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 December 31, 20192020

or

 

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

 

Commission file number: 001-12537

NEXTGEN HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

 

California

(State or other jurisdiction of incorporation or organization)

95-2888568

(IRS Employer Identification No.)

 

 

18111 Von Karman Avenue, Suite 800, Irvine, California

(Address of principal executive offices)

92612

(Zip Code)

 

(949) 255-2600

(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, $0.01 Par Value

NXGN

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, 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

Small 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

The number of outstanding shares of the Registrant’s common stock as of January 21, 202025, 2021 was 65,701,26167,002,554 shares.

 

 

 


 

NEXTGEN HEALTHCARE, INC.

TABLE OF CONTENTS

FORM 10-Q

FOR THE THREE MONTHS ENDED DECEMBER 31, 20192020

 

 

 

Item

 

Page

 

 

PART I.  FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements.

 

3

 

 

Unaudited Condensed Consolidated Balance Sheets as of December 31, 20192020 and March 31, 20192020

 

3

 

 

Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 20192020 and 20182019

 

4

 

 

Unaudited Statements of Condensed Consolidated Stockholders’ Equity for the nine months ended December 31, 20192020 and 20182019

 

5

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 20192020 and 20182019

 

6

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

8

Item 2.

 

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

 

2526

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk.

 

3539

Item 4.

 

Controls and Procedures.

 

3539

 

 

PART II.  OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings.

 

3640

Item 1A.

 

Risk Factors.

 

3740

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds.

 

3740

Item 3.

 

Defaults Upon Senior Securities.

 

3740

Item 4.

 

Mine Safety Disclosure.

 

3740

Item 5.

 

Other Information.

 

3740

Item 6.

 

Exhibits.

 

3841

 

 

Signatures

 

3942


PART I.  FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

NEXTGEN HEALTHCARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2020

 

 

March 31, 2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

26,790

 

 

$

33,079

 

 

$

89,523

 

 

$

138,012

 

Restricted cash and cash equivalents

 

 

5,696

 

 

 

1,443

 

 

 

4,208

 

 

 

2,307

 

Accounts receivable, net

 

 

79,731

 

 

 

87,459

 

 

 

76,741

 

 

 

80,006

 

Contract assets

 

 

12,488

 

 

 

13,242

 

 

 

17,404

 

 

 

12,529

 

Inventory

 

 

75

 

 

 

120

 

Income taxes receivable

 

 

5,485

 

 

 

3,682

 

 

 

3,397

 

 

 

856

 

Prepaid expenses and other current assets

 

 

23,101

 

 

 

20,826

 

 

 

26,074

 

 

 

26,305

 

Total current assets

 

 

153,366

 

 

 

159,851

 

 

 

217,347

 

 

 

260,015

 

Equipment and improvements, net

 

 

22,004

 

 

 

21,404

 

 

 

15,009

 

 

 

19,836

 

Capitalized software costs, net

 

 

39,678

 

 

 

37,855

 

 

 

41,090

 

 

 

37,004

 

Operating lease assets

 

 

34,424

 

 

 

 

 

 

26,268

 

 

 

31,004

 

Deferred income taxes, net

 

 

5,088

 

 

 

6,194

 

 

 

10,662

 

 

 

10,620

 

Contract assets, net of current

 

 

3,427

 

 

 

3,747

 

 

 

2,190

 

 

 

3,007

 

Intangibles, net

 

 

64,394

 

 

 

52,595

 

 

 

40,121

 

 

 

57,809

 

Goodwill

 

 

266,741

 

 

 

218,771

 

 

 

267,212

 

 

 

267,165

 

Other assets

 

 

33,773

 

 

 

32,478

 

 

 

36,000

 

 

 

33,656

 

Total assets

 

$

622,895

 

 

$

532,895

 

 

$

655,899

 

 

$

720,116

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

9,411

 

 

$

5,432

 

 

$

7,817

 

 

$

10,521

 

Contract liabilities

 

 

52,905

 

 

 

56,009

 

 

 

48,655

 

 

 

56,786

 

Accrued compensation and related benefits

 

 

25,309

 

 

 

25,663

 

 

 

40,002

 

 

 

23,792

 

Income taxes payable

 

 

 

 

 

64

 

 

 

65

 

 

 

148

 

Operating lease liabilities

 

 

10,323

 

 

 

 

 

 

12,398

 

 

 

10,619

 

Other current liabilities

 

 

38,931

 

 

 

41,064

 

 

 

51,104

 

 

 

41,352

 

Total current liabilities

 

 

136,879

 

 

 

128,232

 

 

 

160,041

 

 

 

143,218

 

Deferred compensation

 

 

6,198

 

 

 

5,905

 

 

 

6,624

 

 

 

5,300

 

Line of credit

 

 

37,000

 

 

 

11,000

 

 

 

29,000

 

 

 

129,000

 

Operating lease liabilities, net of current

 

 

39,297

 

 

 

 

 

 

29,291

 

 

 

38,823

 

Other noncurrent liabilities

 

 

3,765

 

 

 

11,812

 

 

 

5,231

 

 

 

3,281

 

Total liabilities

 

 

223,139

 

 

 

156,949

 

 

 

230,187

 

 

 

319,622

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 16)

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.01 par value; authorized 100,000 shares; issued and outstanding 65,701 and 64,838 shares at December 31, 2019 and March 31, 2019, respectively

