidated financial statements.

In June 2018, the FASB issued Accounting Standards Update No. 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers. We adopted this standard on January 1, 2019, and the adoption did not have any effect on our consolidated financial statements.

9


Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 will be effective for all entities for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluatingadopted ASU 2018-13 on January 1, 2020, and the disclosureadoption had no impact of this accounting guidance.on our consolidated financial statements.

9


In June 2016,March 2020, the FASB issued Accounting Standards Update No. 2016-13, 2020-04, Financial Instruments“Reference Rate Reform (Topic 848)Credit Losses (Topic 326): MeasurementFacilitation of Credit Lossesthe Effects of Reference Rate Reform on Financial InstrumentsReporting” (“ASU 2016-13”2020-04”)., which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidanceamendments in ASU 2016-13 replaces2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 will be effective for all entities as of March 12, 2020 through December 31, 2022. We adopted ASU 2020-04 on March 12, 2020, and the incurred loss impairment methodology under current GAAP. The new impairment model requires immediateadoption had no impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740)” (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intraperiod allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements and interim recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities.tax laws or rate changes. ASU 2016-132019-12 is effective for public business entities for annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods. Early2020, with early adoption is permitted for fiscal years beginning after December 15, 2018.permitted. We are currently inevaluating the processimpact of evaluating this new guidance, which we expect to have an impact on our consolidated financial statements and results of operations.accounting guidance.

We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, will have a material impact on our consolidated financial statements.

 

2. Revenue from Contracts with Customers

Our two2 primary revenue streams are (i) software delivery, support and maintenance and (ii) client services. Software delivery, support and maintenance revenue consists of all of our proprietary software sales (either under a perpetual or term license delivery model), subscription-based software sales, transaction-related revenue, the resale of hardware and third-party software and revenue from post-contract client support and maintenance services, which include telephone support services, maintaining and upgrading software and ongoing enhanced maintenance. Client services revenue consists of revenue from managed services solutions, such as private cloud hosting, outsourcing and revenue cycle management, as well as other client services and project-based revenue from implementation, training and consulting services. For some clients, we host the software applications licensed from us using our own or third-party servers. For other clients, we offer an outsourced service in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees.

At June 30, 2019March 31, 2020 and December 31, 2018,2019, we had capitalized costs to obtain or fulfill a contract of $21.9$19.6 million and $24.7$20.8 million, respectively, in Prepaid and other current assets and $31.9$34.4 million and $33.8$32.9 million, respectively, in Other assets. During the three months ended June 30,March 31, 2020 and 2019, and 2018, we recognized $7.4$7.5 million and $7.5 million, respectively, of amortization expense related to such capitalized costs. During the six months ended June 30, 2019 and 2018, we recognized $15.0 million and $15.5$7.6 million, respectively, of amortization expense related to such capitalized costs. The amortization of these capitalized costs to obtain a contract are included in Selling, general and administrative expense within our consolidated statements of operations.

The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivables,receivable, contract assets and customer advances and deposits. Accounts receivable, net includes both billed and unbilled amounts where the right to receive payment is unconditional and only subject to the passage of time. Contract assets include amounts where revenue recognized exceeds the amount billed to the customer and the right to payment is not solely subject to the passage of time. Deferred revenue includes advanced payments and billings in excess of revenue recognized. Our contract assets and deferred revenue are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current or long-term based on the timing of when we expect to complete the related performance obligations and bill the customer. Deferred revenue is classified as current or long-term based on the timing of when we expect to recognize revenue.

The breakdown of revenue recognized related based on the origination of performance obligations and elected accounting expedients is presented in the table below:

(In thousands)

 

Three Months

Ended

March 31, 2019

 

 

Three Months

Ended

June 30, 2019

 

 

Three Months

Ended

March 31, 2020

 

Revenue related to deferred revenue balance at beginning of period

 

$

126,184

 

 

$

146,150

 

 

$

140,132

 

Revenue related to new performance obligations satisfied during the period

 

 

248,221

 

 

 

233,696

 

 

 

216,990

 

Revenue recognized under "right-to-invoice" expedient

 

 

55,923

 

 

 

62,245

 

 

 

58,059

 

Reimbursed travel expenses, shipping and other revenue

 

 

1,721

 

 

 

2,369

 

 

 

1,532

 

Total revenue

 

$

432,049

 

 

$

444,460

 

 

$

416,713

 

 

10


(In thousands)

 

Three Months

Ended

March 31, 2018

 

 

Three Months

Ended

June 30, 2018

 

 

Three Months

Ended

March 31, 2019

 

Revenue related to deferred revenue balance at beginning of period

 

$

181,398

 

 

$

196,163

 

 

$

126,184

 

Revenue related to new performance obligations satisfied during the period

 

 

200,232

 

 

 

180,001

 

 

 

248,221

 

Revenue recognized under "right-to-invoice" expedient

 

 

49,403

 

 

 

62,533

 

 

 

55,923

 

Reimbursed travel expenses, shipping and other revenue

 

 

2,689

 

 

 

2,767

 

 

 

1,721

 

Total revenue

 

$

433,722

 

 

$

441,464

 

 

$

432,049

 

The aggregate amount of contract transaction price related to remaining unsatisfied performance obligations (commonly referred to as “backlog”) represents contracted revenue that has not yet been recognized and includes both deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog equaled $3.9$4.5 billion as of June 30, 2019,March 31, 2020, of which we expect to recognize approximately 38%32% over the next 12 months, and the remaining 62%68% thereafter.

Revenue Recognition

We recognize revenue only when we satisfy an identified performance obligation (or bundle of obligations) by transferring control of a promised product or service to a customer. We consider a product or service to be transferred when a customer obtains control because a customer has sole possession of the right to use (or the right to direct the use of) the product or service for the remainder of its economic life or to consume the product or service in its own operations. We evaluate the transfer of control primarily from the customer’s perspective as this reduces the risk that revenue is recognized for activities that do not transfer control to the customer.

The majority of our revenue is recognized over time because a customer continuously and simultaneously receives and consumes the benefits of our performance. The exceptions to this pattern are our sales of perpetual and term software licenses, and hardware, where we determined that a customer obtains control of the asset upon granting of access, delivery or shipment.

We disaggregate our revenue from contracts with customers based on the type of revenue and nature of revenue stream, as we believe those categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The below tables summarize revenue by type and nature of revenue stream as well as by our reportable segments:

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring revenue

 

$

350,113

 

 

$

361,376

 

 

$

698,749

 

 

$

714,036

 

 

$

341,219

 

 

$

348,636

 

Non-recurring revenue

 

 

94,347

 

 

 

80,088

 

 

 

177,760

 

 

 

161,150

 

 

 

75,494

 

 

 

83,413

 

Total revenue

 

$

444,460

 

 

$

441,464

 

 

$

876,509

 

 

$

875,186

 

 

$

416,713

 

 

$

432,049

 

 

 

Three Months Ended June 30, 2019

 

 

Three Months Ended March 31, 2020

 

(In thousands)

 

Provider

 

 

Veradigm

 

 

Unallocated

 

 

Total

 

 

Core Clinical and Financial Solutions

 

 

Data, Analytics and Care Coordination

 

 

Unallocated Amounts

 

 

Total

 

Software delivery, support and maintenance

 

$

247,439

 

 

$

37,451

 

 

$

133

 

 

$

285,023

 

 

$

176,800

 

 

$

76,412

 

 

$

10,400

 

 

$

263,612

 

Client services

 

 

158,251

 

 

 

1,070

 

 

 

116

 

 

 

159,437

 

 

 

144,739

 

 

 

5,650

 

 

 

2,712

 

 

 

153,101

 

Total revenue

 

$

405,690

 

 

$

38,521

 

 

$

249

 

 

$

444,460

 

 

$

321,539

 

 

$

82,062

 

 

$

13,112

 

 

$

416,713

 

 

 

 

Three Months Ended June 30, 2018

 

(In thousands)

 

Provider

 

 

Veradigm

 

 

Unallocated

 

 

Total

 

Software delivery, support and maintenance

 

$

253,754

 

 

$

32,807

 

 

$

(2,076

)

 

$

284,485

 

Client services

 

 

159,713

 

 

 

690

 

 

 

(3,424

)

 

 

156,979

 

Total revenue

 

$

413,467

 

 

$

33,497

 

 

$

(5,500

)

 

$

441,464

 

 

 

Six Months Ended June 30, 2019

 

(In thousands)

 

Provider

 

 

Veradigm

 

 

Unallocated

 

 

Total

 

Software delivery, support and maintenance

 

$

484,794

 

 

$

71,493

 

 

$

4,248

 

 

$

560,535

 

Client services

 

 

313,503

 

 

 

2,144

 

 

 

327

 

 

 

315,974

 

Total revenue

 

$

798,297

 

 

$

73,637

 

 

$

4,575

 

 

$

876,509

 


 

Six Months Ended June 30, 2018

 

 

Three Months Ended March 31, 2019

 

(In thousands)

 

Provider

 

 

Veradigm

 

 

Unallocated

 

 

Total

 

 

Core Clinical and Financial Solutions

 

 

Data, Analytics and Care Coordination

 

 

Unallocated Amounts

 

 

Total

 

Software delivery, support and maintenance

 

$

511,508

 

 

$

54,222

 

 

$

(692

)

 

$

565,038

 

 

$

193,278

 

 

$

69,357

 

 

$

12,877

 

 

$

275,512

 

Client services

 

 

312,383

 

 

 

2,082

 

 

 

(4,317

)

 

 

310,148

 

 

 

148,618

 

 

 

4,902

 

 

 

3,017

 

 

 

156,537

 

Total revenue

 

$

823,891

 

 

$

56,304

 

 

$

(5,009

)

 

$

875,186

 

 

$

341,896

 

 

$

74,259

 

 

$

15,894

 

 

$

432,049

 

 

3. LeasesContract Assets – Estimate of Credit Losses

We adopted ASU 2016-022016-13 on January 1, 20192020 using the cumulative-effect adjustment transition method. The new guidance requiresrequired the recognition of leased arrangementslifetime estimated credit losses expected to occur for contract assets. The guidance also requires we pool assets with similar risk characteristics and consider current economic conditions when estimating losses. The adoption of the ASU 2016-13 for contract assets was recorded as a debit to retained earnings of $5.3 million as of January 1, 2020.

At adoption, we segmented the contract asset population into pools based on their risk assessment. Risks related to contract assets are a customer’s inability to pay or bankruptcy. Each pool was defined by their internal credit assessment, and business size.  The pools are aligned with management’s review of financial performance. For the balance sheet as right-of-use assets and liabilities pertainingthree months ended March 31, 2020, no adjustment to the rightspools was necessary.  

11


We utilized a loss-rate method to measure expected credit loss for each pool. The loss rate is calculated using a twenty-four-month lookback period of credit memos and obligations createdadjustments divided by the leased assets.average contract asset balance for each pool during that period.  We considered current economic conditions, including how the COVID-19 pandemic is impacting the global economy, internal forecasts, cash collection and credit memos written during the current period when assessing loss rates. We reviewed these factors and concluded that no adjustments should be made to the historical loss rate data. The March 31, 2020 analysis resulted in no change in the ending estimate of credit losses.

Changes in the estimate of credit losses for contract assets are presented in the table below.

(In thousands)

 

Total

 

Balance at January 1, 2020

 

$

5,341

 

Current period provision

 

 

0

 

Balance at March 31, 2020

 

$

5,341

 

Less: Contract assets, short-term

 

 

1,068

 

Total contract assets, long-term

 

$

4,273

 

3. Accounts Receivable

Trade Accounts Receivable – Estimate of Credit Losses

We adopted ASU 2016-13 on January 1, 2020 using the cumulative-effect adjustment transition method. The new guidance required the recognition of lifetime estimated credit losses expected to occur for trade accounts receivable. The guidance also requires we pool assets with similar risk characteristics and consider current economic conditions when estimating losses. The adoption of the ASU 2016-13 for trade accounts receivable was recorded as a debit to retained earnings of $12.6 million as of January 1, 2020.

At adoption, we segmented the accounts receivable population into pools based on their risk assessment. Risks related to trade accounts receivable are a customer’s inability to pay or bankruptcy. Each pool was defined by their internal credit assessment, and business size. The pools are aligned with management’s review of financial performance. For the three months ended March 31, 2020, no adjustment to the pools was necessary.  

We utilized a loss-rate method to measure expected credit loss for each pool. The loss rate is calculated using a twelve-month lookback period of credit memos and adjustments divided by the average accounts receivable balance for each pool during that period.  We considered current economic conditions, including how the COVID-19 pandemic is impacting the global economy, internal forecasts, cash collection and credit memos written during the current period when assessing loss rates. We reviewed these factors and concluded that no adjustments should be made to the historical loss rate data.

Changes in the estimate of credit losses for trade accounts receivable are presented in the tables below.

(In thousands)

 

Total

 

Balance at January 1, 2020

 

$

36,490

 

Current period provision

 

 

994

 

Write-offs

 

 

(1,892

)

Recoveries

 

 

30

 

Balance at March 31, 2020

 

$

35,622

 

4. Leases

We determine whether an arrangement is a lease at inception. Assets leased under an operating lease arrangement are recorded in Right-of-use assets – operating leases and the associated lease liability isliabilities are included in Current operating lease liabilities and Long-term operating lease liabilities within the consolidated balance sheets. Assets leased under finance lease arrangements are recorded within fixed assets and the associated lease liabilities are recorded within Accrued expenses and Other liabilities within the consolidated balance sheets.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not provide an implicit rate, we use our incremental borrowing rate in conjunction with the market swap rate for the expected remaining lease team at commencement date for new leases or as of January 1, 2019 for existing leases, in determining the present value of future lease payments. Our expected lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.

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We have elected the group of practical expedients under ASU 2016-02 to forego assessing upon adoption: (1) whether any expired contracts are or contain leases; (2) the lease classification for any existing or expired leases and (3) any indirect costs that would have qualified for capitalization for any existing leases. We have lease agreements with lease and non-lease components, which are generally accounted for separately except for real estate and vehicle leases, which we have elected to combine through a practical expedient under ASU 2016-02. Non-lease components for our leases typically comprise of executory costs, which under the practical expedient allows for all executory costs to be recorded as lease payments. Additionally, for certain equipment leases, we apply a portfolio approach to effectively record right-of-use assets and liabilities.liabilities.

Our operating leases mainly include office leases and our finance leases include office and computer equipment leases. Our finance leases are not significant. Our leases have remaining lease terms of approximately 1 year to 9 years, some of which include options to extend the leases for up to 5 years, which may include options to terminate the leases within 1 year. TotalOperating costs associated with leased assets are as follows:

(In thousands)

 

Three Months Ended

June 30, 2019

 

 

Six Months Ended

June 30, 2019

 

 

Three Months Ended

March 31, 2020

 

 

Three Months Ended

March 31, 2019

 

Operating lease cost (1)

 

$

7,051

 

 

$

13,768

 

 

$

6,922

 

 

$

6,717

 

Less: Sublease income

 

 

(778

)

 

 

(1,580

)

 

 

(603

)

 

 

(802

)

Total operating lease costs

 

$

6,273

 

 

$

12,188

 

 

$

6,319

 

 

$

5,915

 

Finance lease costs:

 

 

 

 

 

 

 

 

Amortization of right-of-use assets (2)

 

$

37

 

 

$

88

 

Interest on lease liability (3)

 

 

2

 

 

 

5

 

Total finance lease costs

 

$

39

 

 

$

93

 

(1)

Operating lease costs are recognized on a straight-line basis and are included in Selling, general and administrative expenses within the consolidated statement of operations.

(2)

Amortization of finance right-of-use assets is recognized on a straight-line basis and is included in in Selling, general and administrative expenses within the consolidated statement of operations.

(3)

Interest on finance lease liabilities is recorded as Interest expense within the consolidated statement of operations.

 

12


Supplemental information for operating and finance leases is as follows:

(In thousands)

 

Six Months Ended

June 30, 2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

    Operating cash flows from operating leases

 

$

14,688

 

    Operating cash flows from finance leases

 

$

5

 

    Financing cash flows from finance leases

 

$

70

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

    Operating leases

 

$

128,664

 

    Finance leases

 

$

263

 

(In thousands)

 

Three Months Ended

March 31, 2020

 

 

Three Months Ended March 31, 2019

 

Operating cash flows from operating leases

 

$

7,421

 

 

$

7,287

 

Right-of-use assets obtained in exchange for operating lease obligations

 

$

19,913

 

 

$

124,811

 

 

The balance sheet location and balances for operating and finance leases are as follows:

(In thousands, except lease term and discount rate)

 

June 30, 2019

 

Operating leases:

 

 

 

 

    Right-of-use assets - operating leases

 

$

96,097

 

    Current operating lease liabilities

 

$

24,501

 

    Long-term operating lease liabilities

 

$

93,117

 

 

 

 

 

 

Finance leases:

 

 

 

 

    Fixed assets, gross

 

$

524

 

    Accumulated depreciation

 

 

322

 

        Fixed assets, net

 

$

202

 

 

 

 

 

 

    Current finance lease liabilities (1)

 

$

120

 

    Long-term finance lease liabilities (2)

 

$

72

 

 

 

 

 

 

Weighted average remaining lease term (in years)

 

 

 

 

    Operating leases

 

 

6

 

    Finance leases

 

 

2

 

 

 

 

 

 

Weighted average discount rate

 

 

 

 

    Operating leases

 

 

4.6

%

    Finance leases

 

 

5.1

%

(1)

Current finance lease liabilities are included in Accrued expenses within the consolidated balance sheets.

(2)

Long-term finance lease liabilities are included in Other liabilities within the consolidated balance sheets.

(In thousands, except lease term and discount rate)

 

March 31, 2020

 

 

December 31, 2019

 

Right-of-use assets - operating leases

 

$

110,469

 

 

$

98,020

 

Current operating lease liabilities

 

$

21,910

 

 

$

23,137

 

Long-term operating lease liabilities

 

$

108,068

 

 

$

95,162

 

Weighted average remaining lease term (in years)

 

 

6

 

 

 

6

 

Weighted average discount rate

 

 

3.6

%

 

 

4.4

%

 

The future maturities of our leasing arrangements including lease and non-lease components are shown in the below table. The maturities are calculated using foreign currency exchange rates in effect as of June 30, 2019.March 31, 2020.

 

June 30, 2019

 

 

March 31, 2020

 

(In thousands)

 

Operating Leases

 

 

Finance Leases

 

 

Operating Leases

 

Remainder of 2019

 

$

15,114

 

 

$

71

 

2020

 

 

26,402

 

 

 

85

 

Remainder of 2020

 

$

20,097

 

2021

 

 

21,511

 

 

 

40

 

 

 

25,996

 

2022

 

 

19,650

 

 

 

6

 

 

 

24,355

 

2023

 

 

17,164

 

 

 

0

 

 

 

22,177

 

2024

 

 

16,633

 

Thereafter

 

 

33,388

 

 

 

0

 

 

 

35,831

 

Total lease liabilities

 

 

133,229

 

 

 

202

 

 

 

145,089

 

Less: Amount representing interest

 

 

(15,611

)

 

 

(10

)

 

 

(15,111

)

Less: Short-term lease liabilities

 

 

(24,501

)

 

 

(120

)

 

 

(21,910

)

Total long-term lease liabilities

 

$

93,117

 

 

$

72

 

 

$

108,068

 

 

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4.5. Business Combinations

On July 2, 2019, we acquired the Pinnacle and Diabetes Collaborative Registries from the American College of Cardiology (“ACC”) as part of our broader strategic partnership with the ACC. The total purchase price was $19.7 million, consisting of an initial payment of $11.7 million plus up to an aggregate of $8.0 million pending the attainment certain milestones over the next 18 months. The contingent consideration of up to $8.0 million was valued at $5.0 million at the time of closing. As part of this partnership, we will operate Pinnacle and Diabetes Collaborative Registries, which will extend our EHR-enabled ambulatory network to create a large-scale chronic disease network. The business is included in our Data, Analytics and Care Coordination business segment.

On June 10, 2019, we acquired the assets of a business engaged in the development, implementation, customization, marketing, licensing and sale of a specialty prescription drug platform including software that collects, saves and transmits information required to fill a prescription. The drug platform and software will enable healthcare providers, pharmacists and payors to digitally interact with one another to fill a prescription. The business is included in our VeradigmData, Analytics and Care Coordination business segment.

On March 1, 2019, we acquired all of the outstanding minority interestinterests in Pulse8, Inc., a healthcare analytics and technology company that provides business intelligence software solutions for health plans and at-risk providers to enable them to analyze their risk adjustment and quality management programs, for $53.8 million (subject to adjustments for net working capital and a contingency holdback), plus up to a $10.0 million earnout based upon revenue targets through 2019.. We initially acquired a controlling stake in Pulse 8, Inc. on September 8, 2016. This transaction was treated as an equity transaction and the cash payment is reported as part of cash flow from financing activities in the consolidated statement of cash flows for the sixthree months ended June 30,March 31, 2019.

Other Acquisitions and Divestiture

On June 15, 2018, we acquired all the outstanding minority interest in a third party for $6.9 million. We initially acquired a controlling interest in the third party in April 2015. This acquisition was treated as an equity transaction and the cash payment is reported as part of cash flow from financing activities in the consolidated statements of cash flows for the six months ended June 30, 2018.