 

 

657

 

 

 

648

 

$0.01 par value; authorized 100,000 shares; issued and outstanding 67,002 and 66,134 shares at December 31, 2020 and March 31, 2020, respectively

 

 

670

 

 

 

661

 

Additional paid-in capital

 

 

277,161

 

 

 

264,908

 

 

 

297,711

 

 

 

282,857

 

Accumulated other comprehensive loss

 

 

(1,423

)

 

 

(1,231

)

 

 

(1,883

)

 

 

(2,143

)

Retained earnings

 

 

123,361

 

 

 

111,621

 

 

 

129,214

 

 

 

119,119

 

Total shareholders' equity

 

 

399,756

 

 

 

375,946

 

 

 

425,712

 

 

 

400,494

 

Total liabilities and shareholders' equity

 

$

622,895

 

 

$

532,895

 

 

$

655,899

 

 

$

720,116

 

 

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


NEXTGEN HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring

$

124,787

 

 

$

117,446

 

 

$

364,823

 

 

$

353,770

 

$

128,243

 

 

$

124,787

 

 

$

373,456

 

 

$

364,823

 

 

Software, hardware, and other non-recurring

 

12,953

 

 

 

13,421

 

 

 

39,034

 

 

 

40,618

 

 

13,509

 

 

 

12,953

 

 

 

39,177

 

 

 

39,034

 

 

Total revenues

 

137,740

 

 

 

130,867

 

 

 

403,857

 

 

 

394,388

 

 

141,752

 

 

 

137,740

 

 

 

412,633

 

 

 

403,857

 

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring

 

52,197

 

 

 

47,997

 

 

 

153,065

 

 

 

143,322

 

 

54,204

 

 

 

52,197

 

 

 

157,539

 

 

 

153,065

 

 

Software, hardware, and other non-recurring

 

6,975

 

 

 

6,576

 

 

 

19,816

 

 

 

20,752

 

 

6,800

 

 

 

6,975

 

 

 

18,924

 

 

 

19,816

 

 

Amortization of capitalized software costs and acquired intangible assets

 

8,963

 

 

 

7,098

 

 

 

26,219

 

 

 

20,566

 

 

9,320

 

 

 

8,963

 

 

 

29,180

 

 

 

26,219

 

 

Total cost of revenue

 

68,135

 

 

 

61,671

 

 

 

199,100

 

 

 

184,640

 

 

70,324

 

 

 

68,135

 

 

 

205,643

 

 

 

199,100

 

 

Gross profit

 

69,605

 

 

 

69,196

 

 

 

204,757

 

 

 

209,748

 

 

71,428

 

 

 

69,605

 

 

 

206,990

 

 

 

204,757

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

42,841

 

 

 

41,304

 

 

 

122,015

 

 

 

120,169

 

 

48,972

 

 

 

42,841

 

 

 

131,659

 

 

 

122,015

 

 

Research and development costs, net

 

20,026

 

 

 

20,682

 

 

 

61,866

 

 

 

61,181

 

 

18,197

 

 

 

20,026

 

 

 

54,111

 

 

 

61,866

 

 

Amortization of acquired intangible assets

 

964

 

 

 

1,027

 

 

 

2,694

 

 

 

3,316

 

 

1,112

 

 

 

964

 

 

 

3,336

 

 

 

2,694

 

 

Impairment of assets

 

1,948

 

 

 

 

 

 

4,353

 

 

 

 

 

2,215

 

 

 

1,948

 

 

 

2,215

 

 

 

4,353

 

 

Restructuring costs

 

546

 

 

 

 

 

 

2,428

 

 

 

 

 

 

 

 

546

 

 

 

2,562

 

 

 

2,428

 

 

Total operating expenses

 

66,325

 

 

 

63,013

 

 

 

193,356

 

��

 

184,666

 

 

70,496

 

 

 

66,325

 

 

 

193,883

 

 

 

193,356

 

 

Income from operations

 

3,280

 

 

 

6,183

 

 

 

11,401

 

 

 

25,082

 

 

932

 

 

 

3,280

 

 

 

13,107

 

 

 

11,401

 

 

Interest income

 

30

 

 

 

44

 

 

 

145

 

 

 

113

 

 

9

 

 

 

30

 

 

 

27

 

 

 

145

 

 

Interest expense

 

(435

)

 

 

(720

)

 

 

(1,294

)

 

 

(2,219

)

 

(631

)

 

 

(435

)

 

 

(2,873

)

 

 

(1,294

)

 

Other income (expense), net

 

137

 

 

 

(227

)

 

 

214

 

 

 

384

 

 

(15

)

 

 

137

 

 

 

(17

)

 

 

214

 

 

Income before provision for (benefit of) income taxes

 

3,012

 

 

 

5,280

 

 

 

10,466

 

 

 

23,360

 

 

295

 

 

 

3,012

 

 

 

10,244

 

 

 

10,466

 

 

Provision for (benefit of) income taxes

 

(1,403

)

 

 

456

 

 

 

(1,274

)

 

 

2,794

 

 

(169

)

 

 

(1,403

)

 

 

149

 

 

 

(1,274

)

 

Net income

$

4,415

 

 

$

4,824

 

 

$

11,740

 

 

$

20,566

 

$

464

 

 

$

4,415

 

 

$

10,095

 

 

$

11,740

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation, net of tax

 

(103

)

 

 

411

 

 

 

(192

)

 

 

(881

)

 

171

 

 

 

(103

)

 

 

260

 

 

 

(192

)

 

Comprehensive income

$

4,312

 

 

$

5,235

 

 

$

11,548

 

 

$

19,685

 

$

635

 

 

$

4,312

 

 

$

10,355

 

 

$

11,548

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.07

 

 

$

0.07

 

 

$

0.18

 

 

$

0.32

 

$

0.01

 

 

$

0.07

 

 

$

0.15

 

 

$

0.18

 

 

Diluted

$

0.07

 

 

$

0.07

 

 

$

0.18

 

 

$

0.32

 

$

0.01

 

 

$

0.07

 

 

$

0.15

 

 

$

0.18

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

65,493

 

 

 

64,637

 

 

 

65,304

 

 

 

64,308

 

 

66,943

 

 

 

65,493

 

 

 

66,644

 

 

 

65,304

 

 

Diluted

 

65,664

 

 

 

64,776

 

 

 

65,516

 

 

 

64,499

 

 

67,140

 

 

 

65,664

 

 

 

66,649

 

 

 

65,516

 

 

 

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


NEXTGEN HEALTHCARE, INC.

STATEMENTS OF CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

 

 

 

Three and Nine Months Ended December 31, 2019

 

 

Nine Months Ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Accumulated Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Accumulated Other

 

 

Total

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

Balance, March 31, 2019

 

 

64,838

 

 

 

648

 

 

 

264,908

 

 

 

111,621

 

 

 

(1,231

)

 

 

375,946

 

Balance, March 31, 2020

 

 

66,134

 

 

 

661

 

 

 

282,857

 

 

 

119,119

 

 

 

(2,143

)

 

 

400,494

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

535

 

 

 

6

 

 

 

(1,414

)

 

 

 

 

 

 

 

 

(1,408

)

Stock-based compensation

 

 

 

 

 

 

 

 

5,393

 

 

 

 

 

 

 

 

 

5,393

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13

)

 

 

(13

)

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

(824

)

 

 

 

 

 

(824

)

Balance, June 30, 2020

 

 

66,669

 

 

 

667

 

 

 

286,836

 

 

 

118,295

 

 

 

(2,156

)

 

 

403,642

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

545

 

 

 

6

 

 

 

(1,311

)

 

 

 

 

 

 

 

 

(1,305

)

 

 

65

 

 

 

 

 

 

(45

)

 

 

 

 

 

 

 

 

 

 

(45

)

Stock-based compensation

 

 

 

 

 

 

 

 

4,891

 

 

 

 

 

 

 

 

 

4,891

 

 

 

 

 

 

 

 

 

 

 

5,437

 

 

 

 

 

 

 

 

 

 

 

5,437

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54

 

 

 

54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

102

 

 

 

102

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

1,244

 

 

 

 

 

 

1,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,455

 

 

 

 

 

 

 

10,455

 

Balance, June 30, 2019

 

 

65,383

 

 

 

654

 

 

 

268,488

 

 

 

112,865

 

 

 

(1,177

)

 

 

380,830

 

Balance, September 30, 2020

 

 

66,734

 

 

 

667

 

 

 

292,228

 

 

 

128,750

 

 

 

(2,054

)

 

 

419,591

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

53

 

 

 

 

 

 

44

 

 

 

 

 

 

 

 

 

44

 

 

 

268

 

 

 

3

 

 

 

(450

)

 

 

 

 

 

 

 

 

 

 

(447

)

Stock-based compensation

 

 

 

 

 

 

 

 

4,316

 

 

 

 

 

 

 

 

 

4,316

 

 

 

 

 

 

 

 

 

 

 

5,933

 

 

 

 

 

 

 

 

 

 

 

5,933

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(143

)

 

 

(143

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

171

 

 

 

171

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

6,081

 

 

 

 

 

 

6,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

464

 

 

 

 

 

 

 

464

 

Balance, September 30, 2019

 

 

65,436

 

 

 

654

 

 

 

272,848

 

 

 

118,946

 

 

 

(1,320

)

 

 

391,128

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

265

 

 

 

3

 

 

 

(308

)

 

 

 

 

 

 

 

 

(305

)

Stock-based compensation

 

 

 

 

 

 

 

 

4,621

 

 

 

 

 

 

 

 

 

4,621

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(103

)

 

 

(103

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

4,415

 

 

 

 

 

 

4,415

 

Balance, December 31, 2019

 

 

65,701

 

 

 

657

 

 

 

277,161

 

 

 

123,361

 

 

 

(1,423

)

 

 

399,756

 

Balance, December 31, 2020

 

 

67,002

 

 

 

670

 

 

 

297,711

 

 

 

129,214

 

 

 

(1,883

)

 

 

425,712

 

 

 

Three and Nine Months Ended December 31, 2018

 

 

Nine Months Ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Accumulated Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Accumulated Other

 

 

Total

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

Balance, March 31, 2018

 

 

63,995

 

 

 

640

 

 

 

244,462

 

 

 

78,708

 

 

 

(400

)

 

 

323,410

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

225

 

 

 

2

 

 

 

(204

)

 

 

 

 

 

 

 

 

(202

)

Stock-based compensation

 

 

 

 

 

 

 

 

3,116

 

 

 

 

 

 

 

 

 