On April 2, 2018 we sold substantially all of the assets of the Allscripts’ business providing hospitals and health systems document and other content management software services generally known as “OneContent” to Hyland Software, Inc. Total consideration for the OneContent business was $260.0 million and we realized a pre-tax gain upon sale of $177.9 million, which is included in the “Gain on sale of businesses, net” line in our consolidated statements of operations for the three and six months ended June 30, 2018.

 

5.6. Fair Value Measurements and Long-term Investments

Fair value measurements are based upon observable and unobservable inputs.

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Inputs, other than quotedQuoted prices includedfor similar instruments in Level 1,active markets with inputs that are observable, for the asset or liability, either directly or indirectly. Our Level 2 derivative financial instruments include foreign currency forward contracts valued based upon observable values of spot and forward foreign currency exchange rates.

Level 3: Unobservable inputs are significant to the fair value of the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Our Level 3 instruments include the 1.25% Call Option asset and the 1.25% embedded cash conversion option liability that are not actively traded. The changes in unobservable inputs to the valuation pricing model used to value these instruments is not material to our consolidated results of operations. Level 3 instruments also include the fair value of contingent consideration related to completed acquisitions. The fair values are based on discounted cash flow analyses reflecting the likelihood of achieving specified performance measures or events and captures the contractual nature of the contingencies, commercial risk or time value of money.

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates:

 

Balance Sheet

 

June 30, 2019

 

 

December 31, 2018

 

 

Balance Sheet

 

March 31, 2020

 

 

December 31, 2019

 

(In thousands)

 

Classifications

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Classifications

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Foreign exchange

derivative assets

 

Prepaid expenses

   and other

   current assets

 

$

0

 

 

$

435

 

 

$

0

 

 

$

435

 

 

$

0

 

 

$

262

 

 

$

0

 

 

$

262

 

1.25% Call Option

 

Other assets

 

 

0

 

 

 

0

 

 

 

6,409

 

 

 

6,409

 

 

 

0

 

 

 

0

 

 

 

9,104

 

 

 

9,104

 

 

Other assets

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

84

 

 

$

84

 

Total assets

 

 

 

$

0

 

 

$

435

 

 

$

6,409

 

 

$

6,844

 

 

$

0

 

 

$

262

 

 

$

9,104

 

 

$

9,366

 

 

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

84

 

 

$

84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange

derivative assets

 

Accrued

  expenses

 

$

0

 

 

$

473

 

 

$

0

 

 

$

473

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

Contingent consideration

- current

 

Accrued

  expenses

 

$

0

 

 

$

0

 

 

$

18,160

 

 

$

18,160

 

 

$

0

 

 

$

0

 

 

$

10,528

 

 

$

10,528

 

 

Accrued

  expenses

 

 

0

 

 

 

0

 

 

 

14,757

 

 

 

14,757

 

 

 

0

 

 

 

0

 

 

 

17,116

 

 

 

17,116

 

Contingent consideration

- long-term

 

Other liabilities

 

 

0

 

 

 

0

 

 

 

13,928

 

 

 

13,928

 

 

 

0

 

 

 

0

 

 

 

15,317

 

 

 

15,317

 

 

Other liabilities

 

 

0

 

 

 

0

 

 

 

2,415

 

 

 

2,415

 

 

 

0

 

 

 

0

 

 

 

2,415

 

 

 

2,415

 

1.25% Embedded

cash conversion

option

 

Other liabilities

 

 

0

 

 

 

0

 

 

 

7,365

 

 

 

7,365

 

 

 

0

 

 

 

0

 

 

 

9,974

 

 

 

9,974

 

 

Other liabilities

 

 

0

 

 

 

0

 

 

 

1

 

 

 

1

 

 

 

0

 

 

 

0

 

 

 

185

 

 

 

185

 

Total liabilities

 

 

 

$

0

 

 

$

0

 

 

$

39,453

 

 

$

39,453

 

 

$

0

 

 

$

0

 

 

$

35,819

 

 

$

35,819

 

 

 

 

$

0

 

 

$

473

 

 

$

17,173

 

 

$

17,646

 

 

$

0

 

 

$

0

 

 

$

19,716

 

 

$

19,716

 

14


The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at June 30, 2019March 31, 2020 are summarized as follows:

(In thousands)

 

Contingent Consideration

 

 

1.25% Notes Call Spread Overlay

 

 

Contingent Consideration

 

 

1.25% Notes Call Spread Overlay

 

Balance at December 31, 2018

 

$

25,845

 

 

$

(870

)

Balance at December 31, 2019

 

$

19,531

 

 

$

(101

)

Additions

 

 

6,249

 

 

 

0

 

 

 

461

 

 

 

0

 

Payments/write-downs

 

 

(2,820

)

 

 

0

 

Fair value adjustments

 

 

(6

)

 

 

(86

)

 

 

0

 

 

 

100

 

Balance at June 30, 2019

 

$

32,088

 

 

$

(956

)

Balance at March 31, 2020

 

$

17,172

 

 

$

(1

)

The following table summarizes the quantitative information about our Level 3 fair value measurements at March 31, 2020:

 

 

March 31, 2020

 

(In thousands, except the discount rate)

 

Fair Value

 

 

Valuation Technique

 

Significant Unobservable Inputs

 

Ranges of Inputs

 

Weighted Average (1)

 

Financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

17,172

 

 

Discounted cash flow

 

Discount rate

 

4% to 5%

 

 

4

%

 

 

 

 

 

 

 

 

Revenue

 

$0 to $62,500

 

$

31,250

 

 

 

 

 

 

 

 

 

Registry members

 

0 to 1,551

 

 

776

 

 

 

 

 

 

 

 

 

Patient data volume

 

0 to 52,845

 

 

26,422

 

 

 

 

 

 

 

 

 

Projected year of payment

 

2020 to 2021

 

 

 

 

Total financial instruments

 

$

17,172

 

 

 

 

 

 

 

 

 

 

 

(1)

The weighted average is calculated based upon the absolute fair value of the instruments.

 

Long-term Investments

The following table summarizes our long-term equity investments which are included in Other assets in the accompanying consolidated balance sheets:

 

Number of Investees

 

 

Original

 

 

Carrying Value at

 

 

Number of Investees

 

 

Original

 

 

Carrying Value at

 

(In thousands, except for number of investees)

 

at June 30, 2019

 

 

Cost

 

 

June 30, 2019

 

 

December 31, 2018

 

 

at March 31, 2020

 

 

Cost

 

 

March 31, 2020

 

 

December 31, 2019

 

Equity method investments (1)

 

 

5

 

 

$

7,407

 

 

$

10,823

 

 

$

10,667

 

 

 

5

 

 

$

7,407

 

 

$

11,531

 

 

$

11,332

 

Cost method investments

 

 

8

 

 

 

37,874

 

 

 

28,126

 

 

 

25,923

 

Cost less impairment

 

 

9

 

 

 

43,874

 

 

 

33,278

 

 

 

32,462

 

Total long-term equity investments

 

 

13

 

 

$

45,281

 

 

$

38,949

 

 

$

36,590

 

 

 

14

 

 

$

51,281

 

 

$

44,809

 

 

$

43,794

 

(1)

Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag.

As of June 30, 2019,March 31, 2020, it is not possible to estimate the fair value of our non-marketable cost and equity method investments, primarily because of their illiquidity and restricted marketability. The factors we considered in trying to determine fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations, the issuer’s subsequent or planned raises of capital and observable price changes in orderly transactions.

15


Recovery and Impairment of Long-term Investments

During the sixthree months ended June 30,March 31, 2019, we recovered $1.0 million from a third-party cost-method investment that we had previously impaired which wasand is recognized in the first quarter 2019. Each quarter, management performs an assessment of each of our investments on an individual basis to determine if there have been any declines in fair value. As a result of this review, we recognized non-cash impairment charges during the three and six months ended June 30, 2018 of $10.0 million and $15.5 million, respectively, related to one of our cost-method equity investments and a related note receivable. These charges equaled the cost bases of the investment and note receivable prior to the impairment and are included in (Impairment) recoveryRecovery of long-term investments within the consolidated statements of operations.investments.

Long-term Financial Liabilities

Our long-term financial liabilities include amounts outstanding under our senior secured credit facility (as defined in Note 9,10, “Debt”), with carrying values that approximate fair value since the interest rates approximate current market rates. The carrying amount of our 1.25% Cash Convertible Senior Notes (the “1.25% Notes”) approximates fair value as of June 30, 2019,March 31, 2020, since the effective interest rate on the 1.25% Notes approximates current market rates. Refer to Note 9,10, “Debt,” for further information regarding our long-term financial liabilities.

6.

15


7. Stockholders' Equity

Stock-based Compensation Expense

Stock-based compensation expense recognized during the three and six months ended June 30,March 31, 2020 and 2019 and 2018 is included in our consolidated statements of operations as shown in the below table. Stock-based compensation expense includes both non-cash expense related to grants of stock-based awards as well as cash expense related to the employee discount applied to purchases of our common stock under our employee stock purchase plan. NoNaN stock-based compensation costs were capitalized during the three and six months ended June 30, 2019March 31, 2020 and 2018.2019.

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

$

614

 

 

$

444

 

 

$

1,127

 

 

$

1,040

 

 

$

575

 

 

$

513

 

Client services

 

 

1,163

 

 

 

1,098

 

 

 

2,256

 

 

 

2,506

 

 

 

1,091

 

 

 

1,093

 

Total cost of revenue

 

 

1,777

 

 

 

1,542

 

 

 

3,383

 

 

 

3,546

 

 

 

1,666

 

 

 

1,606

 

Selling, general and administrative expenses

 

 

6,831

 

 

 

5,332

 

 

 

15,156

 

 

 

11,464

 

 

 

7,042

 

 

 

8,325

 

Research and development

 

 

2,571

 

 

 

2,092

 

 

 

5,448

 

 

 

4,899

 

 

 

2,395

 

 

 

2,877

 

Total stock-based compensation expense

 

$

11,179

 

 

$

8,966

 

 

$

23,987

 

 

$

19,909

 

 

$

11,103

 

 

$

12,808

 

 

Allscripts Long-Term Incentive Plan

We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize the expense for service-based share awards over the requisite service period on a straight-line basis, net of estimated forfeitures. We recognize the expense for performance-based and market-based share awards over the vesting period under the accelerated attribution method, net of estimated forfeitures. In addition, we recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved.

The fair value of service-based and performance-based restricted stock units is measured at the underlying closing share price of our common stock on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. NoNaN stock options were granted during the three and six months ended June 30, 2019March 31, 2020 and 2018.2019.

We granted stock-based awards as follows:

 

Three Months Ended

June 30, 2019

 

 

Six Months Ended

June 30, 2019

 

 

Three Months Ended

March 31, 2020

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Grant Date

 

(In thousands, except per share amounts)

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Service-based restricted stock units

 

 

2,933

 

 

$

9.55

 

 

 

3,973

 

 

$

9.85

 

 

 

397

 

 

$

8.19

 

Market-based restricted stock units with a service

condition

 

 

0

 

 

$

0.00

 

 

 

700

 

 

$

11.74

 

 

 

595

 

 

$

8.19

 

 

 

2,933

 

 

$

9.55

 

 

 

4,673

 

 

$

10.14

 

 

 

992

 

 

$

8.19

 

 

16


During the sixthree months ended June 30, 2019March 31, 2020 and the year ended December 31, 2018, 1.52019, 0.9 million and 1.61.7 million shares of common stock, respectively, were issued in connection with the exercise of options and the release of restrictions on stock awards. 

Net Share-settlements

Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. The majority of restricted stock units and awards that vested during the sixthree months ended June 30,March 31, 2020 and 2019 and 2018 were net-share settled such that we withheld shares with fair value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. Total payments for the employees' minimum statutory tax obligations to the taxing authorities are reflected as a financing activity within the accompanying consolidated statements of cash flows. The total shares withheld for the sixthree months ended June 30,March 31, 2020 and 2019 and 2018 were 651407 thousand and 618508 thousand, respectively, and were based on the value of the restricted stock units on their vesting date as determined by our closing stock price. These net-share settlements had the effect of share repurchases by us as they reduced the number of shares that would have otherwise been issued as a result of the vesting.

16


Stock Repurchases

On November 17, 2016,August 2, 2018, we announced that our Board of Directors approved a stock purchase program (the “2016 Program”) under which we may repurchase up to $200 million of our common stock through December 31, 2019. On August 2, 2018, we announced that our Board approved a new stock purchase program (the “2018 Program”) under which we may repurchase up to $250 million of our common stock through December 31, 2020, replacing2020. We repurchased 1.5 million of our common stock under the 2016 Program.2018 Program for a total of $9.7 million during the three months ended March 31, 2020. The approximate dollar value of shares that may yet be purchased under the 2018 Program is $92.1 million as of March 31, 2020. We repurchased 6.1 million shares of our common stock under the 2018 Program for a total of $64.9 million during the six months ended June 30, 2019. We repurchased no shares during the three months ended June 30,March 31, 2019. The approximate dollar value of shares that may yet be purchased under the 2018 Program is $148.1 million as of June 30, 2019. We repurchased 7.7 million shares of our common stock under the 2016 Program for a total of $101.9 million during the six months ended June 30, 2018, of which 3.6 million shares were repurchased for a total of $44.3 million for the three months ended June 30, 2018. Any future stock repurchase transactions may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means, subject to market conditions. Any repurchase activity will depend on many factors such as our working capital needs, cash requirements for investments, debt repayment obligations, economic and market conditions at the time, including the price of our common stock, and other factors that we consider relevant. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

7.

8. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average shares of common stock outstanding. For purposes of calculating diluted earnings (loss) per share, the denominator includes both the weighted-average shares of common stock outstanding and dilutive common stock equivalents. Dilutive common stock equivalents consist of stock options, restricted stock unit awards and warrants calculated under the treasury stock method.

17


The calculations of earnings (loss) per share are as follows:

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(In thousands, except per share amounts)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Basic earnings (loss) per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations, net of tax

 

$

(149,930

)

 

$

84,566

 

 

$

(157,907

)

 

$

59,405

 

Net loss attributable to non-controlling interests

 

 

0

 

 

 

2,700

 

 

 

424

 

 

 

3,490

 

Net (loss) income from continuing operations attributable to

   Allscripts Healthcare Solutions, Inc. stockholders

 

$

(149,930

)

 

$

87,266

 

 

$

(157,483

)

 

$

62,895

 

Loss from discontinued operations, net of tax

 

$

0

 

 

$

(10,294

)

 

$

0

 

 

$

(13,648

)

Accretion of redemption preference on redeemable

   convertible non-controlling interest - discontinued operations

 

 

0

 

 

 

(12,148

)

 

 

0

 

 

 

(24,297

)

Net loss from discontinued operations attributable to

   Allscripts Healthcare Solutions, Inc. stockholders

 

 

0

 

 

 

(22,442

)

 

 

0

 

 

 

(37,945

)

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

(149,930

)

 

$

64,824

 

 

$

(157,483

)

 

$

24,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

166,522

 

 

 

176,363

 

 

 

168,230

 

 

 

178,113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic  (loss) earnings from continuing operations per

   Common Share

 

$

(0.90

)

 

$

0.49

 

 

$

(0.94

)

 

$

0.35

 

Basic loss from discontinued operations per Common Share

 

 

0.00

 

 

 

(0.13

)

 

 

0.00

 

 

 

(0.21

)

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per Common Share

 

$

(0.90

)

 

$

0.36

 

 

$

(0.94

)

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations, net of tax

 

$

(149,930

)

 

$

84,566

 

 

$

(157,907

)

 

$

59,405

 

Net loss attributable to non-controlling interests

 

 

0

 

 

 

2,700

 

 

 

424

 

 

 

3,490

 

Net (loss) income from continuing operations attributable to

   Allscripts Healthcare Solutions, Inc. stockholders

 

$

(149,930

)

 

$

87,266

 

 

$

(157,483

)

 

$

62,895

 

Loss from discontinued operations, net of tax

 

$

0

 

 

$

(10,294

)

 

$

0

 

 

$

(13,648

)

Accretion of redemption preference on redeemable

   convertible non-controlling interest - discontinued operations

 

 

0

 

 

 

(12,148

)

 

 

0

 

 

 

(24,297

)

Net loss from discontinued operations attributable to

   Allscripts Healthcare Solutions, Inc. stockholders

 

 

0

 

 

 

(22,442

)

 

 

0

 

 

 

(37,945

)

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

(149,930

)

 

$

64,824

 

 

$

(157,483

)

 

$

24,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

166,522

 

 

 

176,363

 

 

 

168,230

 

 

 

178,113

 

Plus: Dilutive effect of stock options, restricted stock unit

   awards and warrants

 

 

0

 

 

 

2,963

 

 

 

0

 

 

 

3,334

 

Weighted-average common shares outstanding assuming

   dilution

 

 

166,522

 

 

 

179,326

 

 

 

168,230

 

 

 

181,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (loss) earnings from continuing operations per

   Common Share

 

$

(0.90

)

 

$

0.49

 

 

$

(0.94

)

 

$

0.35

 

Diluted loss from discontinued operations per Common Share

 

 

0.00

 

 

 

(0.13

)

 

 

0.00

 

 

 

(0.21

)

Net (loss) income attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per Common Share

 

$

(0.90

)

 

$

0.36

 

 

$

(0.94

)

 

$

0.14

 

 

 

Three Months Ended

March 31,

 

(In thousands, except per share amounts)

 

2020

 

 

2019

 

Basic earnings (loss) per Common Share:

 

 

 

 

 

 

 

 

Net loss

 

$

(20,354

)

 

$

(7,977

)

Net loss attributable to non-controlling interests

 

 

0

 

 

 

424

 

Net loss attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

(20,354

)

 

$

(7,553

)

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

162,461

 

 

 

169,957

 

Net loss attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per Common Share

 

$

(0.13

)

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per Common Share:

 

 

 

 

 

 

 

 

Net loss

 

$

(20,354

)

 

$

(7,977

)

Net loss attributable to non-controlling interests

 

 

0

 

 

 

424

 

Net loss attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

(20,354

)

 

$

(7,553

)

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

162,461

 

 

 

169,957

 

Plus: Dilutive effect of stock options, restricted stock unit

   awards and warrants

 

 

0

 

 

 

0

 

Weighted-average common shares outstanding assuming

   dilution

 

 

162,461

 

 

 

169,957

 

Net loss attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per Common Share

 

$

(0.13

)

 

$

(0.04

)

 

Due to the net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders for the three and six months ended June 30,March 31, 2020 and 2019, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for those periods, since the inclusion of any stock equivalents would be anti-dilutive.

18


The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive:

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Shares subject to anti-dilutive stock options, restricted stock

unit awards and warrants excluded from calculation

 

 

29,720

 

 

 

26,044

 

 

 

27,358

 

 

 

24,318

 

 

 

48,032

 

 

 

26,738

 

 

17


8.9. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

 

June 30, 2019

 

 

December 31, 2018

 

 

March 31, 2020

 

 

December 31, 2019

 

 

Gross

 

 

 

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

Carrying

 

 

Accumulated

 

 

Intangible

 

 

Carrying

 

 

Accumulated

 

 

Intangible

 

 

Carrying

 

 

Accumulated

 

 

Intangible

 

 

Carrying

 

 

Accumulated

 

 

Intangible

 

(In thousands)

 

Amount

 

 

Amortization

 

 

Assets, Net

 

 

Amount

 

 

Amortization

 

 

Assets, Net

 

 

Amount

 

 

Amortization

 

 

Assets, Net

 

 

Amount

 

 

Amortization

 

 

Assets, Net

 

Intangibles subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proprietary technology

 

$

539,234

 

 

$

(419,105

)

 

$

120,129

 

 

$

537,834

 

 

$

(401,093

)

 

$

136,741

 

 

$

546,047

 

 

$

(446,033

)

 

$

100,014

 

 

$

546,373

 

 

$

(437,640

)

 

$

108,733

 

Customer contracts and relationships

 

 

706,643

 

 

 

(475,989

)

 

 

230,654

 

 

 

704,808

 

 

 

(462,468

)

 

 

242,340

 

 

 

701,322

 

 

 

(495,027

)

 

 

206,295

 

 

 

702,034

 

 

 

(488,625

)

 

 

213,409

 

Total

 

$

1,245,877

 

 

$

(895,094

)

 

$

350,783

 

 

$

1,242,642

 

 

$

(863,561

)

 

$

379,081

 

 

$

1,247,369

 

 

$

(941,060

)

 

$

306,309

 

 

$

1,248,407

 

 

$

(926,265

)

 

$

322,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registered trademarks

 

 

 

 

 

 

 

 

 

$

52,000

 

 

 

 

 

 

 

 

 

 

$

52,000

 

 

 

 

 

 

 

 

 

 

$

52,000

 

 

 

 

 

 

 

 

 

 

$

52,000

 

Goodwill

 

 

 

 

 

 

 

 

 

 

1,382,244

 

 

 

 

 

 

 

 

 

 

 

1,373,744

 

 

 

 

 

 

 

 

 

 

 

1,361,115

 

 

 

 

 

 

 

 

 

 

 

1,362,017

 

Total

 

 

 

 

 

 

 

 

 

$

1,434,244

 

 

 

 

 

 

 

 

 

 

$

1,425,744

 

 

 

 

 

 

 

 

 

 

$

1,413,115

 

 

 

 

 

 

 

 

 

 

$

1,414,017

 

 

Changes in the carrying amounts of goodwill by reportable segment for the sixthree months ended June 30, 2019March 31, 2020 were as follows:

(In thousands)

 

Provider

 

 

Veradigm

 

 

Total

 

Balance as of December 31, 2018

 

$

1,254,284

 

 

$

119,460

 

 

$

1,373,744

 

Additions

 

 

0

 

 

 

8,483

 

 

 

8,483

 

Foreign exchange translation

 

 

17

 

 

 

0

 

 

 

17

 

Balance as of June 30, 2019

 

$

1,254,301

 

 

$

127,943

 

 

$

1,382,244

 

(In thousands)

 

Core Clinical and Financial Solutions

 

 

Data, Analytics and Care Coordination

 

 

Unallocated Amounts

 

 

Total

 

Balance as of December 31, 2019

 

 

769,995

 

 

 

517,359

 

 

 

74,663

 

 

 

1,362,017

 

Foreign exchange translation

 

 

(902

)

 

 

0

 

 

 

0

 

 

 

(902

)

Balance as of March 31, 2020

 

$

769,093

 

 

$

517,359

 

 

$

74,663

 

 

$

1,361,115

 

 

There are $13.5$39.2 million in accumulated impairment losses associated with our goodwill as of June 30, 2019March 31, 2020 and December 31, 2018. Additions to goodwill in 2019 resulted from the purchase of a prescription drug software company and the goodwill is expected to be deductible for tax purposes.2019.