3,116

 

Cumulative effect adjustment related to the adoption of ASC 606

 

 

 

 

 

 

 

 

 

 

 

8,419

 

 

 

 

 

 

8,419

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(499

)

 

 

(499

)

Net income

 

 

 

 

 

 

 

 

 

 

 

2,648

 

 

 

 

 

 

2,648

 

Balance, June 30, 2018

 

 

64,220

 

 

 

642

 

 

 

247,374

 

 

 

89,775

 

 

 

(899

)

 

 

336,892

 

Balance, March 31, 2019

 

 

64,838

 

 

 

648

 

 

 

264,908

 

 

 

111,621

 

 

 

(1,231

)

 

 

375,946

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

162

 

 

 

2

 

 

 

2,104

 

 

 

 

 

 

 

 

 

2,106

 

 

 

545

 

 

 

6

 

 

 

(1,311

)

 

 

 

 

 

 

 

 

(1,305

)

Stock-based compensation

 

 

 

 

 

 

 

 

4,135

 

 

 

 

 

 

 

 

 

4,135

 

 

 

 

 

 

 

 

 

4,891

 

 

 

 

 

 

 

 

 

4,891

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(793

)

 

 

(793

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54

 

 

 

54

 

Net income

 

 

 

 

 

 

 

 

 

 

 

13,094

 

 

 

 

 

 

13,094

 

 

 

 

 

 

 

 

 

 

 

 

 

1,244

 

 

 

 

 

 

1,244

 

Balance, September 30, 2018

 

 

64,382

 

 

 

644

 

 

 

253,613

 

 

 

102,869

 

 

 

(1,692

)

 

 

355,434

 

Balance, June 30, 2019

 

 

65,383

 

 

 

654

 

 

 

268,488

 

 

 

112,865

 

 

 

(1,177

)

 

 

380,830

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

322

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

53

 

 

 

 

 

 

44

 

 

 

 

 

 

 

 

 

44

 

Stock-based compensation

 

 

 

 

 

 

 

 

4,698

 

 

 

 

 

 

 

 

 

4,698

 

 

 

 

 

 

 

 

 

4,316

 

 

 

 

 

 

 

 

 

4,316

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

411

 

 

 

411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(143

)

 

 

(143

)

Net income

 

 

 

 

 

 

 

 

 

 

 

4,824

 

 

 

 

 

 

4,824

 

 

 

 

 

 

 

 

 

 

 

 

 

6,081

 

 

 

 

 

 

6,081

 

Balance, December 31, 2018

 

 

64,704

 

 

 

647

 

 

 

258,311

 

 

 

107,693

 

 

 

(1,281

)

 

 

365,370

 

Balance, September 30, 2019

 

 

65,436

 

 

 

654

 

 

 

272,848

 

 

 

118,946

 

 

 

(1,320

)

 

 

391,128

 

Common stock issued under stock plans, net of shares withheld for taxes

 

 

265

 

 

 

3

 

 

 

(308

)

 

 

 

 

 

 

 

 

(305

)

Stock-based compensation

 

 

 

 

 

 

 

 

4,621

 

 

 

 

 

 

 

 

 

4,621

 

Components of other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(103

)

 

 

(103

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

4,415

 

 

 

 

 

 

4,415

 

Balance, December 31, 2019

 

 

65,701

 

 

 

657

 

 

 

277,161

 

 

 

123,361

 

 

 

(1,423

)

 

 

399,756

 

 

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


NEXTGEN HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Nine Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

11,740

 

 

$

20,566

 

 

$

10,095

 

 

$

11,740

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of capitalized software costs

 

 

12,962

 

 

 

7,703

 

 

 

14,828

 

 

 

12,962

 

Amortization of debt issuance costs

 

 

532

 

 

 

532

 

 

 

532

 

 

 

532

 

Amortization of other intangibles

 

 

15,951

 

 

 

16,180

 

 

 

17,688

 

 

 

15,951

 

Change in fair value of contingent consideration

 

 

425

 

 

 

 

 

 

75

 

 

 

425

 

Deferred income taxes

 

 

38

 

 

 

22

 

 

 

(42

)

 

 

38

 

Depreciation

 

 

6,453

 

 

 

7,721

 

 

 

6,088

 

 

 

6,453

 

Excess tax benefit from share-based compensation

 

 

(46

)

 

 

(313

)

Excess tax deficiency (benefit) from share-based compensation

 

 

870

 

 

 

(46

)

Impairment of assets

 

 

4,353

 

 

 

 

 

 

2,215

 

 

 

4,353

 

Loss on disposal of equipment and improvements

 

 

41

 

 

 

194

 

 

 

27

 

 

 

41

 

Non-cash operating lease costs

 

 

6,254

 

 

 

 

 

 

5,153

 

 

 

6,254

 

Provision for bad debts

 

 

2,426

 

 

 

2,740

 

 

 

2,044

 

 

 

2,426

 

Provision for inventory obsolescence

 

 

6

 

 

 

8

 

Restructuring costs, net of amounts paid

 

 

257

 

 

 

 

 

 

 

 

 

257

 

Share-based compensation

 

 

13,828

 

 

 

11,949

 

 

 

16,763

 

 

 

13,828

 

Changes in assets and liabilities, net of amounts acquired:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

6,184

 

 

 

242

 

 

 

1,221

 

 

 

6,184

 