 

9.10. Debt

Debt outstanding, excluding lease obligations, consists of the following:

 

June 30, 2019

 

 

December 31, 2018

 

 

March 31, 2020

 

 

December 31, 2019

 

(In thousands)

 

Principal Balance

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Net Carrying Amount

 

 

Principal Balance

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Net Carrying Amount

 

 

Principal Balance

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Net Carrying Amount

 

 

Principal Balance

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Net Carrying Amount

 

0.875% Convertible Senior Notes (1)

 

$

177,942

 

 

$

3,185

 

 

$

174,757

 

 

$

177,942

 

 

$

4,697

 

 

$

173,245

 

1.25% Cash Convertible

Senior Notes

 

$

345,000

 

 

$

14,921

 

 

$

330,079

 

 

$

345,000

 

 

$

22,112

 

 

$

322,888

 

 

 

345,000

 

 

 

3,776

 

 

 

341,224

 

 

 

345,000

 

 

 

7,552

 

 

 

337,448

 

Senior Secured Credit Facility

 

 

520,000

 

 

 

5,283

 

 

 

514,717

 

 

 

350,000

 

 

 

6,038

 

 

 

343,962

 

 

 

540,000

 

 

 

4,796

 

 

 

535,204

 

 

 

410,000

 

 

 

5,224

 

 

 

404,776

 

Other debt

 

 

49

 

 

 

0

 

 

 

49

 

 

 

748

 

 

 

0

 

 

 

748

 

Total debt

 

$

865,049

 

 

$

20,204

 

 

$

844,845

 

 

$

695,748

 

 

$

28,150

 

 

$

667,598

 

 

$

1,062,942

 

 

$

11,757

 

 

$

1,051,185

 

 

$

932,942

 

 

$

17,473

 

 

$

915,469

 

Less: Debt payable within

one year

 

 

22,548

 

 

 

427

 

 

 

22,121

 

 

 

20,538

 

 

 

479

 

 

 

20,059

 

 

 

371,519

 

 

 

768

 

 

 

370,751

 

 

 

364,653

 

 

 

188

 

 

 

364,465

 

Total long-term debt, less

current maturities

 

$

842,501

 

 

$

19,777

 

 

$

822,724

 

 

$

675,210

 

 

$

27,671

 

 

$

647,539

 

 

$

691,423

 

 

$

10,989

 

 

$

680,434

 

 

$

568,289

 

 

$

17,285

 

 

$

551,004

 

(1)

Principal balance is $218,000 thousand; $177,942 thousand is recognized in debt and $40,058 thousand is recognized in additional paid-in capital

 

19


Interest expense consists of the following:

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Interest expense

 

$

6,434

 

 

$

8,146

 

 

$

12,663

 

 

$

16,084

 

 

$

6,507

 

 

$

6,229

 

Amortization of discounts and debt issuance costs

 

 

3,990

 

 

 

3,834

 

 

 

7,945

 

 

 

7,590

 

 

 

5,716

 

 

 

3,955

 

Total interest expense

 

$

10,424

 

 

$

11,980

 

 

$

20,608

 

 

$

23,674

 

 

$

12,223

 

 

$

10,184

 

 

18


Interest expense related to 0.875% Convertible Senior Notes and the 1.25% Cash Convertible Senior Notes, (the “1.25% Notes”), included in the table above, consistsconsisted of the following:

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Coupon interest at 1.25%

 

$

1,078

 

 

$

1,078

 

 

$

2,156

 

 

$

2,156

 

Coupon interest

 

$

1,555

 

 

$

1,078

 

Amortization of discounts and debt issuance costs

 

 

3,614

 

 

 

3,442

 

 

 

7,191

 

 

 

6,849

 

 

 

5,288

 

 

 

3,577

 

Total interest expense related to the 1.25% Notes

 

$

4,692

 

 

$

4,520

 

 

$

9,347

 

 

$

9,005

 

Total interest expense related to the convertible notes

 

$

6,843

 

 

$

4,655

 

 

Allscripts Senior Secured Credit Facility

On February 15, 2018, Allscripts and Healthcare LLC entered into a Second Amended and Restated Credit Agreement (the “Second Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent. The Second Amended Credit Agreement provides for a $400 million senior secured term loan (the “Term Loan”) and a $900 million senior secured revolving facility (the “Revolving Facility”), each with a five-year term. The Term Loan is repayable in quarterly installments, which began on June 30, 2018. A total of up to $50 million of the Revolving Facility is available for the issuance of letters of credit, up to $10 million of the Revolving Facility is available for swingline loans, and up to $100 million of the Revolving Facility could be borrowed under certain foreign currencies.

As of June 30, 2019, $340.0March 31, 2020, $325.0 million under the Term Loan, $180.0$215.0 million under the Revolving Facility, and $1.0 million in letters of credit were outstanding under the Second Amended Credit Agreement.

As of June 30, 2019,March 31, 2020, the interest rate on the borrowings under the Second Amended Credit Agreement was LIBOR plus 1.50%1.75%, which totaled 3.90%2.74%. We were in compliance with all covenants under the Second Amended Credit Agreement as of June 30, 2019.March 31, 2020.

On August 7, 2019, we entered into a First Amendment to the Second Amended Credit Agreement in order to remain compliant with the covenants of our Second Amended Credit Agreement. Refer to Note 17, “Subsequent Events.” The First Amendment providesprovided the financial flexibility to settle the U.S. Department of Justice’s investigations as discussed in Note 13,14, “Contingencies” while maintaining our compliance with financial covenants.the covenants of our Second Amended Credit Agreement. None of the original terms of our Second Amended Credit Agreement relating to scheduled future principal payments, applicable interest rates and margins or borrowing capacity under our Revolving Facility were amended. In connection with this amendment, we incurred fees and other costs totaling $0.8 million, of which a majority was capitalized.

As of June 30, 2019,March 31, 2020, we had $719.0$684.0 million available, net of outstanding letters of credit, under our Revolving Facility. There can be no assurance that we will be able to draw on the full available balance of our Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings.borrowings or if we are unable to maintain compliance with applicable covenants.

0.875% Convertible Senior Notes

The issuance in December 2019 of the combined $218.0 million aggregate principal amount of the 0.875% Convertible Senior Notes resulted in $0.7 million in debt issuance costs, which were paid in January 2020. We have separately recorded liability and equity components of the 0.875% Convertible Senior Notes, including any discounts and issuance costs, by allocating the proceeds from the issuance between the liability component and the embedded conversion option, or equity component. This allocation was completed by first estimating an interest rate at the time of issuance for similar notes that do not include an embedded conversion option. The interest rate of 1.95% was used to compute the initial fair value of the liability component, which totaled $177.9 million at the time of issuance. The excess of the initial proceeds received from the 0.875% Convertible Senior Notes and the $177.9 million liability component was allocated to the equity component, which totaled $40.1 million at the time of issuance before deducting any paid capped call fees. The equity component of $40.1 million, the $17.2 million in paid capped call fees and an allocation of $1.1 million in combined discounts and issuance costs were recorded in Additional paid-in capital within the consolidated balance sheets in December 2019. These were recorded as a discount that will be accreted into interest expense through January 1, 2027 using the interest method. The carrying value of the combined equity component, net of capped call fees, issuance costs and accretion, totaled $20.0 million as of March 31, 2020.

1.25% Cash Convertible Senior Notes

As of June 30, 2019,March 31, 2020, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount.

19


The following table summarizes future debt payment obligations as of June 30, 2019:March 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Total

 

 

Remainder of 2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

Thereafter

 

 

Total

 

 

Remainder

of 2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Thereafter

 

1.25% Cash Convertible Senior

Notes (1)

 

$

345,000

 

 

$

0

 

 

$

345,000

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

0.875% Convertible Senior Notes (1)

 

$

218,000

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

218,000

 

1.25% Cash Convertible Senior Notes (2)

 

 

345,000

 

 

 

345,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Term Loan

 

 

340,000

 

 

 

10,000

 

 

 

27,500

 

 

 

30,000

 

 

 

37,500

 

 

 

235,000

 

 

 

0

 

 

 

325,000

 

 

 

22,500

 

 

 

30,000

 

 

 

37,500

 

 

 

235,000

 

 

 

0

 

 

 

0

 

Revolving Facility (2)

 

 

180,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

180,000

 

 

 

0

 

Other debt

 

 

49

 

 

 

49

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Revolving Facility (3)

 

 

215,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

215,000

 

 

 

0

 

 

 

0

 

Total debt

 

$

865,049

 

 

$

10,049

 

 

$

372,500

 

 

$

30,000

 

 

$

37,500

 

 

$

415,000

 

 

$

0

 

 

$

1,103,000

 

 

$

367,500

 

 

$

30,000

 

 

$

37,500

 

 

$

450,000

 

 

$

0

 

 

$

218,000

 

(1) Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020.

(2) Assumes no additional borrowings after June 30, 2019,

(1)

Amount represents face value of the 0.875% Convertible Senior Notes, which includes both the liability and equity portion.

(2)

Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020.

(3)

Assumes no additional borrowings after March 31, 2020, payment of any required periodic installments of principal and that all drawn amounts are repaid upon maturity.

 

20


10.11. Income Taxes

We account for income taxes under FASB Accounting Standards Codification 740, Income TaxesTaxes” (“ASC 740”). We calculate the quarterly tax provision consistent with the guidance provided by ASC 740-270, whereby we forecast the estimated annual effective tax rate and then apply that rate to the year-to-date pre-tax book (loss) income. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective rate, including factors such as the valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, or changes in or the interpretation of tax laws in jurisdictions where the Company conducts business.  There is no tax benefit recognized on certain of the net operating losses incurred due to insufficient evidence supporting the Company’s ability to use these losses in the future. The effective tax rates were as follows:

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

(Loss) income from continuing operations before income taxes

 

$

(150,457

)

 

$

91,822

 

 

$

(156,502

)

 

$

66,960

 

(In thousands, except effective tax rate)

 

2020

 

 

2019

 

Loss from continuing operations before income taxes

 

$

(20,701

)

 

$

(6,045

)

Income tax benefit (provision)

 

$

527

 

 

$

(7,256

)

 

$

(1,405

)

 

$

(7,555

)

 

$

347

 

 

$

(1,932

)

Effective tax rate

 

 

0.4

%

 

 

7.9

%

 

 

(0.9

%)

 

 

11.3

%

 

 

1.7

%

 

 

(32.0

%)

 

Our provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate primarily due to permanent differences, income attributable to foreign jurisdictions taxed at different rates, state taxes, tax credits and certain discrete items. Our effective tax rate for the three and six months ended June 30, 2019,March 31, 2020, compared with the prior year comparable periods,period, differs primarily due to higher tax shortfalls associated with stock-based compensation reflectedthe fact that the permanent items, credits and the impact of foreign earnings had less impact on the pre-tax loss of $20.7 million in the provisionthree months ended March 31, 2020, compared to the impacts of these items on a pre-tax loss of $6.0 million for the three and six months ended June 30, 2019 and release of valuation allowance of $18 million recorded in the six months ended June 30, 2018.March 31, 2019.

In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available evidence, including scheduled reversals of deferred tax liabilities, tax-planning strategies, and results of recent operations. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). During the three months ended June 30, 2019,March 31, 2020, we recorded immaterial impacts for valuation allowances.allowances of $1.6 million related to U.S. and foreign net operating loss carryforwards.

Our unrecognized income tax benefits were $20.8$21.6 million and $19.8$20.6 million as of June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. If any portion of our unrecognized tax benefits is recognized, it could impact our effective tax rate. The tax reserves are reviewed periodically and adjusted considering changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law.

11.

20


12. Derivative Financial Instruments

The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates:

 

June 30, 2019

 

 

March 31, 2020

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

Asset Derivatives

 

 

Liability Derivatives

 

(In thousands)

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

Derivatives qualifying as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Prepaid expenses and

   other current assets

 

$

435

 

 

Accrued expenses

 

$

0

 

 

Prepaid expenses and

   other current assets

 

$

0

 

 

Accrued expenses

 

$

473

 

Derivatives not subject to hedge accounting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.25% Call Option

 

Other assets

 

 

6,409

 

 

N/A

 

 

 

 

 

Other assets

 

 

0

 

 

N/A

 

 

 

 

1.25% Embedded cash conversion option

 

N/A

 

 

 

 

 

Other liabilities

 

 

7,365

 

 

N/A

 

 

 

 

 

Other liabilities

 

 

1

 

Total derivatives

 

 

 

$

6,844

 

 

 

 

$

7,365

 

 

 

 

$

0

 

 

 

 

$

474

 

 

 

December 31, 2018

 

 

December 31, 2019

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

Asset Derivatives

 

 

Liability Derivatives

 

(In thousands)

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

Derivatives qualifying as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Prepaid expenses and

   other current assets

 

$

262

 

 

Accrued expenses

 

$

0

 

 

Prepaid expenses and

   other current assets

 

$

0

 

 

Accrued expenses

 

$

0

 

Derivatives not subject to hedge accounting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.25% Call Option

 

Other assets

 

 

9,104

 

 

N/A

 

 

 

 

 

Other assets

 

 

84

 

 

N/A

 

 

 

 

1.25% Embedded cash conversion option

 

N/A

 

 

 

 

 

Other liabilities

 

 

9,974

 

 

N/A

 

 

 

 

 

Other liabilities

 

 

185

 

Total derivatives

 

 

 

$

9,366

 

 

 

 

$

9,974

 

 

 

 

$

84

 

 

 

 

$

185

 

N/A – We define “N/A” as disclosure not being applicable

21


Foreign Exchange Contracts

We have entered into non-deliverable forward foreign currency exchange contracts with reputable banking counterparties to hedge a portion of our forecasted future Indian Rupee-denominated (“INR”) expenses against foreign currency fluctuations between the United States dollar and the INR. These forward contracts cover a percentage of forecasted monthly INR expenses over time. As of June 30, 2019,March 31, 2020, there were 69 forward contracts outstanding that were staggered to mature monthly starting in July 2019April 2020 and ending in December 2019.2020. In the future, we may enter into additional forward contracts to increase the amount of hedged monthly INR expenses or initiate hedges for monthly periods beyond December 2019.2020. As of June 30, 2019,March 31, 2020, the notional amount for each of the outstanding forward contracts was 160280 million INR, or the equivalent of $2.3$3.7 million, based on the exchange rate between the United States dollar and the INR in effect as of June 30, 2019.March 31, 2020. These amounts also approximate the forecasted future INR expenses we target to hedge in any one month in the future. As of June 30, 2019,March 31, 2020, we estimate that $0.4$0.5 million of net unrealized derivative gainslosses included in AOCIaccumulated other comprehensive income (“AOCI”) will be reclassified into income within the next twelvenine months.

The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss:

 

Amount of Gain (Loss) Recognized

in OCI

 

 

 

 

Amount of Gain (Loss) Reclassified from AOCI into Income

 

 

Amount of Gain (Loss) Recognized

in OCI

 

 

 

 

Amount of Gain (Loss) Reclassified from AOCI into Income

 

(In thousands)

 

Three Months

Ended

June 30, 2019

 

 

Six Months

Ended

June 30, 2019

 

 

Location of Gain (Loss) Reclassified

from AOCI into Income

 

Three Months

Ended

June 30, 2019

 

 

Six Months

Ended

June 30, 2019

 

 

Three Months

Ended

March 31, 2020

 

 

Location of Gain (Loss) Reclassified

from AOCI into Income

 

Three Months

Ended

March 31, 2020

 

Foreign exchange

contracts

 

$

189

 

 

$

340

 

 

Cost of Revenue

 

$

53

 

 

$

60

 

 

$

(473

)

 

Cost of Revenue

 

$

0

 

 

 

 

 

 

 

 

 

 

Selling, general and

   administrative expenses

 

 

36

 

 

 

41

 

 

 

 

 

 

Selling, general and

   administrative expenses

 

 

0

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

59

 

 

$

66

 

 

 

 

 

 

Research and development

 

$

0

 

 

21


 

Amount of Gain (Loss) Recognized

in OCI

 

 

 

 

Amount of Gain (Loss) Reclassified from AOCI into Income

 

 

Amount of Gain (Loss) Recognized

in OCI

 

 

 

 

Amount of Gain (Loss) Reclassified from AOCI into Income

 

(In thousands)

 

Three Months

Ended

June 30, 2018

 

 

Six Months

Ended

June 30, 2018

 

 

Location of Gain (Loss) Reclassified

from AOCI into Income

 

Three Months

Ended

June 30, 2018

 

 

Six Months

Ended

June 30, 2018

 

 

Three Months

Ended

March 31, 2019

 

 

Location of Gain (Loss) Reclassified

from AOCI into Income

 

Three Months

Ended

March 31, 2019

 

Foreign exchange

contracts

 

$

(129

)

 

$

(207

)

 

Cost of Revenue

 

$

112

 

 

$

301

 

 

$

151

 

 

Cost of Revenue

 

$

7

 

 

 

 

 

 

 

 

 

 

Selling, general and

   administrative expenses

 

 

86

 

 

 

230

 

 

 

 

 

 

Selling, general and

   administrative expenses

 

 

5

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

133

 

 

$

355

 

 

 

 

 

 

Research and development

 

$

7

 

 

1.25% Call Option

In June 2013, concurrent with the issuance of the 1.25% Notes, we entered into privately negotiated hedge transactions with certain of the initial purchasers of the 1.25% Notes (collectively, the “1.25% Call Option”). Assuming full performance by the counterparties, the 1.25% Call Option is intended to offset cash payments in excess of the principal amount due upon any conversion of the 1.25% Notes.

The 1.25% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment (due to the cash settlement features) until the 1.25% Call Option settles or expires. The 1.25% Call Option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy.          

The 1.25% Call Option does not qualify for hedge accounting treatment. Therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of operations in Other income, net. Because the terms of the 1.25% Call Option are substantially similar to those of the 1.25% Notes embedded cash conversion option, discussed below, we expect the net effect of those two derivative instruments on our earnings to be minimal.

1.25% Notes Embedded Cash Conversion Option

The embedded cash conversion option within the 1.25% Notes is required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of operations in Other income, net until the cash conversion option settles or expires. The initial fair value liability of the embedded cash conversion option was $82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). The embedded cash conversion option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy.

22


The following table shows the net impact of the changes in fair values of the 1.25% Call Option and the 1.25% Notes’ embedded cash conversion option in the consolidated statements of operations:

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

1.25% Call Option

 

$

3,379

 

 

$

(6,983

)

 

$

(2,695

)

 

$

(28,151

)

 

$

(84

)

 

$

(6,074

)

1.25% Embedded cash conversion option

 

 

(3,840

)

 

 

7,042

 

 

 

2,609

 

 

 

28,373

 

 

 

184

 

 

 

6,449

 

Net (loss) income included in other income, net

 

$

(461

)

 

$

59

 

 

$

(86

)

 

$

222

 

Net income included in Other income, net

 

$

100

 

 

$

375

 

 

12.13. Other Comprehensive Income

Accumulated Other Comprehensive Loss

Changes in the balances of each component included in AOCI are presented in the tables below. All amounts are net of tax and exclude non-controlling interest.

(In thousands)

 

Foreign Currency Translation Adjustments

 

 

Unrealized Net Gains on Foreign Exchange Contracts

 

 

Total

 

Balance as of December 31, 2018 (1)

 

$

(5,584

)

 

$

195

 

 

$

(5,389

)

Other comprehensive income (loss) before

    reclassifications

 

 

539

 

 

 

252

 

 

 

791

 

Net (gains) losses reclassified from accumulated

   other comprehensive loss

 

 

0

 

 

 

(124

)

 

 

(124

)

Net other comprehensive loss

 

 

539

 

 

 

128

 

 

 

667

 

Balance as of June 30, 2019 (2)

 

$

(5,045

)

 

$

323

 

 

$

(4,722

)

(1)

Net of taxes of $68 thousand for unrealized net gains on foreign exchange contract derivatives and $149 thousand arising from the revaluation of tax effects included in accumulated other comprehensive income.