Contract assets

 

 

1,081

 

 

 

1,288

 

 

 

(4,058

)

 

 

1,081

 

Inventory

 

 

39

 

 

 

43

 

Accounts payable

 

 

2,323

 

 

 

(783

)

 

 

(2,795

)

 

 

2,323

 

Contract liabilities

 

 

(4,014

)

 

 

(7,804

)

 

 

(8,131

)

 

 

(4,014

)

Accrued compensation and related benefits

 

 

(1,159

)

 

 

(4,476

)

 

 

16,210

 

 

 

(1,159

)

Income taxes

 

 

(1,821

)

 

 

2,595

 

 

 

(3,494

)

 

 

(1,821

)

Deferred compensation

 

 

293

 

 

 

(522

)

 

 

1,324

 

 

 

293

 

Operating lease liabilities

 

 

(7,142

)

 

 

 

 

 

(10,043

)

 

 

(7,142

)

Other assets and liabilities

 

 

(6,633

)

 

 

(24,606

)

 

 

9,408

 

 

 

(6,588

)

Net cash provided by operating activities

 

 

64,371

 

 

 

33,279

 

 

 

75,978

 

 

 

64,371

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to capitalized software costs

 

 

(14,785

)

 

 

(14,853

)

 

 

(18,914

)

 

 

(14,785

)

Additions to equipment and improvements

 

 

(6,951

)

 

 

(4,108

)

 

 

(1,546

)

 

 

(6,951

)

Acquisition related working capital adjustment payments

 

 

(206

)

 

 

 

Payments for acquisitions, net of cash acquired

 

 

(71,605

)

 

 

 

 

 

 

 

 

(71,605

)

Proceeds from over-funded corporate-owned life insurance policies

 

 

2,500

 

 

 

 

 

 

 

 

 

2,500

 

Net cash used in investing activities

 

 

(90,841

)

 

 

(18,961

)

 

 

(20,666

)

 

 

(90,841

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from line of credit

 

 

37,000

 

 

 

26,000

 

 

 

50,000

 

 

 

37,000

 

Repayments on line of credit

 

 

(11,000

)

 

 

(36,000

)

 

 

(150,000

)

 

 

(11,000

)

Proceeds from issuance of shares under employee plans

 

 

2,076

 

 

 

4,505

 

 

 

1,997

 

 

 

2,076

 

Payments for taxes related to net share settlement of equity awards

 

 

(3,642

)

 

 

(2,598

)

 

 

(3,897

)

 

 

(3,642

)

Net cash provided by (used in) financing activities

 

 

24,434

 

 

 

(8,093

)

 

 

(101,900

)

 

 

24,434

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

(2,036

)

 

 

6,225

 

Net decrease in cash, cash equivalents, and restricted cash

 

 

(46,588

)

 

 

(2,036

)

Cash, cash equivalents, and restricted cash at beginning of period

 

 

34,522

 

 

 

31,218

 

 

 

140,319

 

 

 

34,522

 

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

 

$

32,486

 

 

$

37,443

 

 

$

93,731

 

 

$

32,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

2,154

 

 

$

966

 

 

$

2,896

 

 

$

2,154

 

Cash refunds from income taxes

 

 

1,576

 

 

 

442

 

 

 

129

 

 

 

1,576

 

Cash paid for interest

 

 

805

 

 

 

1,385

 

 

 

2,375

 

 

 

805

 

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

 

 

8,494

 

 

 

 

 

 

11,561

 

 

 

8,494

 

Operating lease assets obtained in exchange for operating lease liabilities

 

 

5,858

 

 

 

 

 

 

3,107

 

 

 

5,858

 

Accrued purchases of equipment and improvements

 

 

44

 

 

 

181

 

 

 

91

 

 

 

44

 

 

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


NEXTGEN HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTES INDEX

 

Note

 

 

 

Page

 

 

 

 

 

Note 1

 

Summary of Significant Accounting Policies

 

8

Note 2

 

Revenue from Contracts with Customers

 

9

Note 3

 

Fair Value MeasurementsAccounts Receivable

 

12

Note 4

 

LeasesFair Value Measurements

 

13

Note 5

 

Business CombinationsLeases

 

14

Note 6

 

GoodwillBusiness Combinations

 

1615

Note 7

 

Intangible AssetsGoodwill

 

1617

Note 8

 

Capitalized Software CostsIntangible Assets

 

17

Note 9

 

Capitalized Software Costs

18

Note 10

Line of Credit

 

1718

Note 1011

 

Composition of Certain Financial Statement Captions

 

18

Note 11

Income Taxes

19

Note 12

 

Earnings Per ShareIncome Taxes

 

20

Note 13

 

Earnings Per Share

21

Note 14

Share-Based Awards

 

2021

Note 1415

 

Concentration of Credit Risk

 

2224

Note 1516

 

Commitments, Guarantees and Contingencies

 

2324

Note 1617

 

Restructuring Plan

 

2425

Note 18

Subsequent Events

25

 


NEXTGEN HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except shares and per share data)

(Unaudited)

1. Summary of Significant Accounting Policies

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

Basis of Presentation.  The accompanying unaudited condensed consolidated financial statements as of December 31, 20192020 and for the three and nine months ended December 31, 20192020 have been prepared in accordance with the requirements of Quarterly Report on Form 10-Q and Article 10 of the Securities and Exchange Commission Regulation S-X and therefore do not include all information and notes which would be presented were such condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements presented in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019.2020. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the results of operations and cash flows for the periods presented. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full year.

References to amounts in the condensed consolidated financial statement sections are in thousands, except shares and per share data, unless otherwise specified.

Significant Accounting Policies.Coronavirus Pandemic.  In late 2019, the emergence of a novel coronavirus, or COVID-19, was reported and in January 2020, the World Health Organization (“WHO”), declared it a Public Health Emergency of International Concern. In March 2020, the WHO escalated COVID-19 as a pandemic. The extent to which COVID-19 impacts our business and financial results depends on numerous evolving factors including, but not limited to, the magnitude and duration of COVID-19; the impact on our employees; the extent to which it impacts worldwide macroeconomic conditions, including interest rates, employment rates, and health insurance coverage; the speed of the anticipated recovery; and governmental and business reactions to the pandemic. We adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), effective on April 1, 2019 usingassessed certain accounting matters that generally require consideration of forecasted financial information in context with the cumulative-effect adjustment transition method, as described further below. There have been no other material changesinformation reasonably available to our significant accounting policies from those disclosed in our Annualthe Company and the unknown future impacts of COVID-19 at December 31, 2020 and through the date of this Quarterly Report on Form 10-K10-Q. The accounting matters assessed included, but were not limited to, our allowances for doubtful accounts and the carrying value of goodwill and other long-lived assets. While there was not a material impact to our consolidated financial statements at and for the fiscal yearquarter ended MarchDecember 31, 2019.2020, our future assessment of the magnitude and duration of COVID-19, as well as other factors could result in material impacts to our consolidated financial statements in future reporting periods.

Share-Based Compensation. The following table summarizes total share-based compensation expense included in the condensed consolidated statements of comprehensive income for the three and nine months ended December 31, 20192020 and 2018:2019:

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

2019

 

 

2018

 

 

2019

 

 

2018

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

$

531

 

 

$

358

 

 

$

1,530

 

 

$

939

 

$

506

 

 

$

531

 

 

$

1,519

 

 

$

1,530

 

Research and development costs

 

963

 

 

 

860

 

 

 

2,808

 

 

 

2,196

 

 

1,081

 

 

 

963

 

 

 

3,024

 

 

 

2,808

 

Selling, general and administrative

 

3,127

 

 

 

3,480

 

 

 

9,490

 

 

 

8,814

 

 

4,346

 

 

 

3,127

 

 

 

12,220

 

 

 

9,490

 

Total share-based compensation

 

4,621

 

 

 

4,698

 

 

 

13,828

 

 

 

11,949

 

 

5,933

 

 

 

4,621

 

 

 

16,763

 

 

 

13,828

 

Income tax benefit

 

(1,158

)

 

 

(1,180

)

 

 

(3,475

)

 

 

(2,949

)

 

(1,433

)

 

 

(1,158

)

 

 

(4,002

)

 

 

(3,475

)

Decrease in net income

$

3,463

 

 

$

3,518

 

 

$

10,353

 

 

$

9,000

 

$

4,500

 

 

$

3,463

 

 

$

12,761

 

 

$

10,353

 

 

Recently Adopted Accounting Pronouncements.  Recently adopted accounting pronouncements are discussed below or in the notes, where applicable.

In July 2019,August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-07, Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33- 10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates (SEC Update), to amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC final rules on Disclosure Update and Simplification and Investment Company Reporting Modernization, and make other updates. ASU 2019-07 was effective upon issuance. The requirements of ASU 2019-07 have been implemented and did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which was intended to improve financial reporting about leasing transactions. The new guidance requires lessees to recognize on their balance sheets the assets and liabilities for the rights and obligations created by leases and to disclose key information about the leasing arrangements. We have implemented the necessary changes to our policies, processes, and internal controls over financial reporting to meet the requirements under the new guidance related to identifying and measuring right-of-use assets and lease liabilities, including related disclosures.

We adopted ASU 2016-02 and its subsequent amendments (together “ASC 842”) using the cumulative-effect adjustment transition method, which is the additional transition method described within ASU 2018-11, Leases (Topic 842): Targeted Improvements, issued by the FASB in July 2018, which allowed us to apply the new lease standard as of April 1, 2019, rather than the beginning of the earliest period presented. We elected the package of practical expedients that permitted us to not reassess: (1) whether any expired contracts are or contain leases; (2) the lease classification for any existing or expired leases, and (3) the initial direct costs for our existing leases.


Upon adoption of ASC 842, we recognized operating lease right-of-use assets of $38,784, operating lease liabilities of $8,873, and long-term operating lease liabilities of $42,114 on our condensed consolidated balance sheet as of April 1, 2019, and corresponding reductions to other current liabilities of $2,342 and other noncurrent liabilities of $9,861 associated with previously recognized deferred rent and remaining lease obligations. There was 0 cumulative-effect adjustment required to retained earnings. The adoption of ASC 842 did not have a significant effect on our condensed consolidated results of operations or cash flows. Comparative information in this Report has not been adjusted and continues to be reported under the previous lease accounting rules. Refer to Note 4 for additional details.