(2)

Net of taxes of $113 thousand for unrealized net losses on foreign exchange contract derivatives.

(In thousands)

 

Foreign Currency Translation Adjustments

 

 

Unrealized Net Gains on Foreign Exchange Contracts

 

 

Total

 

Balance as of December 31, 2017 (1)

 

$

(2,676

)

 

$

691

 

 

$

(1,985

)

Other comprehensive income (loss) before

    reclassifications

 

 

(1,562

)

 

 

(153

)

 

 

(1,715

)

Net (gains) losses reclassified from accumulated

   other comprehensive loss

 

 

0

 

 

 

(506

)

 

 

(506

)

Net other comprehensive income

 

 

(1,562

)

 

 

(659

)

 

 

(2,221

)

Balance as of June 30, 2018 (2)

 

$

(4,238

)

 

$

32

 

 

$

(4,206

)

(In thousands)

 

Foreign Currency Translation Adjustments

 

 

Unrealized Net Gains on Foreign Exchange Contracts

 

 

Total

 

Balance as of December 31, 2019 (1)

 

$

(4,392

)

 

$

0

 

 

$

(4,392

)

Other comprehensive income (loss) before

    reclassifications

 

 

(2,512

)

 

 

(351

)

 

 

(2,863

)

Net other comprehensive loss

 

 

(2,512

)

 

 

(351

)

 

 

(2,863

)

Balance as of March 31, 2020 (2)

 

$

(6,904

)

 

$

(351

)

 

$

(7,255

)

(1)   Net of taxes of $445$149 thousand arising from the revaluation of tax effects included in AOCI.

(2)Net of taxes of $122 thousand for unrealized net losses on foreign exchange contract derivatives.

22


(In thousands)

 

Foreign Currency Translation Adjustments

 

 

Unrealized Net Gains on Foreign Exchange Contracts

 

 

Total

 

Balance as of December 31, 2018 (1)

 

$

(5,584

)

 

$

195

 

 

$

(5,389

)

Other comprehensive income (loss) before

    reclassifications

 

 

695

 

 

 

111

 

 

 

806

 

Net (gains) losses reclassified from accumulated

   other comprehensive loss

 

 

0

 

 

 

(14

)

 

 

(14

)

Net other comprehensive income

 

 

695

 

 

 

97

 

 

 

792

 

Balance as of March 31, 2019 (2)

 

$

(4,889

)

 

$

292

 

 

$

(4,597

)

(1)Net of taxes of $68 thousand for unrealized net gains on foreign exchange contract derivatives.derivatives and $149 thousand arising from the revaluation of tax effects included in AOCI.

(2)Net of taxes of $11$102 thousand for unrealized net losses on foreign exchange contract derivatives.

 

Income Tax Effects Related to Components of Other Comprehensive Income (Loss)

The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”):

 

 

Three Months Ended June 30,

 

 

 

2019

 

 

2018

 

(In thousands)

 

Before-Tax Amount

 

 

Tax Effect

 

 

Net Amount

 

 

Before-Tax Amount

 

 

Tax Effect

 

 

Net Amount

 

Foreign currency translation adjustments

 

$

(156

)

 

$

0

 

 

$

(156

)

 

$

(1,685

)

 

$

0

 

 

$

(1,685

)

Foreign exchange contracts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (losses) gains arising during the period

 

 

189

 

 

 

(49

)

 

 

140

 

 

 

(129

)

 

 

34

 

 

 

(95

)

Net losses (gains) reclassified into income (1)

 

 

(147

)

 

 

38

 

 

 

(109

)

 

 

(331

)

 

 

86

 

 

 

(245

)

Net change in unrealized (losses) gains on foreign exchange contracts

 

 

42

 

 

 

(11

)

 

 

31

 

 

 

(460

)

 

 

120

 

 

 

(340

)

Net (loss) gain on cash flow hedges

 

 

42

 

 

 

(11

)

 

 

31

 

 

 

(460

)

 

 

120

 

 

 

(340

)

Other comprehensive (loss) income

 

$

(114

)

 

$

(11

)

 

$

(125

)

 

$

(2,145

)

 

$

120

 

 

$

(2,025

)

(1)

Tax effects for the three months ended June 30, 2018 include $149 thousand arising from the revaluation of tax effects included in accumulated other comprehensive income at December 31, 2017.


 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

(In thousands)

 

Before-Tax Amount

 

 

Tax Effect

 

 

Net Amount

 

 

Before-Tax Amount

 

 

Tax Effect

 

 

Net Amount

 

Foreign currency translation adjustments

 

$

539

 

 

$

0

 

 

$

539

 

 

$

(1,562

)

 

$

0

 

 

$

(1,562

)

Derivatives qualifying as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (losses) gains arising during the period

 

 

340

 

 

 

(89

)

 

 

251

 

 

 

(207

)

 

 

54

 

 

 

(153

)

Net (gains) losses reclassified into income (1)

 

 

(166

)

 

 

43

 

 

 

(123

)

 

 

(886

)

 

 

380

 

 

 

(506

)

Net change in unrealized (losses) gains on foreign exchange contracts

 

 

174

 

 

 

(46

)

 

 

128

 

 

 

(1,093

)

 

 

434

 

 

 

(659

)

Net (loss) gain on cash flow hedges

 

 

174

 

 

 

(46

)

 

 

128

 

 

 

(1,093

)

 

 

434

 

 

 

(659

)

Other comprehensive (loss) income

 

$

713

 

 

$

(46

)

 

$

667

 

 

$

(2,655

)

 

$

434

 

 

$

(2,221

)

(1)

Tax effects for the six months ended June 30, 2018 include $149 thousand arising from the revaluation of tax effects included in accumulated other comprehensive income at December 31, 2017.

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

(In thousands)

 

Before-Tax Amount

 

 

Tax Effect

 

 

Net Amount

 

 

Before-Tax Amount

 

 

Tax Effect

 

 

Net Amount

 

Foreign currency translation adjustments

 

$

(2,512

)

 

$

0

 

 

$

(2,512

)

 

$

695

 

 

$

0

 

 

$

695

 

Foreign exchange contracts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (losses) gains arising during the period

 

 

(473

)

 

 

122

 

 

 

(351

)

 

 

151

 

 

 

(40

)

 

 

111

 

Net losses (gains) reclassified into income

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(19

)

 

 

5

 

 

 

(14

)

Net change in unrealized (losses) gains on foreign exchange contracts

 

 

(473

)

 

 

122

 

 

 

(351

)

 

 

132

 

 

 

(35

)

 

 

97

 

Net (loss) gain on cash flow hedges

 

 

(473

)

 

 

122

 

 

 

(351

)

 

 

132

 

 

 

(35

)

 

 

97

 

Other comprehensive (loss) income

 

$

(2,985

)

 

$

122

 

 

$

(2,863

)

 

$

827

 

 

$

(35

)

 

$

792

 

 

13.14. Contingencies

In addition to commitments and obligations in the ordinary course of business, we are currently subject to various legal proceedings and claims that have not been fully adjudicated. We intend to vigorously defend ourselves, as appropriate, in these matters.

No less than quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made.

The outcome of legal proceedings is inherently uncertain, and we may incur substantial defense costs and expenses defending any of these matters. In the opinion of our management, except as set forth below with respected to the expected resolution of the Practice Fusion investigations, the ultimate disposition of pending legal proceedings or claims will not have a material adverse effect on our consolidated financial position, liquidity or results of operations. However, if one or more of these additional legal proceedings were resolved against or settled by us in a reporting period for amounts in excess of our management’s expectations, our consolidated financial statements for that and subsequent reporting periods could be materially adversely affected. Additionally, the resolution of a legal proceeding against us could prevent us from offering our products and services to current or prospective clients or cause us to incur increased compliance costs, either of which could further adversely affect our operating results.

On May 1, 2012, Physicians Healthsource, Inc. filed a class action complaint in the U.S. District Court for the Northern District of Illinois against us. The complaint alleges that, on multiple occasions between July 2008 and December 2011, we or our agent sent advertisements by fax to the plaintiff and a class of similarly situated persons, without first receiving the recipients’ express permission or invitation in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The plaintiff sought $500 for each alleged violation of the TCPA, treble damages if the Court finds the violations to be willful, knowing or intentional, and injunctive and other relief. Allscripts answered the complaint denying all material allegations and asserting a number of affirmative defenses, as well as counterclaims for breach of a license agreement. On March 31, 2016, plaintiff filed its motion for class certification. On May 31, 2016, we filed our opposition to plaintiff’s motion for class certification, and simultaneously moved for summary judgment on all of plaintiff’s claims. On June 2, 2017, an order was entered denying class certification and, accordingly, the case will not proceed on a class-wide basis.

The Enterprise Information Solutions business (the “EIS Business”) acquired from McKesson Corporation (“McKesson”) on October 2, 2017 is subject to a May 2017 civil investigative demand (“CID”) from the U.S. Attorney’s Office for the Eastern District of New York. The CID requests documents and information related to the certification McKesson obtained for Horizon Clinicals in connection with the U.S. Department of Health and Human Services’ Electronic Health Record Incentive Program. In August 2018, McKesson received an additional CID seeking similar information for Paragon. McKesson has agreed, with respect to the CIDs, to indemnify Allscripts for amounts paid or payable to the government (or any private relator) involving any products or services marketed, sold or licensed by the EIS Business as of or prior to the closing of the acquisition.

2423


Practice Fusion, acquired by Allscripts on February 13, 2018, received in March 2017 a request for documents and information from the U.S. Attorney’s Office for the District of Vermont pursuant to a CID. Between April 2018 and June 2019, Practice Fusion received from the U.S. Department of Justice (the “DOJ”) seven additional requests for documents and information through four additional CIDs and three Health Insurance Portability and Accountability Act (“HIPAA”) subpoenas. The document and information requests received by Practice Fusion related to both the certification Practice Fusion obtained in connection with the U.S. Department of Health and Human Services’ Electronic Health Record Incentive Program and Practice Fusion’s compliance with the Anti-Kickback Statute (“AKS”) and HIPAA as it relates to certain business practices engaged in by Practice Fusion. In March 2019, Practice Fusion received a grand jury subpoena in connection with a criminal investigation related to Practice Fusion’s compliance with the Anti-Kickback Statute.AKS. On August 6, 2019, Practice Fusion reached an agreement in principle with the DOJ to resolve all of the DOJ’s outstanding civil and criminal investigations, including the investigation by the U.S. Attorney’s Office for the District of Vermont. The terms of this agreement in principle, which is subject to final negotiation of settlement documents with the government, contemplateVermont, and we announced that on January 27, 2020, Practice Fusion will pay $145.0 million and enterentered into a deferred prosecution agreement and various civil settlement agreements, including with the Medicaid programs for each U.S. state, the District of Columbia and Puerto Rico (collectively, the “Settlement Agreements”) resolving the investigations conducted by the DOJ and the U.S. Attorney’s Office. The Settlement Agreements require Practice Fusion to, among other matters, pay a criminal fine of $25.3 million, a forfeiture payment of $959,700 and a civil settlement agreement. Other non-financialof $118.6 million, which includes $5.2 million designated for the state Medicaid program expenditures. The terms of Settlement Agreements resolved, among other things, allegations that Practice Fusion, long before its acquisition by Allscripts and conditions remain subjectconcerning conduct about which Allscripts was unaware at the time of the acquisition, violated the AKS through the manner by which a sponsored Clinical Decision Support arrangement was sold to negotiation,an opioid manufacturer and other AKS allegations made by the DOJ against Practice Fusion, as well as False Claims Act allegations pertaining to Meaningful Use payments the federal government made to users of Practice Fusion’s EHR system. In April 2020, Practice Fusion amended its civil settlement agreement with the DOJ by revising the timing of certain of the payments required to be made by Practice Fusion. Pursuant to the amendment, the Federal settlement amounts that were otherwise owed in the Company’s second and third fiscal quarters were reduced by half, and the terms described above may change following further negotiation. The agreement in principle andbalance of the final settlement materials are subject to approval of supervisory personnel within the DOJ.  The proposedFederal settlement amount is includedowed by Practice Fusion will become due in Other loss, net within the consolidated statements of operations and Accrued expenses within the consolidated balance sheets as of and for the three months ended June 30, 2019.

On January 25, 2018, a complaint was filed in Surfside Non-Surgical Orthopedics, P.A. v. Allscripts Healthcare Solutions, Inc., No. 1:18-cv-00566, in the Northern District of Illinois. This is a purported class action lawsuit related to a January 18, 2018 ransomware attack, and alleges the following counts: (1) negligence, gross negligence and negligence per se; (2) breach of contract; (3) unjust enrichment; (4) violation of the Illinois Consumer Fraud Act; and (5) violation of the Illinois Deceptive Trade Practices Act. Plaintiff seeks to represent a class of customers seeking damages from Allscripts. Allscripts has moved to dismiss the plaintiff’s complaint. In June 2019, the court granted Allscripts motion to dismiss the plaintiff’s complaint and entered judgment in favor of Allscripts.2021.

14. Discontinued Operations

Netsmart

On December 31, 2018, we sold all of the Class A Common Units of Netsmart LLC, a Delaware limited liability company (“Netsmart”), held by the Company. Prior to the sale, Netsmart comprised a separate reportable segment, which due to its significance to our historical consolidated financial statements and results of operations, is reported as a discontinued operation due to the sale.

The following table summarizes Netsmart’s major income and expense line items as reported in the consolidated statements of operations for the three and six months ended June 30, 2018:

 

 

Three Months Ended

 

 

Six Months Ended

 

(In thousands)

 

June 30, 2018

 

 

June 30, 2018

 

Major income and expense line items related to Netsmart:

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

$

51,921

 

 

$

101,134

 

Client services

 

 

32,192

 

 

 

63,183

 

Total revenue

 

 

84,113

 

 

 

164,317

 

Cost of revenue:

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

 

14,302

 

 

 

28,669

 

Client services

 

 

22,822

 

 

 

44,535

 

Amortization of software development and acquisition related assets

 

 

8,093

 

 

 

15,907

 

Total cost of revenue

 

 

45,217

 

 

 

89,111

 

Gross profit

 

 

38,896

 

 

 

75,206

 

Selling, general and administrative expenses

 

 

26,168

 

 

 

49,301

 

Research and development

 

 

5,851

 

 

 

11,038

 

Amortization of intangible and acquisition-related assets

 

 

5,580

 

 

 

11,189

 

Income from discontinued operations of Netsmart

 

 

1,297

 

 

 

3,678

 

Interest expense

 

 

(14,475

)

 

 

(27,826

)

Other loss

 

 

(5

)

 

 

(17

)

Loss from discontinued operations of Netsmart before

    income taxes

 

 

(13,183

)

 

 

(24,165

)

Income tax benefit

 

 

3,573

 

 

 

6,786

 

Loss from discontinued operations, net of tax for Netsmart

 

$

(9,610

)

 

$

(17,379

)

25


Horizon Clinicals and Series2000 Revenue Cycle

Two of the product offerings (Horizon Clinicals and Series2000 Revenue Cycle) acquired with the business combination with the EIS Business were sunset after March 31, 2018. The decision to discontinue maintaining and supporting these solutions was made prior to our acquisition of the EIS Business and, therefore, are presented below as discontinued operations. Until the end of the first quarter of 2018, we were involved in ongoing maintenance and support for these solutions until customers have transitioned to other platforms. No disposal gains or losses were recognized during the 2018 fiscal year related to these discontinued operations. We had $0.9 million of accrued expenses associated with the Horizon Clinicals and Series2000 Revenue Cycle businesses on the consolidated balance sheets as of December 31, 2018.

The following table summarizes the major classes of line items constituting income (loss) of the discontinued operations with the sunset businesses of Horizon Clinicals and Series2000 Revenue Cycle, as reported in the consolidated statements of operations for the three and six months ended June 30, 2018:

 

 

Three Months Ended

 

 

Six Months Ended

 

(In thousands)

 

June 30, 2018

 

 

June 30, 2018

 

Major classes of line items constituting pretax profit (loss) of

   discontinued operations for Horizon Clinicals and

   Series2000 Revenue Cycle:

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

$

(363

)

 

$

9,441

 

Client services

 

 

(88

)

 

 

404

 

Total revenue

 

 

(451

)

 

 

9,845

 

Cost of revenue:

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

 

(141

)

 

 

2,322

 

Client services

 

 

87

 

 

 

830

 

Total cost of revenue

 

 

(54

)

 

 

3,152

 

Gross profit

 

 

(397

)

 

 

6,693

 

Research and development

 

 

527

 

 

 

1,651

 

(Loss) income from discontinued operations for Horizon Clinicals

   and Series2000 Revenue Cycle before income taxes

 

 

(924

)

 

 

5,042

 

Income tax benefit (provision)

 

 

240

 

 

 

(1,311

)

(Loss) income from discontinued operations, net of tax for Horizon

   Clinicals and Series2000 Revenue Cycle

 

$

(684

)

 

$

3,731

 

 

15. Business Segments

We primarily derive our revenues from sales of our proprietary software (either as a direct license sale or under a subscription delivery model), which also serves as the basis for our recurring service contracts for software support and maintenance and certain transaction-related services. In addition, we provide various other client services, including installation, and managed services such as outsourcing, private cloud hosting and revenue cycle management.

During the first quarter of 2019,2020, we realigned our reporting structure as a resultto organize the Company around strategic business units to maximize delivery of the divestiture of our investment in Netsmart on December 31, 2018, the evolution of the healthcare IT industryclient commitments, operational effectiveness and our increased focus on the payer and life sciences market.competitiveness. As a result, we changed the presentation of our reportable segments to Provider and Veradigm. The new Provider segment is comprised of our core integrated clinical software applications, financial management and patient engagement solutions targeted at clients across the entire continuum of care. The new Veradigm segment primarily focuses on the payer and life sciences market. These changes to our reportable segments had no impact on operating segments. The segment disclosures below for the three and six months ended June 30, 2018, have been revised to conform to the current year presentation.

As of June 30, 2019, we had eight3 operating segments, which(i) Core Clinical and Financial Solutions, (ii) Data, Analytics and Care Coordination and (iii) EPSiTM. The Core Clinical and Financial Solutions and Data, Analytics and Care Coordination operating segments are aggregated into twothe equivalent to the reportable segments. The Providernew reportable segment includes the Hospitalssegments are (i) Core Clinical and Health Systems, Ambulatory, CarePort, FollowMyHealth®, EPSiTM, EIS-ClassicsFinancial Solutions and 2bPrecise strategic business units, each of which represents a separate operating segment. This reportable(ii) Data, Analytics and Care Coordination. The new Core Clinical and Financial Solutions segment derives its revenue from the sale of integrated clinical software applications and financial management and patient engagement solutions, which primarily include EHR-related software, connectivity and coordinated care solutions, financial and practice management software, related installation, support and maintenance, outsourcing, private cloud hosting and revenue cycle management, trainingmanagement. The new Data, Analytics and electronic claims administration services. The Veradigm reportableCare Coordination segment is comprisedderives its revenue from the sale of the Veradigm business unit,patient engagement, care coordination, and payer and life sciences solutions, which represents a separate operating segment. This reportable segment provides data-driven clinical insights with actionable tools for clinical workflow, research, analytics and media. Its solutions,are mainly targeted at hospitals, health systems, other care facilities, payers, life sciences companies and other key healthcare stakeholders, helpstakeholders. These solutions enable clients to transition, analyze, coordinate care and improve the quality, efficiency and value of healthcare delivery.delivery across the entire care community. The EPSiTM operating segment is included in the “Unallocated Amounts” category as it does not meet the requirements to be a reportable segment nor the criteria to be aggregated into the 2 reportable segments. The segment disclosures below for the three months ended March 31, 2019 have been revised to conform to the current year presentation.  

2624


Our Chief Operating Decision Maker (“CODM”) uses segment revenues, gross profit and income (loss) from operations as measures of performance and to make decisions about the allocation of resources. In determining these performance measures, we do not include in revenue the amortization of acquisition-related deferred revenue adjustments, which reflect the fair value adjustments to deferred revenue acquired in a business combination. We also exclude the amortization of intangible assets, stock-based compensation expense, expenses not reflective of our core business and transaction-related costs, and non-cash asset impairment charges from the operating segment data provided to our CODM. Expenses not reflective of our core business relate to certain severance, product consolidation, legal, consulting and other charges. Accordingly, these amounts are not included in our reportable segment results and are included in an “Unallocated Amounts” category within our segment disclosure. The “Unallocated Amounts” category also includes (i) corporate general and administrative expenses (including marketing expenses) and certain research and development expenses related to common solutions and resources that benefit all of our business units, all of which are centrally managed, and (ii) revenue and the associated cost from the resale of certain ancillary products, primarily hardware. We do not track our assets by segment.

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provider

 

$

405,690

 

 

$

413,467

 

 

$

798,297

 

 

$

823,891

 

Veradigm

 

 

38,521

 

 

 

33,497

 

 

 

73,637

 

 

 

56,304

 

Core Clinical and Financial Solutions

 

$

321,539

 

 

$

341,896

 

Data, Analytics and Care Coordination

 

 

82,062

 

 

 

74,259

 

Unallocated Amounts

 

 

249

 

 

 

(5,500

)

 

 

4,575

 

 

 

(5,009

)

 

 

13,112

 

 

 

15,894

 

Total revenue

 

$

444,460

 

 

$

441,464

 

 

$

876,509

 

 

$

875,186

 

 

$

416,713

 

 

$

432,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provider

 

$

174,315

 

 

$

184,101

 

 

$

340,133

 

 

$

369,830

 

Veradigm

 

 

27,114

 

 

 

23,313

 

 

 

49,548

 

 

 

38,443

 

Core Clinical and Financial Solutions

 

$

102,414

 

 

$

119,337

 

Data, Analytics and Care Coordination

 

 

51,889

 

 

 

50,120

 

Unallocated Amounts

 

 

(17,307

)

 

 

(33,647

)

 

 

(31,464

)

 

 

(49,841

)

 

 

2,658

 

 

 

4,638

 

Total gross profit

 

$

184,122

 

 

$

173,767

 

 

$

358,217

 

 

$

358,432

 

 

$

156,961

 

 

$

174,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provider

 

$

104,125

 

 

$

99,801

 

 

$

204,399

 

 

$

206,941

 

Veradigm

 

 

12,231

 

 

 

8,281

 

 

 

20,550

 

 

 

13,313

 

Core Clinical and Financial Solutions

 

$

27,534

 

 

$

42,498

 

Data, Analytics and Care Coordination

 

 

19,361

 

 

 

17,696

 

Unallocated Amounts

 

 

(111,613

)

 

 

(168,176

)

 

 

(217,561

)

 

 

(287,049

)

 

 

(56,095

)

 

 

(57,549

)

Total income (loss) from operations

 

$

4,743

 

 

$

(60,094

)

 

$

7,388

 

 

$

(66,795

)

 

$

(9,200

)

 

$

2,645

 

 

16. Supplemental Disclosures

Supplemental Consolidated Statements of Cash Flows Information

The majority of the restricted cash balance as of June 30,March 31, 2020 and 2019 and 2018 represents the remaining balance of the escrow account established as part of the acquisition of Netsmart in 2016, to be used by Netsmart to facilitate the integration of Allscripts’ former HomecareTM business.

 

June 30,

 

 

March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

138,903

 

 

$

114,338

 

 

$

204,308

 

 

$

137,167

 

Restricted cash

 

 

9,236

 

 

 

11,647

 

 

 

7,824

 

 

 

10,681

 

Total cash, cash equivalents and restricted cash

 

$

148,139

 

 

$

125,985

 

 

$

212,132

 

 

$

147,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

June 30,

 

(In thousands)

 

2019

 

 

2018

 

Supplemental non-cash information:

 

 

 

 

 

 

 

 

Accretion of redemption preference on redeemable convertible non-controlling

interest - discontinued operation

 

$

0

 

 

$

24,297

 

Contribution of assets in exchange for equity interest

 

$

0

 

 

$

4,000

 

Issuance of treasury stock to commercial partner

 

$

701

 

 

$

0

 

 

27


17. Subsequent Events

On August 6, 2019, Practice Fusion, acquired by Allscripts on February 13, 2018, reached an agreement in principle with the DOJ to resolve the DOJ’s criminal and civil investigations. Refer to Note 13, “Contingencies” for additional information regarding the DOJ’s investigations of Practice Fusion and the pending settlement.

On August 7, 2019, we entered into a First Amendment to the Second Amended Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders. This amendment gives us the financial flexibility to settle the DOJ’s criminal and civil investigations of Practice Fusion while continuing to remain in compliance with the covenants of our Second Amended Credit Agreement. None of the original terms of our Second Amended Credit Agreement relating to scheduled future principal payments, applicable interest rates and margins, or borrowing capacity under our Revolving Facility were amended. In connection with this amendment, we incurred fees and other costs totaling approximately $0.8 million which will be recognized in the third quarter of 2019.

2825


Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact or pattern, including statements regarding the potential impacts of the COVID-19 pandemic and steps we have taken or plan to take in response thereto, statements related to the effect of macroeconomic trends, statements regarding evolving patient care models, andstatements regarding legislative, administrative and regulatory actions on our business and opportunities related to accumulated patient data, statements regarding our agreement in principlesettlement agreements with the DOJ and statements regarding our expected future investment in research and development efforts. Forward-looking statements can also be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance. Actual results could differ significantly from those set forth in the forward-looking statements and reported results should not be considered an indication of future performance or events. Certain factors that could cause our actual results to differ materially from those described in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20182019 (our “Form 10-K”) and Part II, Item 1A of this Form 10-Q under the headingheadings “Risk Factors” and elsewhere. Certain factors that could cause Allscripts actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the final outcomemagnitude, severity and duration of the criminalCOVID-19 pandemic, including the impacts of the pandemic, along with the impacts of our responses and civil investigationsthe responses by governments and other businesses to the DOJ involvingpandemic, on our business, our employees, our clients and our suppliers; the failure by Practice Fusion including our ability to negotiate finalcomply with the terms of the settlement agreements with the DOJDOJ; the costs and burdens of compliance by Practice Fusion with the terms of such agreements; potentialits settlement agreements with the DOJ; additional investigations and proceedings from governmental entities or third parties other than the DOJ related to the same or similar conduct underlying the DOJ’s investigations into Practice Fusion’s business practices; the expected financial results of businesses acquired by us, including the EIS business, the NantHealth provider/patient solutions business, Practice Fusion and Health Grid;us; the successful integration of businesses recently acquired by us; the anticipated and unanticipated expenses and liabilities related to the EIS business, the NantHealth provider/patient solutions business, Practice Fusion and Health Grid,businesses acquired by us, including the civil investigation by the U.S. Attorney’s Office involving our EIS business;Business; security breaches resulting in unauthorized access to our or our clients’ computer systems or data, including denial-of-services, ransomware or other Internet-based attacks; Allscriptsour failure to compete successfully; consolidation in Allscriptsour industry; current and future laws, regulations and industry initiatives; increased government involvement in Allscriptsour industry; the failure of markets in which Allscripts operateswe operate to develop as quickly as expected; Allscriptsour or itsour customers’ failure to see the benefits of government programs; changes in interoperability or other regulatory standards; the effects of the realignment of Allscriptsour sales, services and support organizations; market acceptance of Allscriptsour products and services; the unpredictability of the sales and implementation cycles for Allscriptsour products and services; Allscriptsour ability to manage future growth; Allscriptsour ability to introduce new products and services; Allscriptsour ability to establish and maintain strategic relationships; risks related to the acquisition of new businesses or technologies; the performance of Allscriptsour products; Allscriptsour ability to protect itsour intellectual property rights; the outcome of legal proceedings involving Allscripts; Allscriptsus; our ability to hire, retain and motivate key personnel; performance by Allscriptsour content and service providers; liability for use of content; price reductions; Allscriptsour ability to license and integrate third party technologies; Allscriptsour ability to maintain or expand itsour business with existing customers; risks related to international operations; changes in tax rates or laws; business disruptions; Allscriptsour ability to maintain proper and effective internal controls; and asset and long-term investment impairment charges. The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Part I, Item 1, “Financial Statements (unaudited)”Statements” in this Form 10-Q, as well as our Form 10-K filed with the Securities and Exchange Commission (the “SEC”). We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Each of the terms “we,” “us,” “our”“our,” “Company,” or “Company”“Allscripts” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and/or its wholly-owned subsidiaries and controlled affiliates, unless otherwise stated.

Overview

Our Business Overview and Regulatory Environment

We deliver information technology (“IT”) solutions and services to help healthcare organizations achieve optimal clinical, financial and operational results. We sell our solutions to physicians, hospitals, governments, health systems, health plans, life-sciences companies, retail clinics, retail pharmacies, pharmacy benefit managers, insurance companies, employer wellness clinics, and post-acute organizations, such as home health and hospice agencies. We help our clients improve the quality and efficiency of health care with solutions that include electronic health records (“EHRs”), information connectivity, private cloud hosting, outsourcing, analytics, patient engagement, clinical decision supportaccess and population health management.

Our solutions empower healthcare professionals with the data, insights and connectivity to other caregivers they need to succeed in an industry that is rapidly changing from fee-for-service models to fee-for-value advanced payment models. We believe we offer some of the most comprehensive solutions in our industry today. Healthcare organizations can effectively manage patients and patient populations across all care settings using a combination of our physician, hospital, health system, post-acute care and population health management products and services. We believe these solutions will help transform health care as the industry seeks new ways to manage risk, improve quality and reduce costs.

2926


Globally, healthcare providers face an aging population and the challenge of caring for an increasing number of patients with chronic diseases.diseases, as well as the urgency of the COVID-19 crisis. At the same time, practitioners worldwide are also under growing pressure to demonstrate the delivery of high-quality care at lower costs. costs and to fully embrace expectations of efficient, patient-centered information exchange. Congressional oversight of EHRs and health information technology has increased in recent years. This increased oversight could impact our clients and our business. The passage of the 21 Century Cures Act in December 2016 assuaged some concerns about interoperability and possible FDA oversight of EHRs, and the ensuing regulations on data blocking and interoperability were just released by the Department of Health and Human Services (“HHS”) in March 2020. Certain of the elements of the new regulation may have a significant effect on our business processes and how our clients must exchange patient information. In particular, Allscripts will need to complete development work to satisfy the revised and new certification criterion just released, and we and our clients will be making adjustments to business practices associated with information exchange and provision of Electronic Health Information.

Population health management, analytics, data connectivity based on open Application Programming Interfaces (“APIs”), and other exchange mechanisms, and patient engagement are strategic imperatives that can help address these challenges. In the United States, for example, such initiatives will beare critical tools for success under the framework of the Quality Payment Program (“QPP”), launched by the Centers for Medicare & Medicaid Services (“CMS”) in response to the passage of the Medicare Access and CHIP Reauthorization Act (“MACRA”). As healthcare providers and payers continue to migrate from volume-based to value-based care delivery interoperableand also weigh compliance with the newly finalized information blocking and interoperability regulations from the Office of the National Coordinator for Health Information Technology (“ONC”) and CMS, solutions that are connected to the consumer marketplace are the key to market leadership in the new healthcare reality. Additionally, there is a small but growing portion of the market interested in payment models not reliant on insurance, such as the direct primary care model, with doctors and other healthcare professionals interested in the clinical value of the interoperable EHR separate and apart from payment mechanisms established by public or commercial payers or associated reporting requirements.

We believe our solutions are delivering value to our clients by providing them with powerful connectivity, as well as increasingly robust patient engagement and care coordination tools, enabling users to successfully participate in alternative payment models that reward high value care delivery. Population health management is commonly viewed as one of the critical next frontiers in healthcare delivery, and we expect this rapidly emerging and evolving area to be a key driver of our future growth, both domestically and globally.

Recent advances in molecular science and computer technology are creating opportunities for the delivery of personalized medicine solutions. We believe these solutions will transform the coordination and delivery of health care, ultimately improving patient outcomes.

Specific to the United States, the healthcare IT industry in which we operate is in the midst of a period of rapid change, primarily due to new laws and regulations, as well as modifications to industry standards. Various incentives that exist today (including alternative payment models that reward high value care delivery) have been rapidly moving health care toward a time where EHRs are as common as practice management or other financial systems in all provider offices. As a result, we believe that legislation, such as the aforementioned MACRA, as well as other government-driven initiatives (including at the state level), will continue to affect healthcare IT adoption and expansion, including products and solutions like ours. We also believe that we are well-positioned in the market to take advantage of the ongoing opportunity presented by these changes.

Given that CMS has proposed furtherannually proposes new and revised regulations, including payment rules for upcoming years, which require use of EHRs and other health information technology even as we comply with previously published rules, our industry is preparing on an ongoing basis for additional areas in which we must execute compliance. Similarly, our ability to achieve newly expanded applicable product certification requirements resulting from changing strategies at the Office of the National Coordinator for Health Information Technology (“ONC”),ONC and the scope of related development and other efforts required to meet regulatory standards could both materially impact our capacity to maximize the market opportunity. All of our market-facing EHR solutions and several other relevant products have successfully completed the testing process and are certified as 2015 Edition-compliant by an ONC-Authorized Certification Body (the most recent Edition). Allscripts remainsedition), and we remain committed to satisfying evolvingthe new certification requirements and meeting the conditions of certification including those that are expected to bewere recently finalized atby the end of the review process by ONC this year.ONC.

The MACRA encouraged the adoption of health IT necessary to satisfy new requirements more closely associating the report of quality measurements to Medicare payments. Following the finalization of the Physician Fee Schedule rule for the QPP in 2017,each year, providers accepting payment from Medicare were given an opportunity tomust select one of two payment models: Thethe Merit-based Incentive Payment System (“MIPS”) or an Advanced Alternative Payment Model (“APM”). Both of these approaches require substantive reporting on quality measures; additionally, the MIPS consolidated several preexisting incentive programs, including Medicare Meaningful Use and Physician Quality Reporting System, under one umbrella, as required by statute. TheWe believe the implementation of this new law is likely driving additional interest in our products among providers who were not eligible for or chose not to participate in the Health Information Technology for Economic and Clinical Health Act (“HITECH”) incentive program but now need an EHR and other health IT solutions or byand among those looking to purchase more robust systems to comply with increasingly complex MACRA requirements. Additional regulations continue to be released annually, clarifying requirements related to reporting and quality measures, which will enable physician populations and healthcare organizations to make strategic decisions about the purchase of analytic software or other solutions important to comply with the new law and associated regulations.

27


HITECH resulted in additional related new orders for our EHR products, and we believe that the MACRA couldmay drive purchases of not only EHRs but also additional technologies necessary in advanced payment models. Large physician groups will continue to purchase and enhance their use of EHR technology; while the number of very large practices with over 100 physicians that have not yet acquired such technology is insignificant, those considering replacement purchases are increasing. Such practices may choose to replace older EHR technology in the future as regulatory requirements (such as those related to Advanced APMs) and business realities dictate the need for updates and upgrades, as well as additional features and functionality. As incentive payment strategies shift in policies under the current Presidential Administration in the United States, the role of commercial payers and their continued expansion of alternative payment models and interest in attaining larger volumes of clinical data, as well as the anticipated growth in Medicaid payment models, are expected to provide additional incentives for purchase and expansion.

30


We also continue to see activity in local community-based buying, whereby individual hospitals, health systems and integrated delivery networks subsidize the purchase of EHR licenses or related services for local, affiliated physicians and physicians across their employed physician base in order to leverage buying power and to help those practices take advantage of payment reform opportunities. This activity has also resulted in a pull-through effect where smaller practices affiliated with a community hospital are motivated to participate in a variety of incentive programs, while the subsidizing health system expands connectivity within the local provider community. We believe that the 2013 extension ofnew rules related to exceptions to the Stark Law and Anti-Kickback Statute, which allowedwere recently released in proposed form and would continue to allow hospitals and other organizations to subsidize the purchase of EHRs, contributedwill possibly further contribute to the growth of this market dynamic, and we await announceddynamic. We expect that these regulatory revisions from HHS that are expected towill further support value-based payment models and their associated purchasing arrangements between hospitals and physician practices.practices, including allowing subsidization of replacement EHRs and not just initial purchases. The associated challenge we face is to successfully position, sell, implement and support our products sold to hospitals, health systems or integrated delivery networks that subsidize their affiliated physicians. We believe the community programs we have in place will help us penetrate these markets.

We believe we have taken and continue to take the proper steps to maximize the opportunity presented by the QPP and other new payment programs, including several announced recently, such as Primary Care First and the Pathways to Success overhaul of Medicare’s National ACO program. However, given the effects the laws are having on our clients, there can be no assurance that they will result in significant new orders for us in the near term, and if they do, that we will have the capacity to meet the additional market demand in a timely fashion.

Additionally, other public laws to reform the United States healthcare system contain various provisions, which may impact us and our clients. Continued efforts by the current Presidential Administration and several state governments to alter aspects of the Patient Protection and Affordable Care Act (as amended, the “PPACA”) or to make other policy changes through Executive Orders create uncertainty for us and for our clients, particularly throughclients. Certain lawsuits related to the court system.PPACA also create uncertainty for us and our clients. Some laws currently in place may have a positive impact by requiring the expanded use of EHRs, quality measurement, prescription drug monitoring and analytics tools to participate in certain federal, state or private sector programs. Others, such as adjustments made to the PPACA by the current Presidential Administration, laws or regulations mandating reductions in reimbursement for certain types of providers, decreasing insurance coverage of patients, state levelstate-level requests for waivers from CMS related to Medicaid modeling, or increasing regulatory oversight of our products or our business practices, may have a negative impact by reducing the resources available to purchase our products. Increases in fraud and abuse enforcement and payment adjustments for non-participation in certain programs or overpayment of certain incentive payments may also adversely affect participants in the healthcare sector, including us.

Generally, Congressional oversightAllscripts continues to see increased opportunities stemming from the large stores of EHRspatient data accumulated from our industry-leading client base and health informationpartnerships with other EHR companies, including NextGen Healthcare Inc., a leading provider of ambulatory-focused healthcare technology increasedsolutions. Through collaboration with researchers and life sciences companies, we believe Allscripts may play a role in recent years, including a specific focus on perceived interoperability failures and physician frustration with user burden,the study of real-world evidence as it relates to post-market surveillance of new medicines, as an example. We will closely monitor regulations and/or guidance from the FDA, as well as contributing factors to such dissatisfaction. This increased oversight could impact our clients and our business. The passageany new laws that take shape in Congress that may touch third-party uses of the 21st Century Cures Act in December 2016 assuaged some concerns about interoperability and possible FDA oversight of EHRs, and we await the final regulations onpatient data blocking and interoperability that were released in proposed form by HHS in February 2019. Certain of these proposals may have a significant effect on our business processes and how our clients must exchangeand/or any related privacy implications for patient information. We will respond as necessary to the finalized regulations on those topics, which are expected by year’s end.consent.

Congressional focus on addressing the opioid epidemic in part through technological applications and reducing clinician burden is likely to continue. The Administration is also taking action in some areas that may directly or indirectly affect Allscripts and our clients, including efforts to increase health-related price transparency in order to support patients in applying market-based pressures to the nation’s challenge of health cost containment. Further, CMS has proposedfinalized changes to the Evaluation & Management coding structure that ties closely to our clients’ requirements to document the care they are delivering prior to payment. We expect these changes may have a positive effect on clinician satisfaction with our EHRs, if implemented as proposed, though the fundamentals of payment will remain in transition to value-based payment models.

New payment and delivery system reform programs, including those related tomodeled after those of the Medicare program, are increasingly being rolled out at the state level through Medicaid administrators, as well as through the private sector, presenting additional opportunities for us to provide software and services to our clients who participate. We also must take steps to comply with state-specific laws and regulations governing companies in the health information technology space.

We derive our revenues primarily from sales of our proprietary software (either as a perpetual license sale or under a subscription delivery model), support and maintenance services, and managed services, such as outsourcing, private cloud hosting and revenue cycle management.

28


Impacts of COVID-19

The global outbreak of the novel coronavirus (COVID-19) has severely restricted the level of economic activity around the world. We have been carefully monitoring the COVID-19 pandemic and its impact on our global operations. We are conducting business with certain modifications to employee travel, employee work locations, and cost reduction initiatives, among other modifications. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, partners and stockholders.

The COVID-19 pandemic negatively impacted revenue in the quarter as we saw delays in deals with upfront software revenue and professional services implementations across our inpatient and outpatient base towards the end of the quarter. In April 2020, we implemented cost actions that included headcount reductions and temporary salary measures. We believe our cost reduction actions and liquidity serve to position us appropriately and provide operating and financial flexibility to assist us in navigating through this uncertain environment.

The extent to which the COVID-19 outbreak impacts the Company’s results of operations and financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19, the longevity of COVID-19, the impact of COVID-19 on economic activity, and the actions to contain its impacts on public health and the global economy. See Part II, Item 1A, Risk Factors, for an additional discussion of risks related to COVID-19.

Critical Accounting Policies and Estimates

We adopted the new leasing standard Accounting Standards Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-02 effective2016-13”) on January 1, 2019.2020 using the cumulative-effect adjustment transition method. The standardguidance in ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires that leasedimmediate recognition of estimated credit losses expected to occur for most financial assets and corresponding lease liabilitiescertain other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the consolidated balance sheets as right-to-use assetsamortized cost of the securities. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and operating or financing lease liabilities.interim periods within those annual periods. Refer to Note 2 “Revenue from Contracts with Customers” and Note 3 “Leases”“Accounts Receivable” to our consolidated financial statements included in Part I, Item 1, “Financial Statements (unaudited)”Statements” of this Form 10-Q for further information regarding the impact of adopting ASU 2016-02.2016-13.  

There were no other material changes to our critical accounting policies and estimates from those previously disclosed in our Form 10-K.

31


SecondFirst Quarter 20192020 Summary

During the secondfirst quarter of 2019,2020, we continued to make progress on our key strategic, financial and operational imperatives, which are aimed at driving higher client satisfaction, improving our competitive position by expanding the depth and breadth of our products and integrating recent acquisitions. Additionally, we believe there are still opportunities to continue to improve our operating leverage and further streamline our operations and such efforts are ongoing.