Recent Accounting Standards Not Yet Adopted.   Recent accounting pronouncements requiring implementation in current or future periods are discussed below or in the notes, where applicable.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. ASU 2019-12 is effective for us in the first quarter of fiscal 2022. We are currently in the process of evaluating the potential impact of adoption of this updated authoritative guidance on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract(“ (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. EarlyThe adoption is permitted, including adoption in an interim period.of ASU 2018-15 is effective for us in the first quarter of fiscal 2021. We are currently in the process of evaluating the potentialon April 1, 2020 did not have a material impact of adoption of this updated authoritative guidance on our condensed consolidated financial statements.


In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement.Measurement. ASU 2018-13 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. EarlyThe adoption is permitted, including adoption in an interim period.of ASU 2018-13 is effective for us in the first quarter of fiscal 2021, and we currently doon April 1, 2020 did not expect the adoption of this new standard to have a material impact on our condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04,Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of Step two of the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. ASU 2017-04 is effective prospectively for annual and interim periods beginning after December 15, 2019, and early adoption is permitted on goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is effective for us in the first quarter of fiscal 2021, and we currently doon April 1, 2020 did not expect the adoption of this new standard to have a material impact on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides new guidance regarding the measurement and recognition of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2016-13 using the modified retrospective transition approach on April 1, 2020 did not have a material impact on our condensed consolidated financial statements. Refer to Note 3 for additional details.

Recent Accounting Standards Not Yet Adopted.   Recent accounting pronouncements requiring implementation in current or future periods are discussed below or in the notes, where applicable.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which clarifies various topics in the Accounting Standards Codification, including the addition of existing disclosure requirements to the relevant disclosure sections. The amendments in ASU 2020-10 do not change GAAP and, therefore, are not expected to result in a significant change in practice. ASU 2020-10 should be applied retrospectively to the beginning of the period that includes the adoption date.  ASU 2020-10 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. ASU 2020-10 is effective for us in the first quarter of fiscal 2021, and we currently2022. We do not expect the adoption of this new standard to have a material impact on our condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides 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 amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which clarifies the application of certain optional expedients and exceptions.  Topic 848 may be applied prospectively through December 31, 2022. We are currently evaluating the effect that ASU 2020-04 may have on our contracts that reference LIBOR, such as our amended and restated revolving credit agreement (see Note 10). We have not elected to apply any of the provisions of Topic 848, and we are currently in the process of evaluating the potential impact of adoption of this updated authoritative guidance on our condensed consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. ASU 2019-12 is effective for us in the first quarter of fiscal 2022. We are currently in the process of evaluating the potential impact of adoption of this updated authoritative guidance on our condensed consolidated financial statements.

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

2. Revenue from Contracts with Customers

Revenue Recognition and Performance Obligations

We generate revenue from sales of licensing rights and subscriptions to our software solutions, hardware and third-party software products, support and maintenance, managed services, (formerly referred to as revenue cycle management and related services), EDI, and other non-recurring services, including implementation, training, and consulting services. Our contracts with customers may include multiple performance obligations that consist of various combinations of our software solutions and related services, which are generally capable of being distinct and accounted for as separate performance obligations.


The total transaction price is allocated to each performance obligation within an arrangementa contract based on estimated standalone selling prices. We generally determine standalone selling prices based on the prices charged to customers, except for certain software licenses that are based on the residual approach because their standalone selling prices are highly variable and certain maintenance customers that are based on substantive renewal rates. In instances where standalone selling price is not sufficiently observable, such as RCM services and software licenses included in our RCM arrangements, we estimate standalone selling price utilizing an expected cost plus a margin approach. When standalone selling prices are not observable, significant judgment is required in estimating the standalone selling price for each performance obligation.

Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services.

We exclude sales tax from the measurement of the transaction price and record revenue net of taxes collected from customers and subsequently remitted to governmental authorities.

The following table presents our revenues disaggregated by our major revenue categories and by occurrence:

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Recurring revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription services

 

$

33,163

 

 

$

30,035

 

 

$

94,718

 

 

$

87,618

 

 

$

37,958

 

 

$

33,163

 

 

$

110,185

 

 

$

94,718

 

Support and maintenance

 

 

39,936

 

 

 

39,714

 

 

 

118,948

 

 

 

120,556

 

 

 

37,914

 

 

 

39,936

 

 

 

114,537

 

 

 

118,948

 

Managed services

 

 

26,830

 

 

 

24,251

 

 

 

77,730

 

 

 

74,048

 

 

 

27,395

 

 

 

26,830

 

 

 

76,106

 

 

 

77,730

 

Electronic data interchange and data services

 

 

24,858

 

 

 

23,446

 

 

 

73,427

 

 

 

71,548

 

 

 

24,976

 

 

 

24,858

 

 

 

72,628

 

 

 

73,427

 

Total recurring revenues

 

 

124,787

 

 

 

117,446

 

 

 

364,823

 

 

 

353,770

 

 

 

128,243

 

 

 

124,787

 

 

 

373,456

 

 

 

364,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software, hardware, and other non-recurring revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license and hardware

 

 

7,210

 

 

 

9,217

 

 

 

22,563

 

 

 

26,013

 

 

 

7,908

 

 

 

7,210

 

 

 

20,662

 

 

 

22,563

 

Other non-recurring services

 

 

5,743

 

 

 

4,204

 

 

 

16,471

 

 

 

14,605

 

 

 

5,601

 

 

 

5,743

 

 

 

18,515

 

 

 

16,471

 

Total software, hardware and other non-recurring revenues

 

 

12,953

 

 

 

13,421

 

 

 

39,034

 

 

 

40,618

 

 

 

13,509

 

 

 

12,953

 

 

 

39,177

 

 

 

39,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

137,740

 

 

$

130,867

 

 

$

403,857

 

 

$

394,388

 

 

$

141,752

 

 

$

137,740

 

 

$

412,633

 

 

$

403,857

 

 

Recurring revenues consistconsists of subscription services, support and maintenance, managed services, and EDI and data services. Software, hardware, and other non-recurring revenues consistconsists of revenue from sales of software licenseslicense and hardware and certain non-recurring services, such as implementation, training, and consulting performed for clients who use our products.