Total revenue for the secondfirst quarter of 20192020 was $445$417 million, an increasea decrease of $4$15 million compared to the secondfirst quarter of 2018.2019. For the three months ended June 30, 2019,March 31, 2020, software delivery, support and maintenance revenue and client services revenue was $285$264 million and $159$153 million, respectively, compared with $284$275 million and $157 million, respectively, during the three months ended June 30, 2018.March 31, 2019.

Gross profit andfor the first quarter was $157 million, a decrease of $17 million compared to the first quarter of 2019. Gross margin decreased to 37.7% in the first quarter of 2020 compared to a 40.3% gross margin increased during the three months ended June 30, 2019 compared with the prior year comparable period, primarily due to improved efficiencies and cost structure within client services and an increase in organic sales for Veradigm and our acute solutions in 2019 compared to 2018, which carry higher margins. Gross profit and gross margin increases were partially offset due to higher amortizationfirst quarter of software development and acquisition-related assets. Gross profit margin was 41.4% during the three months ended June 30, 2019 compared with 39.4% during the three months ended June 30, 2018.2019.

Our contract backlog as of June 30, 2019March 31, 2020 was $3.9$4.5 billion, which remained consistentincreased compared with our contract backlog of $3.9$4.4 billion and $4.0 billion as of December 31, 2018, while decreasing compared with contract backlog as of June 30, 2018 of $4.3 billion.2019 and March 31, 2019, respectively.

Our bookings, which reflect the value of executed contracts for software, hardware, other client services, private-cloud hosting, outsourcing and subscription-based services, totaled $276$205 million for the three months ended June 30, 2019,March 31, 2020, which represents an increasedecrease of 31%28% over the comparable prior period amount of $211$286 million and a decrease of 3%34% from the firstfourth quarter of 2019 amount of $286$312 million.

 

 

3229


Overview of Consolidated Results

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

(In thousands, except percentages)

 

2020

 

 

2019

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

$

285,023

 

 

$

284,485

 

 

 

0.2

%

 

$

560,535

 

 

$

565,038

 

 

 

(0.8

%)

 

$

263,612

 

 

$

275,512

 

 

 

(4.3

%)

Client services

 

 

159,437

 

 

 

156,979

 

 

 

1.6

%

 

 

315,974

 

 

 

310,148

 

 

 

1.9

%

 

 

153,101

 

 

 

156,537

 

 

 

(2.2

%)

Total revenue

 

 

444,460

 

 

 

441,464

 

 

 

0.7

%

 

 

876,509

 

 

 

875,186

 

 

 

0.2

%

 

 

416,713

 

 

 

432,049

 

 

 

(3.5

%)

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

 

91,351

 

 

 

92,938

 

 

 

(1.7

%)

 

 

179,484

 

 

 

178,948

 

 

 

0.3

%

 

 

76,325

 

 

 

81,033

 

 

 

(5.8

%)

Client services

 

 

139,957

 

 

 

150,174

 

 

 

(6.8

%)

 

 

281,556

 

 

 

287,262

 

 

 

(2.0

%)

 

 

152,786

 

 

 

148,699

 

 

 

2.7

%

Amortization of software development and

acquisition-related assets

 

 

29,030

 

 

 

24,585

 

 

 

18.1

%

 

 

57,252

 

 

 

50,544

 

 

 

13.3

%

 

 

30,641

 

 

 

28,222

 

 

 

8.6

%

Total cost of revenue

 

 

260,338

 

 

 

267,697

 

 

 

(2.7

%)

 

 

518,292

 

 

 

516,754

 

 

 

0.3

%

 

 

259,752

 

 

 

257,954

 

 

 

0.7

%

Gross profit

 

 

184,122

 

 

 

173,767

 

 

 

6.0

%

 

 

358,217

 

 

 

358,432

 

 

 

(0.1

%)

 

 

156,961

 

 

 

174,095

 

 

 

(9.8

%)

Gross margin %

 

 

41.4

%

 

 

39.4

%

 

 

 

 

 

 

40.9

%

 

 

41.0

%

 

 

 

 

 

 

37.7

%

 

 

40.3

%

 

 

 

 

Selling, general and administrative expenses

 

 

105,542

 

 

 

122,913

 

 

 

(14.1

%)

 

 

205,787

 

 

 

242,850

 

 

 

(15.3

%)

 

 

97,288

 

 

 

100,245

 

 

 

(2.9

%)

Research and development

 

 

63,414

 

 

 

74,491

 

 

 

(14.9

%)

 

 

127,724

 

 

 

139,281

 

 

 

(8.3

%)

 

 

62,155

 

 

 

64,310

 

 

 

(3.4

%)

Asset impairment charges

 

 

3,691

 

 

 

30,075

 

 

 

(87.7

%)

 

 

3,789

 

 

 

30,075

 

 

 

(87.4

%)

 

 

0

 

 

 

98

 

 

 

(100.0

%)

Amortization of intangible and

acquisition-related assets

 

 

6,732

 

 

 

6,382

 

 

 

5.5

%

 

 

13,529

 

 

 

13,021

 

 

 

3.9

%

 

 

6,718

 

 

 

6,797

 

 

 

(1.2

%)

Income (loss) from operations

 

 

4,743

 

 

 

(60,094

)

 

 

(107.9

%)

 

 

7,388

 

 

 

(66,795

)

 

 

(111.1

%)

(Loss) income from operations

 

 

(9,200

)

 

 

2,645

 

 

NM

 

Interest expense

 

 

(10,424

)

 

 

(11,980

)

 

 

(13.0

%)

 

 

(20,608

)

 

 

(23,674

)

 

 

(13.0

%)

 

 

(12,223

)

 

 

(10,184

)

 

 

20.0

%

Other loss, net

 

 

(144,994

)

 

 

(13

)

 

NM

 

 

 

(144,481

)

 

 

(48

)

 

NM

 

Gain on sale of businesses, net

 

 

0

 

 

 

173,129

 

 

 

(100.0

%)

 

 

0

 

 

 

172,258

 

 

 

(100.0

%)

(Impairment) recovery of long-term investments

 

 

0

 

 

 

(9,987

)

 

 

(100.0

%)

 

 

1,045

 

 

 

(15,487

)

 

 

(106.7

%)

Equity in net income of

unconsolidated investments

 

 

218

 

 

 

767

 

 

 

(71.6

%)

 

 

154

 

 

 

706

 

 

 

(78.2

%)

(Loss) income from continuing operations before

income taxes

 

 

(150,457

)

 

 

91,822

 

 

NM

 

 

 

(156,502

)

 

 

66,960

 

 

NM

 

Other income, net

 

 

522

 

 

 

513

 

 

 

1.8

%

Recovery of long-term investments

 

 

0

 

 

 

1,045

 

 

 

(100.0

%)

Equity in net income (loss) of unconsolidated investments

 

 

200

 

 

 

(64

)

 

NM

 

Loss from continuing operations before income taxes

 

 

(20,701

)

 

 

(6,045

)

 

NM

 

Income tax benefit (provision)

 

 

527

 

 

 

(7,256

)

 

 

(107.3

%)

 

 

(1,405

)

 

 

(7,555

)

 

 

(81.4

%)

 

 

347

 

 

 

(1,932

)

 

 

(118.0

%)

Effective tax rate

 

 

0.4

%

 

 

7.9

%

 

 

 

 

 

 

(0.9

%)

 

 

11.3

%

 

 

 

 

 

 

1.7

%

 

 

(32.0

%)

 

 

 

 

(Loss) income from continuing operations,

net of tax

 

 

(149,930

)

 

 

84,566

 

 

NM

 

 

 

(157,907

)

 

 

59,405

 

 

NM

 

Loss from discontinued operations

 

 

0

 

 

 

(14,107

)

 

 

(100.0

%)

 

 

0

 

 

 

(19,123

)

 

 

(100.0

%)

Income tax effect on discontinued operations

 

 

0

 

 

 

3,813

 

 

 

(100.0

%)

 

 

0

 

 

 

5,475

 

 

 

(100.0

%)

Loss from discontinued operations,

net of tax

 

 

0

 

 

 

(10,294

)

 

 

(100.0

%)

 

 

0

 

 

 

(13,648

)

 

 

(100.0

%)

Net (loss) income

 

 

(149,930

)

 

 

74,272

 

 

NM

 

 

 

(157,907

)

 

 

45,757

 

 

NM

 

Net loss attributable to non-controlling interest

 

 

0

 

 

 

2,700

 

 

 

(100.0

%)

 

 

424

 

 

 

3,490

 

 

 

(87.9

%)

Accretion of redemption preference

on redeemable convertible non-controlling

interest - discontinued operations

 

 

0

 

 

 

(12,148

)

 

 

(100.0

%)

 

 

0

 

 

 

(24,297

)

 

 

(100.0

%)

Net (loss) income attributable to Allscripts

Healthcare Solutions, Inc. stockholders

 

$

(149,930

)

 

$

64,824

 

 

NM

 

 

$

(157,483

)

 

$

24,950

 

 

NM

 

Net loss

 

 

(20,354

)

 

 

(7,977

)

 

 

155.2

%

Net loss attributable to non-controlling interests

 

 

0

 

 

 

424

 

 

 

(100.0

%)

Net loss attributable to Allscripts Healthcare

Solutions, Inc. stockholders

 

$

(20,354

)

 

$

(7,553

)

 

 

169.5

%

NM – We define “NM” as not meaningful for increases or decreases greater than 200%.

33


Revenue

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring revenue

 

$

350,113

 

 

$

361,376

 

 

 

(3.1

%)

 

$

698,749

 

 

$

714,036

 

 

 

(2.1

%)

 

$

341,219

 

 

$

348,636

 

 

 

(2.1

%)

Non-recurring revenue

 

 

94,347

 

 

 

80,088

 

 

 

17.8

%

 

 

177,760

 

 

 

161,150

 

 

 

10.3

%

 

 

75,494

 

 

 

83,413

 

 

 

(9.5

%)

Total revenue

 

$

444,460

 

 

$

441,464

 

 

 

0.7

%

 

$

876,509

 

 

$

875,186

 

 

 

0.2

%

 

$

416,713

 

 

$

432,049

 

 

 

(3.5

%)

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Recurring revenue consists of subscription-based software sales, support and maintenance revenue, recurring transactions revenue and recurring revenue from managed services solutions, such as outsourcing, private cloud hosting and revenue cycle management. Non-recurring revenue consists of perpetual software licenses sales, hardware resale and non-recurring transactions revenue, and project-based client services revenue.

The decrease in recurringRecurring revenue decreased for the three months ended June 30, 2019March 31, 2020 compared to the prior year comparable period primarily related to known attrition within the EIS business. The sale of the OneContent business on April 2, 2018 also contributed to the decline in recurring revenue for the six months ended June 30, 2019. The OneContent business was acquired as part of the EIS business acquisition on October 2, 2017 and it contributed $13 million of recurring revenue during the first quarter of 2018, including $1 million of amortization of acquisition-related deferred revenue adjustments. Non-recurring revenue increased due to higher sales of perpetual software licenses for our acute solutions in 2019 compared to 2018,attrition. The decrease was partially offset by an increase in subscription revenue. Non-recurring revenue decreased for the three months ended March 31, 2020 compared to the prior year comparable period due to lower upfront software revenues and project delays that impacted client services revenue related to the timing ofrevenue. The decrease was partially offset by new business from perpetual software activations.license sales.

The percentage of recurring and non-recurring revenue of our total revenue was 79% and 21%, respectively, during the three months ended June 30, 2019 and 82% and 18%, respectively, during the three months ended June 30, 2018. The percentage of recurring non-recurring revenue of our total revenue was 80%March 31, 2020 and 20%81% and 19%, respectively, during the sixthree months ended June 30, 2019 and 82% and 18% during the six months ended June 30, 2018.March 31, 2019.

30


Gross Profit

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

(In thousands, except percentages)

 

2020

 

 

2019

 

 

% Change

 

Total cost of revenue

 

$

260,338

 

 

$

267,697

 

 

 

(2.7

%)

 

$

518,292

 

 

$

516,754

 

 

 

0.3

%

 

$

259,752

 

 

$

257,954

 

 

 

0.7

%

Gross profit

 

$

184,122

 

 

$

173,767

 

 

 

6.0

%

 

$

358,217

 

 

$

358,432

 

 

 

(0.1

%)

 

$

156,961

 

 

$

174,095

 

 

 

(9.8

%)

Gross margin %

 

 

41.4

%

 

 

39.4

%

 

 

 

 

 

 

40.9

%

 

 

41.0

%

 

 

 

 

 

 

37.7

%

 

 

40.3

%

 

 

 

 

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Gross profit and gross margin increaseddecreased during the three months ended June 30, 2019March 31, 2020 compared with the prior year comparable period, primarily due to improved efficienciesattrition, revenue profile and cost structure within client services and an increase in organic sales for Veradigm and our acute solutions in 2019 comparedunproductive labor costs due to 2018, which carry higher margins. These increases wereproject delays. The decrease was partially offset due to higher amortization ofby new business in software developmentsubscription revenues and acquisition-related assets. Gross profit was flat for the six months ended June 30, 2019 due the previously mentioned items and the sale of the OneContent business on April 2, 2019, which had a higher gross margin compared with our other businesses.reduction in headcount costs.

Selling, General and Administrative Expenses

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Selling, general and administrative expenses

 

$

105,542

 

 

$

122,913

 

 

 

(14.1

%)

 

$

205,787

 

 

$

242,850

 

 

 

(15.3

%)

 

$

97,288

 

 

$

100,245

 

 

 

(2.9

%)

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Selling, general and administrative expenses decreased during the three and six months ended June 30, 2019,March 31, 2020, compared with the prior year comparable periods,period. The decrease is primarily due to the impact of headcount reduction actions takenDOJ-related legal expenses that were incurred during 2018 as part of the integration of the EIS, Practice Fusion and Health Grid acquisitions, the sale of OneContent, which resulted in one-time incentive compensation expenses and lower transaction-related and legal expenses.three months ended March 31, 2019.

Research and Development

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Research and development

 

$

63,414

 

 

$

74,491

 

 

 

(14.9

%)

 

$

127,724

 

 

$

139,281

 

 

 

(8.3

%)

 

$

62,155

 

 

$

64,310

 

 

 

(3.4

%)

34


Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Research and development expenses decreased during the three and six months ended June 30, 2019,March 31, 2020 compared with the prior year comparable periods. This decrease wasperiod, primarily due to the saleimpact of OneContent at the beginning of second quarter 2018 as there were $10 million of one-time incentive compensation expenses recordedstrategic efficiency initiatives that began in research and development as a result of the sale.2019.

Asset Impairment Charges

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Asset impairment charges

 

$

3,691

 

 

$

30,075

 

 

 

(87.7

%)

 

$

3,789

 

 

$

30,075

 

 

 

(87.4

%)

 

$

0

 

 

$

98

 

 

 

(100.0

%)

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Asset impairment charges for the three months and six months ended June 30,March 31, 2019 were primarily the result of retiring certain hosting assets due to data center migrations. During the three and six months ended June 30, 2018, we recognized non-cashmiscellaneous fixed asset impairment charges related to the write-off of purchased third-party software as a result of our decision to discontinue several software development projects.write-offs.

Amortization of Intangible and Acquisition-related Assets

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Amortization of intangible and acquisition-related

assets

 

$

6,732

 

 

$

6,382

 

 

 

5.5

%

 

$

13,529

 

 

$

13,021

 

 

 

3.9

%

Amortization of intangible and acquisition-related

Assets

 

$

6,718

 

 

$

6,797

 

 

 

(1.2

%)

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

The increasedecrease in amortization expense for the three and six months ended June 30, 2019,March 31, 2020, compared with the prior year comparable periods,period, was due to incrementalnormal amortization expense associated withand certain intangible assets acquired as part of business combinations completed during 2018.being fully amortized in 2019.

Interest Expense

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Interest expense

 

$

10,424

 

 

$

11,980

 

 

 

(13.0

%)

 

$

20,608

 

 

$

23,674

 

 

 

(13.0

%)

 

$

12,223

 

 

$

10,184

 

 

 

20.0

%

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

31


Interest expense increased during the three and six months ended June 30, 2019 decreasedMarch 31, 2020 compared to the prior year comparable periods,period due to higher borrowings and a full quarter accrual of interest on the impact of lower average outstanding borrowings partially offset by higher interest rates.0.875% convertible senior notes.

Other Income, (Loss), Net

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

2019

 

 

2018

 

 

% Change

 

2020

 

 

2019

 

 

% Change

 

Other loss, net

 

$

(144,994

)

 

$

(13

)

 

NM

 

$

(144,481

)

 

$

(48

)

 

NM

Other income, net

 

$

522

 

 

$

513

 

 

 

1.8

%

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Other loss,income, net for the three and six months ended June 30,March 31, 2020 and 2019 and 2018 consisted of a combination of interest income, and miscellaneous receipts and expenses. The large increase in 2019 was due to the expected $145 million settlement with the DOJ related to its civil and criminal investigations

Recovery of Practice Fusion. Refer to Note 13, “Contingencies” of the Notes to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further information regarding the investigations.

Gain on Sale of Businesses, NetLong-term investments

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Gain on sale of businesses, net

 

$

0

 

 

$

173,129

 

 

 

(100.0

%)

 

$

0

 

 

$

172,258

 

 

 

(100.0

%)

Recovery of long-term investments

 

$

0

 

 

$

1,045

 

 

 

(100.0

%)

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018

Gain on sale of businesses, net during the three and six months ended June 30, 2018 consists of a gain of $177.9 million and a loss of $5.6 million from the divestiture of our OneContent and Strategic Sourcing businesses, respectively.

(Impairment) Recovery of Long-term investments

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

(Impairment) recovery of long-term investments

 

$

0

 

 

$

(9,987

)

 

 

(100.0

%)

 

$

1,045

 

 

$

(15,487

)

 

 

(106.7

%)

35


Three and Six Months Ended June 30,March 31, 2019 Compared with the Three and Six Months Ended June 30, 2018

During the sixthree months ended June 30,March 31, 2019, we recovered $1.0 million from a third-party cost-method investment that we had previously impaired. The impairment charges for the three and six months ended June 30, 2018 were the result of non-cash charges related to two of our cost-method equity investments and a related note receivable. These charges equaled the cost bases of the investments and the related note receivable prior to the impairment.

Equity in Net Income (Loss) Income of Unconsolidated Investments

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

Equity in net income of

unconsolidated investments

 

$

218

 

 

$

767

 

 

 

(71.6

%)

 

$

154

 

 

$

706

 

 

 

(78.2

%)

Equity in net income (loss) of unconsolidated investments

 

$

200

 

 

$

(64

)

 

NM

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Equity in net lossincome (loss) of unconsolidated investments represents our share of the equity earnings (losses) of our investments in third parties accounted for under the equity method of accounting.accounting based on one quarter lag.

Income Taxes

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

(In thousands, except percentages)

 

2020

 

 

2019

 

 

% Change

 

Income tax benefit (provision)

 

$

527

 

 

$

(7,256

)

 

 

(107.3

%)

 

$

(1,405

)

 

$

(7,555

)

 

 

(81.4

%)

 

$

347

 

 

$

(1,932

)

 

 

(118.0

%)

Effective tax rate

 

 

0.4

%

 

 

7.9

%

 

 

 

 

 

 

(0.9

%)

 

 

11.3

%

 

 

 

 

 

 

1.7

%

 

 

(32.0

%)

 

 

 

 

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

The United States Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduced significant changes to the income tax law in the United States. Our provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate due primarily due to permanent differences, income attributable to foreign jurisdictions taxed at different rates, state taxes, tax credits and certain discrete items. Our effective tax rate for the three and six months ended June 30, 2019,March 31, 2020, compared with the prior year comparable periods,period, differs primarily due to higher tax shortfalls associated with stock-based compensation reflected in the provisionfact that the permanent items, credits and the impact of foreign earnings had less impact on the pre-tax loss of $20.7 million for the sixthree months ended June 30, 2019 and releaseMarch 31, 2020, compared to the impacts of valuation allowancethese items on a pre-tax loss of $18$6.0 million recorded infor the sixthree months ended June 30, 2018.March 31, 2019.

In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available evidence, including scheduled reversals of deferred tax liabilities, tax-planning strategies, and results of recent operations. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). During the three months ended June 30, 2019,March 31, 2020, we recorded immaterial impacts for valuation allowances.allowances of $1.6 million related to U.S. and foreign net operating loss carryforwards.

Discontinued OperationsNon-Controlling Interests

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

Loss from discontinued operations

 

$

0

 

 

$

(14,107

)

 

 

(100.0

%)

 

$

0

 

 

$

(19,123

)

 

 

(100.0

%)

Income tax effect on discontinued operations

 

$

0

 

 

$

3,813

 

 

 

(100.0

%)

 

$

0

 

 

$

5,475

 

 

 

(100.0

%)

 

 

Three Months Ended March 31,

 

(In thousands)

 

2020

 

 

2019

 

 

% Change

 

Net loss attributable to non-controlling interest

 

$

0

 

 

$

424

 

 

 

(100.0

%)

32


Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018

On December 31, 2018, we sold all of the Class A Common Units of Netsmart owned by the Company. Prior to the sale, Netsmart comprised a separate reportable segment due to its significance to our historical consolidated financial statements and results of operations, and is now reported as a discontinued operation as a result of the sale for all periods presented. The loss from discontinued operations primarily represents the net losses incurred by Netsmart for the three and six months ended June 30, 2018. Also included in discontinued operations are earnings associated with the Horizon Clinicals and Series2000 Revenue Cycle product offerings, which we stopped supporting effective as of March 31, 2018. Refer to Note 14, “Discontinued Operations” of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further information regarding discontinued operations.

Non-Controlling Interests

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

Net loss attributable to non-controlling interest

 

$

0

 

 

$

2,700

 

 

 

(100.0

%)

 

$

424

 

 

$

3,490

 

 

 

(87.9

%)

Accretion of redemption preference

   on redeemable convertible

   non-controlling interest -

   discontinued operations

 

$

0

 

 

$

(12,148

)

 

 

(100.0

%)

 

$

0

 

 

$

(24,297

)

 

 

(100.0

%)

36


Three and Six Months Ended June 30, 2019 Compared with the Three and Six Months Ended June 30, 2018

The net loss attributable to non-controlling interest represents the share of earnings of consolidated affiliates that is attributable to the affiliates’ common stock that is not owned by us for each of the periods presented. The accretion of redemption preference on redeemable convertible non-controlling interest represents the accretion of liquidation preference at 11% per annum to the valueWe purchased all of the preferred units of Netsmart, prior to the sale of our investmentoutstanding minority interests in Netsmart on December 31, 2018.

Segment Operations

DuringPulse8, Inc. during the first quarter of 2019, we changed our reportable segments from Clinical and Financial Solutions, Population Health and Unallocated to Provider, Veradigm and Unallocated. 2019.

Segment Operations

The segment disclosures below for the three and six months ended June 30, 2018,March 31, 2019 have been revised to conform to the current year presentation. Refer to Note 15 “Business Segments” of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further discussion on the impact of the change.

Overview of Segment Results

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

 

2020

 

 

2019

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provider

 

$

405,690

 

 

$

413,467

 

 

 

(1.9

%)

 

$

798,297

 

 

$

823,891

 

 

 

(3.1

%)

Veradigm

 

 

38,521

 

 

 

33,497

 

 

 

15.0

%

 

 

73,637

 

 

 

56,304

 

 

 

30.8

%

Core Clinical and Financial Solutions

 

$

321,539

 

 

$

341,896

 

 

 

(6.0

%)

Data, Analytics and Care Coordination

 

 

82,062

 

 

 

74,259

 

 

 

10.5

%

Unallocated Amounts

 

 

249

 

 

 

(5,500

)

 

 

104.5

%

 

 

4,575

 

 

 

(5,009

)

 

 

191.3

%

 

 

13,112

 

 

 

15,894

 

 

 

17.5

%

Total revenue

 

$

444,460

 

 

$

441,464

 

 

 

0.7

%

 

$

876,509

 

 

$

875,186

 

 

 

0.2

%

 

$

416,713

 

 

$

432,049

 

 

 

(3.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provider

 

$

174,315

 

 

$

184,101

 

 

 

(5.3

%)

 

$

340,133

 

 

$

369,830

 

 

 

(8.0

%)

Veradigm

 

 

27,114

 

 

 

23,313

 

 

 

16.3

%

 

 

49,548

 

 

 

38,443

 

 

 

28.9

%

Care Coordination and Financial Solutions

 

$

102,414

 

 

$

119,337

 

 

 

(14.2

%)

Data, Analytics and Care Coordination

 

 

51,889

 

 

 

50,120

 

 

 

3.5

%

Unallocated Amounts

 

 

(17,307

)

 

 

(33,647

)

 

 

48.6

%

 

 

(31,464

)

 

 

(49,841

)

 

 

36.9

%

 

 

2,658

 

 

 

4,638

 

 

 

42.7

%

Total gross profit

 

$

184,122

 

 

$

173,767

 

 

 

6.0

%

 

$

358,217

 

 

$

358,432

 

 

 

(0.1

%)

 

$

156,961

 

 

$

174,095

 

 

 

(9.8

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provider

 

$

104,125

 

 

$

99,801

 

 

 

4.3

%

 

$

204,399

 

 

$

206,941

 

 

 

(1.2

%)

Veradigm

 

 

12,231

 

 

 

8,281

 

 

 

47.7

%

 

 

20,550

 

 

 

13,313

 

 

 

54.4

%

Care Coordination and Financial Solutions

 

$

27,534

 

 

$

42,498

 

 

 

(35.2

%)

Data, Analytics and Care Coordination

 

 

19,361

 

 

 

17,696

 

 

 

9.4

%

Unallocated Amounts

 

 

(111,613

)

 

 

(168,176

)

 

 

33.6

%

 

 

(217,561

)

 

 

(287,049

)

 

 

24.2

%

 

 

(56,095

)

 

 

(57,549

)

 

 

2.5

%

Total income (loss) from operations

 

$

4,743

 

 

$

(60,094

)

 

 

107.9

%

 

$

7,388

 

 

$

(66,795

)

 

 

111.1

%

Total (loss) income from operations

 

$

(9,200

)

 

$

2,645

 

 

NM

 


37


ProviderCore Clinical and Financial Solutions

Our ProviderCore Clinical and Financial Solutions segment derives its revenue from the sale of integrated clinical software applications and financial management and patient engagement solutions, which primarily include EHR-related software, connectivity and coordinated care solutions, financial and practice management software, related installation, support and maintenance, outsourcing, private cloud hosting and revenue cycle management, training and electronic claims administration services.management.

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

(In thousands, except percentages)

 

2020

 

 

2019

 

 

% Change

 

Revenue

 

$

405,690

 

 

$

413,467

 

 

 

(1.9

%)

 

$

798,297

 

 

$

823,891

 

 

 

(3.1

%)

 

$

321,539

 

 

$

341,896

 

 

 

(6.0

%)

Gross profit

 

$

174,315

 

 

$

184,101

 

 

 

(5.3

%)

 

$

340,133

 

 

$

369,830

 

 

 

(8.0

%)

 

$

102,414

 

 

$

119,337

 

 

 

(14.2

%)

Gross margin %

 

 

43.0

%

 

 

44.5

%

 

 

 

 

 

 

42.6

%

 

 

44.9

%

 

 

 

 

 

 

31.9

%

 

 

34.9

%

 

 

 

 

Income from operations

 

$

104,125

 

 

$

99,801

 

 

 

4.3

%

 

$

204,399

 

 

$

206,941

 

 

 

(1.2

%)

 

$

27,534

 

 

$

42,498

 

 

 

(35.2

%)

Operating margin %

 

 

25.7

%

 

 

24.1

%

 

 

 

 

 

 

25.6

%

 

 

25.1

%

 

 

 

 

 

 

8.6

%

 

 

12.4

%

 

 

 

 

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

ProviderCore Clinical and Financial Solutions revenue decreased during the three and six months ended June 30, 2019,March 31, 2020, compared with the prior year comparable periods.period primarily due to lower upfront software revenues, attrition and project delays that impacted client services revenue. The decrease in revenue was primarily driven by known attrition within the EIS business and due the sale of the OneContent and Strategic Sourcing businesses on March 15, 2018 and on April 2, 2018, respectively. These businesses were acquired as part of the EIS business acquisition on October 2, 2017 and contributed $16 million of revenue during the first quarter of 2018, including $1 million of amortization of acquisition-related deferred revenue adjustments. These decreases were partlypartially offset by higher sales of perpetual software licenses for our acute solutionsan increase in 2019 compared to 2018 and additional revenue from the acquisition of Health Grid during 2018.managed services revenue.   

Gross profit and margin decreased during the three and six months ended June 30, 2019,March 31, 2020 compared with the prior year comparable periods,period, primarily due the previously mentioned attrition, revenue profile and unproductive labor costs due to product mix, primarily drivenproject delays. The decrease was partially offset by the sale of OneContent, which had higher overall profitability, compared with our other Provider businesses. The increasea reduction in the operatingheadcount costs.

Operating margin decreased for the three and six months ended June 30, 2019,March 31, 2020, compared with the prior year comparable periods,period due to a decline in gross profit. The decrease was the result ofpartially offset by lower selling, general and administrative, and research and development expenses driven by headcount reduction actions taken during 2018 as part of the integration of the EIS2019.

33


Data, Analytics and Health Grid acquisitions.

VeradigmCare Coordination

Our VeradigmData, Analytics and Care Coordination segment derives its revenue from the provisionsale of data-driven clinical insights with actionable tools for clinical workflow, research, analyticspatient engagement, care coordination, and media. Itspayer and life sciences solutions, which are mainly targeted at hospitals, health systems, other care facilities, payers, life sciences companies and other key healthcare stakeholders, help improvestakeholders. These solutions enable clients to transition, analyze and coordinate care while improving the quality, efficiency and value of healthcare delivery – from biopharma to health plans, healthcare providers and patients, and health technology partners, among others.across the entire care community.

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

(In thousands, except percentages)

 

2020

 

 

2019

 

 

% Change

 

Revenue

 

$

38,521

 

 

$

33,497

 

 

 

15.0

%

 

$

73,637

 

 

$

56,304

 

 

 

30.8

%

 

$

82,062

 

 

$

74,259

 

 

 

10.5

%

Gross profit

 

$

27,114

 

 

$

23,313

 

 

 

16.3

%

 

$

49,548

 

 

$

38,443

 

 

 

28.9

%

 

$

51,889

 

 

$

50,120

 

 

 

3.5

%

Gross margin %

 

 

70.4

%

 

 

69.6

%

 

 

 

 

 

 

67.3

%

 

 

68.3

%

 

 

 

 

 

 

63.2

%

 

 

67.5

%

 

 

 

 

Income from operations

 

$

12,231

 

 

$

8,281

 

 

 

47.7

%

 

$

20,550

 

 

$

13,313

 

 

 

54.4

%

 

$

19,361

 

 

$

17,696

 

 

 

9.4

%

Operating margin %

 

 

31.8

%

 

 

24.7

%

 

 

 

 

 

 

27.9

%

 

 

23.6

%

 

 

 

 

 

 

23.6

%

 

 

23.8

%

 

 

 

 

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

VeradigmData, Analytics and Care Coordination revenue gross profit and income from operations increased during the three and six months ended June 30, 2019 compared with the prior year comparable periods, primarily driven by an increase in organic sales. The acquisition of Practice Fusion during the first quarter of 2018 contributed to the increase for the six months ended June 30, 2019.

Gross margin and operating margin increased during the three months ended June 30, 2019,March 31, 2020 compared with the prior year comparable period due to an increaseincreases in organicperpetual software license sales and cost reductions partially offsetsubscription revenue.

Gross margin decreased during the three months ended March 31, 2020 compared with the prior year comparable period, primarily due to headcount growth. Grossgrowth and higher costs incurred to support the growth of this segment.

Operating margin slightly decreased during the sixthree months ended June 30, 2019March 31, 2020 compared with the prior year comparable period due to increased costs associated witha decline in gross margin. The decrease was partially offset by lower selling, general and administrative expenses driven by the increase in organic sales. Operating margin increasedDOJ-related legal expenses incurred during the sixthree months ended June 30, 2019 primarily due to an increase in organic sales and cost reductions partially offset with headcount growth. The acquisition of Practice Fusion during the first quarter of 2018 contributed to the increase for the six months ended June 30,March 31, 2019.

38


Unallocated Amounts

In determining revenue, gross profit and income from operations for our segments, we do not include in revenue the amortization of acquisition-related deferred revenue adjustments, which reflect the fair value adjustments to deferred revenues acquired in a business acquisition. We also exclude the amortization of intangible assets, stock-based compensation expense, expenses not reflective of our core business and transaction-related costs and non-cash asset impairment charges from theThe EPSiTM operating segment data provided to our CODM. Expenses not reflective of our core business relate to certain severance, product consolidation, legal, consulting and other charges. Accordingly, these amounts are not included in our reportable segment results and areis included in the “Unallocated Amounts” category.category as it does not meet the requirements to be a reportable segment nor the criteria to be aggregated into the two reportable segments. The “Unallocated Amounts” category also includes (i) corporate general and administrative expenses (including marketing expenses) and certain research and development expenses related to common solutions and resources that benefit all of our business units, all of which are centrally managed, and (ii) revenue and the associated cost from the resale of certain ancillary products, primarily hardware.

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

% Change

 

 

2019

 

 

2018

 

 

% Change

 

(In thousands, except percentages)

 

2020

 

 

2019

 

 

% Change

 

Revenue

 

$

249

 

 

$

(5,500

)

 

 

(104.5

%)

 

$

4,575

 

 

$

(5,009

)

 

 

(191.3

%)

 

$

13,112

 

 

$

15,894

 

 

 

(17.5

%)

Gross profit

 

$

(17,307

)

 

$

(33,647

)

 

 

(48.6

%)

 

$

(31,464

)

 

$

(49,841

)

 

 

(36.9

%)

 

$

2,658

 

 

$

4,638

 

 

 

(42.7

%)

Gross margin %

 

NM

 

 

NM

 

 

 

 

 

 

NM

 

 

NM

 

 

 

 

 

 

 

20.3

%

 

 

29.2

%

 

 

 

 

Loss from operations

 

$

(111,613

)

 

$

(168,176

)

 

 

(33.6

%)

 

$

(217,561

)

 

$

(287,049

)

 

 

(24.2

%)

 

$

(56,095

)

 

$

(57,549

)

 

 

2.5

%

Operating margin %

 

NM

 

 

NM

 

 

 

 

 

 

NM

 

 

NM

 

 

 

 

 

 

NM

 

 

NM

 

 

 

 

 

Three and Six Months Ended June 30, 2019March 31, 2020 Compared with the Three and Six Months Ended June 30, 2018March 31, 2019

Revenue from the resale of ancillary products, primarily consisting of hardware, is customer and project driven and, as a result, can fluctuate from period to period. Revenue fordecreased during the three months ended June 30, 2019 increasedMarch 31, 2020 compared with the prior year comparable period, primarily due to an increasea decrease in hardware revenue in other products as well as only $0.5 million in amortization of acquisition-related deferred revenue adjustments that was recordedrevenue.

Gross profit and margin decreased during the three months ended June 30, 2019 compared to $9.4 million during the three months ended June 30, 2018. The acquisition-related adjustments in 2018 primarily resulted from the acquisitions of the EIS, Practice Fusion and Nant Health. Revenue for the six months ended June 30, 2019 increasedMarch 31, 2020 compared with the prior year comparable period, primarily due to an increase in hardware revenue in other products as well as only $1.1 million in amortization of acquisition-related deferred revenue adjustments that was recorded during the six months ended June 30, 2019 compared to $13.8 million during the six months ended June 30, 2018.headcount growth.

Gross unallocated expenses, which represent the unallocated lossLoss from operations excluding the impact of revenue, totaled $112 million fordecreased during the three months ended June 30, 2019March 31, 2020 compared with $163 million for the prior year comparable period. The decrease for the three months ended June 30, 2019 compared with the comparable prior year period, was primarily driven by (i) lower asset impairment charges of $26 million, (ii) lower transaction-related, severance and legal expenses of $34 million, and (iii) offset with an increase in stock-based compensation of $2 million. Gross unallocated expenses totaled $222 million for the six months ended June 30, 2019 compared with $282 million for the six months ended June 30, 2018. The decrease was primarily due to (i) lower asset impairment charges of $26 million, (ii) lower transaction-related, severancea decrease in marketing expenses related to our annual Healthcare Information and legal expenses of $46 million, and (iii) offset with an increase in stock-based compensation of $4 million.Management Systems Society (“HIMSS”) conference.

Contract Backlog

Contract backlog represents the value of bookings and support and maintenance contracts that have not yet been recognized as revenue. A summary of contract backlog by revenue category is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

% Change vs. June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% Change vs. March 31, 2020

 

(In millions)

 

As of

June 30,

2019

 

 

As of

December 31, 2018

 

 

As of

June 30,

2018

 

 

December 31, 2018

 

 

June 30, 2018

 

 

As of

March 31,

2020

 

 

As of

December 31, 2019

 

 

As of

March 31,

2019

 

 

December 31,

2019

 

 

March 31,

2019

 

Software delivery, support and maintenance

 

$

2,527

 

 

$

2,507

 

 

$

2,631

 

 

 

0.8

%

 

 

(4.0

%)

 

$

2,561

 

 

$

2,519

 

 

$

2,717

 

 

 

1.7

%

 

 

(5.7

%)

Client services

 

 

1,358

 

 

 

1,350

 

 

 

1,689

 

 

 

0.6

%

 

 

(19.6

%)

 

 

1,946

 

 

 

1,848

 

 

 

1,324

 

 

 

5.3

%

 

 

47.0

%

Total contract backlog

 

$

3,885

 

 

$

3,857

 

 

$

4,320

 

 

 

0.7

%

 

 

(10.1

%)

 

$

4,507

 

 

$

4,367

 

 

$

4,041

 

 

 

3.2

%

 

 

11.5

%

34


Total contract backlog as of June 30, 2019 slightlyMarch 31, 2020 increased compared with December 31, 20182019 and decreased compared with June 30, 2018.March 31, 2019. Total contract backlog can fluctuate between periods based on the level of revenue and bookings, as well as the timing and mix of renewal activity and periodic revalidations.

39


Liquidity and Capital Resources

The primary factors that influence our liquidity include, but are not limited to, the amount and timing of our revenues, cash collections from our clients, capital expenditures and investments in research and development efforts, including investments in or acquisitions of third-parties. Asthird parties. Our liquidity was influenced by the COVID-19 pandemic during the three months ended March 31, 2020. We increased cash on hand through additional credit facility borrowings to provide financial flexibility and enhance our ability to address potential future uncertainties regarding the impact of June 30, 2019, ourthe COVID-19 pandemic. Our principal sources of liquidity consisted of cash and cash equivalents of $148$212 million and available borrowing capacity of $719$684 million under our revolving credit facility.facility as of March 31, 2020. The change in our cash and cash equivalents balance is reflective of the following:

Operating Cash Flow Activities

 

 

Six Months Ended June 30,

 

(In thousands)

 

2019

 

 

2018

 

 

$ Change

 

Net (loss) income

 

$

(157,907

)

 

$

45,757

 

 

$

(203,664

)

Less: Loss from discontinued operations

 

 

0

 

 

 

(13,648

)

 

 

13,648

 

    (Loss) income from continuing operations

 

 

(157,907

)

 

 

59,405

 

 

 

(217,312

)

Non-cash adjustments to net income (loss)

 

 

136,476

 

 

 

(6,285

)

 

 

142,761

 

Cash impact of changes in operating assets and liabilities

 

 

49,521

 

 

 

8,426

 

 

 

41,095

 

    Net cash provided by operating activities -

        continuing operations

 

 

28,090

 

 

 

61,546

 

 

 

(33,456

)

    Net cash (used in) provided by operating activities -

        discontinued operations

 

 

(30,000

)

 

 

4,994

 

 

 

(34,994

)

    Net cash provided by operating activities

 

$

(1,910

)

 

$

66,540

 

 

$

(68,450

)

 

 

Three Months Ended March 31,

 

(In thousands)

 

2020

 

 

2019

 

 

$ Change

 

Net loss

 

$

(20,354

)

 

$

(7,977

)

 

$

(12,377

)

Non-cash adjustments to net loss

 

 

65,804

 

 

 

66,399

 

 

 

(595

)

Cash impact of changes in operating assets and liabilities

 

 

(49,158

)

 

 

(22,606

)

 

 

(26,552

)

    Net cash (used in) provided by operating activities -

        continuing operations

 

 

(3,708

)

 

 

35,816

 

 

 

(39,524

)

    Net cash (used in) provided by operating activities -

        discontinued operations

 

 

0

 

 

 

(30,000

)

 

 

30,000

 

    Net cash (used in) provided by operating activities

 

$

(3,708

)

 

$

5,816

 

 

$

(9,524

)

SixThree Months Ended June 30, 2019March 31, 2020 Compared with the SixThree Months Ended June 30, 2018March 31, 2019

NetDuring the three months ended March 31, 2020 we had net use of cash from operating activities – continuing operations compared to net cash provided by operating activities decreased – continuing operations during the sixthree months ended June 30, 2019March 31, 2019. Non-cash adjustments to net loss increased during the three months ended March 31, 2020 compared withto the prior year comparable period, primarily due to working capital changes and higher incentive compensation payments. Non-cash adjustments to net (loss) income increased during the six months ended June 30, 2019 compared with prior year comparable period. Thisan increase was primarily due to the gain on sale of OneContent occurring in 2018 combined with higher depreciation and amortization expenses which were primarily due to amortization of right-of-use assets. These increases were partially offset by aand no recovery of a previously impaired investment and lower impairment chargesin the current period. The increase was partially offset by a decrease in stock-based compensation expenses during the sixthree months ended June 30, 2019 as compared to the prior year comparable period. Net (loss) income and CashMarch 31, 2020. The impact of changes in operating assets and liabilities reflectsis primarily due to working capital changes, the $145timing of incentive compensation payments and the $57.3 million settlement withpayment related to the DOJ’s investigations.DOJ Settlement Agreements.

Net cash used in operating activities – discontinued operations during the sixthree months ended June 30,March 31, 2019 reflects an advance income tax payment related to the gain realized upon the sale of our investment in Netsmart on December 31, 2018.

Investing Cash Flow Activities

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

$ Change

 

 

2020

 

 

2019

 

 

$ Change

 

Capital expenditures

 

$

(9,429

)

 

$

(14,022

)

 

$

4,593

 

 

$

(2,845

)

 

$

(4,847

)

 

$

2,002

 

Capitalized software

 

 

(55,222

)

 

 

(57,339

)

 

 

2,117

 

 

 

(28,556

)

 

 

(28,600

)

 

 

44

 

Cash paid for business acquisitions, net of cash acquired

 

 

(11,718

)

 

 

(177,233

)

 

 

165,515

 

Cash received from sale of businesses, net

 

 

0

 

 

 

246,801

 

 

 

(246,801

)

Purchases of equity securities, other investments and related

intangible assets, net

 

 

(1,159

)

 

 

(2,723

)

 

 

1,564

 

(Purchases) sales of equity securities, other investments and

related intangible assets, net

 

 

(3,028

)

 

 

32

 

 

 

(3,060

)

Other proceeds from investing activities

 

 

9

 

 

 

46

 

 

 

(37

)

 

 

0

 

 

 

5

 

 

 

(5

)

Net cash used in investing activities -

continuing operations

 

 

(77,519

)

 

 

(4,470

)

 

 

(73,049

)

Net cash used in investing activities -

discontinued operations

 

 

0

 

 

 

(16,048

)

 

 

16,048

 

Net cash used in investing activities

 

$

(77,519

)

 

$

(20,518

)

 

$

(57,001

)

 

$

(34,429

)

 

$

(33,410

)

 

$

(1,019

)

SixThree Months Ended June 30, 2019March 31, 2020 Compared with the SixThree Months Ended June 30, 2018March 31, 2019

Net cash used in investing activities slightly increased during the sixthree months ended June 30, 2019,March 31, 2020, compared with the prior year comparable period. The increase in the use of cash during 20192020 was primarily due to the absenceour purchase of sales of businesses. The sale of OneContent produced significant investing cash inflows during the six months ended June 30, 2018, which wasadditional investments, partially offset with cash paid for the acquisitions of Practice Fusion and Health Grid.by lower capital spending.

4035


Financing Cash Flow Activities

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

(In thousands)

 

2019

 

 

2018

 

 

$ Change

 

 

2020

 

 

2019

 

 

$ Change

 

Proceeds from sale or issuance of common stock

 

$

0

 

 

$

212

 

 

$

(212

)

Taxes paid related to net share settlement of equity awards

 

 

(6,695

)

 

 

(8,610

)

 

 

1,915

 

 

$

(3,174

)

 

$

(5,327

)

 

$

2,153

 

Payments on debt instruments and lease obligations

 

 

(10,068

)

 

 

(215,255

)

 

 

205,187

 

Payments for issuance costs on 0.875% Convertible Senior Notes

 

 

(758

)

 

 

0

 

 

 

(758

)

Credit facility payments

 

 

(80,000

)

 

 

(5,000

)

 

 

(75,000

)

Credit facility borrowings, net of issuance costs

 

 

180,000

 

 

 

275,843

 

 

 

(95,843

)

 

 

210,000

 

 

 

120,000

 

 

 

90,000

 

Repurchase of common stock

 

 

(65,070

)

 

 

(101,905

)

 

 

36,835

 

 

 

(9,714

)

 

 

(65,070

)

 

 

55,356

 

Payment of acquisition and other financing obligations

 

 

(1,473

)

 

 

(3,226

)

 

 

1,753

 

 

 

(2,911

)

 

 

(55

)

 

 

(2,856

)

Purchases of subsidiary shares owned by non-controlling interest

 

 

(54,064

)

 

 

(6,945

)

 

 

(47,119

)

 

 

0

 

 

 

(54,064

)

 

 

54,064

 

Net cash provided by (used in) financing activities -

continuing operations

 

 

42,630

 

 

 

(59,886

)

 

 

102,516

 

Net cash used in financing activities -

discontinued operations

 

 

0

 

 

 

(7,567

)

 

 

7,567

 

Net cash provided by (used in) financing activities

 

$

42,630

 

 

$

(67,453

)

 

$

110,083

 

Net cash provided (used in) by financing activities

 

$

113,443

 

 

$

(9,516

)

 

$

122,959

 

SixThree Months Ended June 30, 2019March 31, 2020 Compared with the SixThree Months Ended June 30, 2018March 31, 2019

NetDuring the three months ended March 31, 2020 we had net cash provided by financing activities increasedcompared with net use of cash in financing activities during the sixthree months ended June 30, 2019, compared withMarch 31, 2019. During the prior year comparable period. Thethree months ended March 31, 2020, we had higher net credit facility borrowings in order to increase incash on hand and provide financial flexibility to enhance our ability to address potential future uncertainties regarding the sourceimpact of cash was primarily driven bythe COVID-19 pandemic. During the three months ended March 31, 2020, we also repurchased a decrease inlower amount of our common stock, increased payments on debt instruments, and less common stock repurchased, which was partially offset by the usehad an absence of cash to purchase all of the outstanding minority interest in Pulse8, Inc. and lower net credit facility borrowingpurchases compared with the sixthree months ended June 30, 2018. The higher net credit facility borrowings during the six months ended June 30, 2018 was the result of additional borrowings used to fund the acquisitions of Practice Fusion and Health Grid.March 31, 2019.

Future Capital Requirements

The following table summarizes our required minimum future payments under the 0.875% Convertible Senior Notes, the 1.25% Notes and the Senior Secured Credit Facility as of June 30, 2019.March 31, 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Total

 

 

Remainder of 2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

Thereafter

 

 

Total

 

 

Remainder of 2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Thereafter

 

Principal payments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.25% Cash Convertible Senior

Notes (1)

 

$

345,000

 

 

$

0

 

 

$

345,000

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

0.875% Convertible Senior Notes (1)

 

$

218,000

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

218,000

 

1.25% Cash Convertible Senior

Notes (2)

 

 

345,000

 

 

 

345,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Senior Secured Credit Facility (2)(3)

 

 

520,000

 

 

 

10,000

 

 

 

27,500

 

 

 

30,000

 

 

 

37,500

 

 

 

415,000

 

 

 

0

 

 

 

540,000

 

 

 

22,500

 

 

 

30,000

 

 

 

37,500

 

 

 

450,000

 

 

 

0

 

 

 

0

 

Total principal payments

 

 

865,000

 

 

 

10,000

 

 

 

372,500

 

 

 

30,000

 

 

 

37,500

 

 

 

415,000

 

 

 

0

 

 

 

1,103,000

 

 

 

367,500

 

 

 

30,000

 

 

 

37,500

 

 

 

450,000

 

 

 

0

 

 

 

218,000

 

Interest payments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.25% Cash Convertible Senior

Notes (1)

 

 

6,469

 

 

 

2,156

 

 

 

4,313

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Senior Secured Credit Facility (2) (3)

 

 

76,193

 

 

 

10,940

 

 

 

21,456

 

 

 

20,282

 

 

 

19,007

 

 

 

4,508

 

 

 

0

 

0.875% Convertible Senior Notes

 

 

13,471

 

 

 

1,070

 

 

 

1,908

 

 

 

1,908

 

 

 

1,908

 

 

 

1,908

 

 

 

4,769

 

1.25% Cash Convertible Senior

Notes (2)

 

 

2,156

 

 

 

2,156

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Senior Secured Credit Facility (3) (4)

 

 

46,015

 

 

 

12,223

 

 

 

15,578

 

 

 

14,705

 

 

 

3,509

 

 

 

0

 

 

 

0

 

Total interest payments

 

 

82,662

 

 

 

13,096

 

 

 

25,769

 

 

 

20,282

 

 

 

19,007

 

 

 

4,508

 

 

 

0

 

 

 

61,642

 

 

 

15,449

 

 

 

17,486

 

 

 

16,613

 

 

 

5,417

 

 

 

1,908

 

 

 

4,769

 

Total future debt payments

 

$

947,662

 

 

$

23,096

 

 

$

398,269

 

 

$

50,282

 

 

$

56,507

 

 

$

419,508

 

 

$

0

 

 

$

1,164,642

 

 

$

382,949

 

 

$

47,486

 

 

$

54,113

 

 

$

455,417

 

 

$

1,908

 

 

$

222,769

 

(1)

Amount represents the face value of the 0.875% Convertible Senior Notes, which includes both the liability and equity portions.

(1)(2)      Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020.

(2) Assumes no additional borrowings after June 30, 2019, payment of any required periodic installments of principal and that all drawn amounts are repaid upon maturity.

(3) Assumes LIBOR plus the applicable margin remain constant at the rate in effect on June 30, 2019, which was 3.90%

(3)

Assumes no additional borrowings after March 31, 2020, payment of any required periodic installments of principal and that all drawn amounts are repaid upon maturity.

(4)

Assumes LIBOR plus the applicable margin remain constant at the rate in effect on March 31, 2020, which was 2.74%.

Other Matters Affecting Future Capital Requirements

We plan to fund the expected $145 million settlement with the DOJ related to its investigations through future cash flows and draws on our Revolving Facility. On August 7, 2019, we entered into a First Amendment to the Second Amended Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders. Refer to Note 17, “Subsequent Events” of the Notes to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further information regarding this amendment.

Our total investment in researchResearch and development efforts during 2019investment is expected to increase, compared with 2018,decline for the remainder of 2020 as we continue to build and expand the capabilities and functionality of our traditional ambulatory, acute and post-acute platforms as well as those of Veradigm and our consumer health offerings. Our totalcompany is implementing cost reduction initiatives. Total spending consists of research and development costs directly recorded to expense, which are offset by the capitalization of eligible development costs.

41


During 2019, we completed renegotiations with Atos to improve the operating cost structure of our private cloud hosting operations and extended our contract through 2025. The new agreement also provides for the payment of initial annual base fees of $35 million per year (increase from $30 million) plus charges for volume-based services currently projected using volumes estimated based on historical actuals and forecasted projections. During the three and six months ended June 30, 2019, we incurred $21 million and $44 million, respectively, of expenses under our agreement with Atos. These costs are included in cost of revenue in our consolidated statements of operations.

To supplement our statement of operations, the table below presents a non-GAAP measure of research and development-related expenses, that we believe is a useful metric for evaluating how we are investing in research and development.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Research and development costs directly recorded to expense

 

$

63,414

 

 

$

74,491

 

 

$

127,724

 

 

$

139,281

 

Capitalized software development costs per consolidated

   statement of cash flows

 

 

26,622

 

 

 

31,171

 

 

 

55,222

 

 

 

57,339

 

Total non-GAAP R&D-related spending

 

$

90,036

 

 

$

105,662

 

 

$

182,946

 

 

$

196,620

 

Total revenue

 

$

444,460

 

 

$

441,464

 

 

$

876,509

 

 

$

875,186

 

Total non-GAAP R&D-related spending as a % of total

   revenue

 

 

20.3

%

 

 

23.9

%

 

 

20.9

%

 

 

22.5

%

We believe that our cash and cash equivalents of $148$212 million as of June 30, 2019,March 31, 2020, our future cash flows, and our borrowing capacity under our Revolving Facility and access to capital markets, taken together, provide adequate resources to meet future operating needs as well as scheduled payments of short and long-term debt. We cannot provide assurance that our actual cash requirements will not be greater than we expect as of the date of this Form 10-Q. We will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services and technologies and the repurchase of our common stock under our 2018 stock repurchase program, each of which might impact our liquidity requirements or cause us to borrow under our Revolving Facility or issue additional equity or debt securities.

36


Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

We have various contractual obligations, which are recorded as liabilities in our consolidated financial statements. During the three months ended June 30, 2019,March 31, 2020, there were no material changes, outside of the ordinary course of business, to our contractual obligations and purchase commitments previously disclosed in our Form 10-K.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Form 10-K have not changed materially during the sixthree months ended June 30, 2019.March 31, 2020.

 

Item 4.

Controls and Procedures 

Evaluation of Disclosure Controls and Procedures

Under the direction of our chief executive officer and chief financial officer, we evaluated our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and concluded that our disclosure controls and procedures were effective as of June 30, 2019.March 31, 2020.

Changes in Internal Control over Financial Reporting

We have implemented, and continue to refine, internal controls related to the new leasingcredit loss accounting standard which we adopted on January 1, 2019.2020. There have been no other changes in our internal control over financial reporting during the quarter ended June 30, 2019,March 31, 2020, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


4237


PART II. OTHER INFORMATION

 

 

Item 1.

We hereby incorporate by reference Note 13,14, “Contingencies,” of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Item 1A.

Risk Factors

Except as follows, there have been no material changes during the sixthree months ended June 30, 2019March 31, 2020 from the risk factors as previously disclosed in our Form 10-K.

If we fail to finalize our agreement in principle withThe novel coronavirus (COVID-19) pandemic could materially adversely impact the DOJ or fail to comply with the terms of any such final settlement documents, including a deferred prosecution agreement and a civil settlement agreement, that we expect to negotiate and sign in connection with the resolution of the DOJ’s investigations into certain of Practice Fusion’s business practices, our business, results of operations, and financial condition, liquidity and cash flowsof us and our clients.

The COVID-19 pandemic and efforts to control its spread could have a significant impact on our operations and the operations of our healthcare clients. The magnitude and duration of the disruption and resulting decline in business activity will largely depend on future developments which are highly uncertain and cannot be predicted. Because our hospital and other health care provider clients have understandably prioritized their resources towards the COVID-19 outbreak, we expect that our business will be materiallyadversely affected, including by negatively impacting the demand for our solutions (including the timeframes for the implementation of our solutions) and adversely affected.  In addition, even if we finalize and comply with those agreements, the costs and burdens of compliance could be significant, and we may face additional investigations and proceedings from other governmental entities or third parties related to the same or similar conduct underlying the agreements with the DOJ.

On August 8, 2019, we announced that we reached an agreement in principle with the DOJ to resolve the DOJ’s civil and criminal investigations into Practice Fusion. We also announced that we accrued an estimated loss of $145 million related to this matter. See Note 13, “Contingencies”timing of the Notespayment for our solutions, while restricting our sales, marketing, and other important business activities. We are unable to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information. We expect that a final settlement withpredict the DOJ, if it were to be completed, would include other material non-financial terms and conditions, including a deferred prosecution agreement and a civil settlement agreement. A variety of material issues remain subject to further negotiation and approval by us and the government before the agreement in principle can be finalized, and the terms described above may change following further negotiation. We cannot provide assurances that our efforts to reach a final settlement with the DOJ will be successful or, if they are, the timing or final termsmagnitude of any such settlement.affect.

If completedAs a result of the COVID-19 pandemic, certain industry events that we sponsor or at which we present and executed,certain client events have been canceled, postponed or moved to virtual-only experiences, and we have instituted a work-from-home policy for most of our employees. Concerns over the final settlement documents witheconomic impact of the DOJ could contain material non-financial terms and conditions. In addition, compliance with the terms of any such final settlement documents could impose significant costs and burdens on us. If we fail to comply with any such final settlement documents, the DOJ may impose substantial monetary penalties, exclude Practice Fusion from Medicare, MedicaidCOVID-19 pandemic have also caused extreme volatility in financial and other federal healthcare programs, and/capital markets which has and may continue to adversely impact our stock price and our ability to access capital markets. If COVID-19, or criminally prosecute Practice Fusion, whichanother highly infectious or contagious disease, spreads or the response to contain COVID-19 is unsuccessful, we could have a materialexperience adverse effecteffects on our business, financial condition, and results of operations.

If a final agreement cannot be reached,To the extent the COVID-19 pandemic adversely affects our business and financial results, it is likely thatmay also have the DOJ will bring one or more enforcement actions against Practice Fusion. If the federal government were to file enforcement actions against Practice Fusion as a resulteffect of heightening many of the investigations and could establishother risks described in the elements of a violation of relevant laws, we could be subjectother “Risk Factors” that are incorporated by reference herein, such as those relating to damages, which could be substantial, fines and penalties, or other criminal, civil or administrative sanctions, and we would expect to incur significant costs in connection with such enforcement action, regardless of the outcome. If any or all of these events occur, our business, financial condition and results of operations could be materially and adversely affected.

Other government investigations or legal or regulatory proceedings, including investigations or proceedings brought by private litigants or shareholders, federal agencies, private insurers and states’ attorneys general, may follow as a consequence of our agreement in principle with the DOJ or any final settlement documents, any of which could result in substantial expenses, divert management’s attention from other business concerns and have a material adverse effect on our business, results of operations and financial condition. We may also be subject to negative publicity related to these matters that could harm our reputation, reduce demand for our solutionsproducts and services, result in employee attritionsales cycles and negatively impact our stock price.implementation schedules, the retention of key employees, financial performance and debt obligations.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On May 29, 2019, the Company issued 61,448 sharesAugust 2, 2018, we announced that our Board of Directors approved a stock repurchase program under which we may repurchase up to $250 million of our common stock to a commercial partner pursuant tothrough December 31, 2020. Any repurchase activity will depend on many factors such as our working capital needs, cash requirements for investments, debt repayment obligations, economic and market conditions at the termstime, including the price of a commercial agreement. As of June 30, 2019, the Company has issued an aggregate of 159,666 shares ofour common stock, to this commercial partner pursuant toand other factors that we consider relevant. Our stock purchase program may be accelerated, suspended, delayed or discontinued at any time.

The following table summarizes the agreement (includingstock repurchase activity during the May 2019 issuance). The numberthree months ended March 31, 2020 and the approximate dollar value of shares tothat may yet be issuedpurchased under the agreement is calculated annually as a rebate based on a percentage of recognized revenue during the term of the agreement, which has a ten-year term ending in 2026. The shares of commonour stock have been offered and sold pursuant to Section 4(a)(2) of the Securities Act of 1933.repurchase program:

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Approximate

 

 

 

 

 

 

 

 

 

 

 

Of Shares

 

 

Dollar Value

 

 

 

 

 

 

 

 

 

 

 

Purchased

 

 

Of Shares

 

 

 

 

��

 

 

 

 

 

 

As Part Of

 

 

That May Yet

 

 

 

Total

 

 

Average

 

 

Publicly

 

 

Be Purchased

 

 

 

Number

 

 

Price

 

 

Announced

 

 

Under The

 

 

 

Of Shares

 

 

Paid Per

 

 

Plans Or

 

 

Plans Or

 

Period (Based on Trade Date)

 

Purchased

 

 

Share

 

 

Programs

 

 

Programs

 

01/01/20—01/31/20

 

 

0

 

 

$

0.00

 

 

 

0

 

 

$

101,800

 

02/01/20—02/29/20

 

 

0

 

 

$

0.00

 

 

 

0

 

 

$

101,800

 

03/01/20—03/31/20

 

 

1,449

 

 

$

6.85

 

 

 

1,449

 

 

$

92,116

 

 

 

 

1,449

 

 

$

6.85

 

 

 

1,449

 

 

 

 

 

  

4338


Item 5.

Other Information

On August 6, 2019, we entered into a First Amendment to the Second Amended Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders. This amendment amends the definition of “EBITDA” to give us financial flexibility to settle the DOJ’s criminal and civil investigations of Practice Fusion while continuing to remain in compliance with the covenants of our Second Amended Credit Agreement. None of the original terms of our Second Amended Credit Agreement relating to scheduled future principal payments, applicable interest rates and margins, or borrowing capacity under our Revolving Facility were amended.

Item 6.Exhibits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Number

 

 

Exhibit Description

 

Filed   Herewith

 

Furnished Herewith

10.1

 

 

Allscripts Healthcare Solutions, Inc. 2019 Stock Incentive Plan (incorporated by reference from Annex A to Allscripts Definitive Proxy Statement filed with the SEC on April 12, 2019)

10.2

First Amendment, dated as of August 7, 2019, to the Second Amended and Restated CreditLetter Agreement, dated asApril 8, 2020, between the U.S. Department of February 15, 2018, among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC,Justice and Practice Fusion, amending Exhibit A of the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A. as Administrative AgentCivil Settlement Agreement dated January 26, 2020

 

X

 

 

 

 

 

 

 

 

 

 

31.1

 

 

Rule 13a - 14(a) Certification of Chief Executive Officer

 

X

 

 

 

 

 

 

 

 

 

 

31.2

 

 

Rule 13a - 14(a) Certification of Chief Financial Officer

 

X

 

 

 

 

 

 

 

 

 

 

32.1

 

 

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

X

 

 

 

 

 

 

 

 

101.INS

 

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline document

 

X

 

 

 

 

 

 

 

 

 

 

101.SCH

 

 

Inline XBRL Taxonomy Extension Schema

 

X

 

 

 

 

 

 

 

 

 

 

101.CAL

 

 

Inline XBRL Taxonomy Extension Calculation Linkbase

 

X

 

 

 

 

 

 

 

 

 

 

101.LAB

 

 

Inline XBRL Taxonomy Extension Label Linkbase

 

X

 

 

 

 

 

 

 

 

 

 

101.PRE

 

 

Inline XBRL Taxonomy Extension Presentation Linkbase

 

X

 

 

 

 

 

 

 

 

 

 

101.DEF

 

 

Inline XBRL Taxonomy Definition Linkbase

 

X

 

 

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL and included in Exhibit 101.

X

 

 

4439


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 thereunto duly authorized.

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

 

 

By:

 

/s/ Dennis M. OlisRichard J. Poulton

 

 

Dennis M. OlisRichard J. Poulton

 

 

President and Chief Financial Officer

 

 

(Principal Financial and Accounting Officer and Duly Authorized Officer)

Date: August 9, 2019May 8, 2020

4540