Generally, weWe generally recognize revenue for our most significant performance obligations as follows:

Subscription services. Performance obligations involving subscription services, which include annual libraries, are satisfied over time as the customer simultaneously receives and consumes the benefits of the services throughout the contract period. Our subscription services primarily include our hosting services, which we refer to as managed cloud services and our software-as-a-service (“SaaS”) based offerings, such as our electronic health records and practice management, mobile, patient portal, and population health management solutions. Our managed cloud services represent a single performance obligation to provide cloud hosting services to our customers. Our SaaS-based offerings may include multiple goods and services, such as providing access to our technology-based solutions together with our managed cloud hosting services. These offerings are concurrently delivered with the same pattern of transfer to our customers and are accounted for as a single performance obligation because the technology-based solutions and other goods and services included within our overall SaaS-based offerings are each individually not capable of being distinct as the customer receives benefits based on the combined offering. Our annual libraries primarily consist of providing stand-ready access to certain content, knowledgebase, databases, and SaaS-based educational tools, which are frequently updated to meet the most current standards and requirements, to be utilized in conjunction with our core solutions. We recognize revenue related to these subscription services, including annual libraries, ratably over the respective noncancelable contract term.

Support and maintenance. Performance obligations involving support and maintenance are satisfied over time as the customer simultaneously receives and consumes the benefits of the maintenance services provided. Our support and maintenance services may consist of separate performance obligations, such as unspecified upgrades or enhancements and technical support, which are considered stand-ready in nature and can be offered at various points during the service period. Since the efforts associated with the combined support and maintenance services are rendered concurrently and provided evenly throughout the service period, we consider the series of support and maintenance services to be a single performance obligation. Therefore, we recognize revenue related to these services ratably over the respective noncancelable contract term.


Managed services. Managed services consist primarily of RCM and related services, but also includes our hosting services, which we refer to as managed cloud services, transcription services, patient pay services, and certain other recurring services. Performance obligations associated with RCM services are satisfied over time as the customer simultaneously receives and consumes the benefits of the services executed throughout the contract period. The majority of service fees under our RCM


arrangements are variable consideration contingent upon collections by our clients. We estimate the variable consideration which we expect to be entitled to over the noncancelable contract term associated with our RCM service arrangements. The estimate of variable consideration included in the transaction price typically involves estimating the amounts we will ultimately collect on behalf of our clients and the relative fee we charge that is generally calculated as a percentage of those collections. Inputs to these estimates include, but are not limited to, historical service fees and collections amounts, timing of historical collections relative to the timing of when claims are submitted by our clients to their respective payers, macroeconomic trends, and anticipated changes in the number of providers. Significant judgement is required when estimating the total transaction price based on the variable consideration. We may apply certain constraints when appropriate whereby we include in the transaction price estimated variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Such estimates are assessed at the contract level. RCM and related services may not be rendered evenly over the contract period as the timing of services are based on customer collections, which may vary throughout the service period. We recognize revenue for RCM based on the amount of collections received throughout the contract term as it most closely depicts our efforts to transfer our service obligations to the customer. Our managed cloud services represent a single performance obligation to provide cloud hosting services to our customers and related revenue is recognized ratably over the respective noncancelable contract term. Performance obligations related to the transcription services, patient pay services, and other recurring services are generally satisfied as the corresponding services are provided and revenue is recognized as such services are rendered.

Electronic data interchange and data services. Performance obligations related to EDI and other transaction processing services are satisfied at the point in time the services are rendered. The transfer of control occurs when the transaction processing services are delivered and the customer receives the benefits from the services provided.

Software license and hardware. Software license and hardware are considered point-in-time performance obligations as control is transferred to customers upon the delivery of the software license and hardware. Our software licenses are considered functional licenses, and revenue recognition generally occurs on the date of contract execution as the customer is provided with immediate access to the license. We generally determine the amount of consideration allocated to the software license performance obligation using the residual approach, except for certain RCM arrangements where the amount allocated to the software license performance obligation is determined based on estimated relative standalone selling prices. For hardware, we recognize revenue upon transfer of such hardware or devices to the customer.

Other non-recurring services. Performance obligations related to other non-recurring services, including implementation, training, and consulting services, are generally satisfied as the corresponding services are provided. Once the services have been provided to the customer, the transfer of control has occurred. Therefore, we recognize revenue as such services are rendered.

Transaction Price Allocated to Remaining Performance Obligations

As of December 31, 2020, the aggregate amount of transaction price related to remaining unsatisfied or partially unsatisfied performance obligations over the respective noncancelable contract term was approximately $518,000, of which we expect to recognize approximately 12% as services are rendered or goods are delivered, 51% over the next 12 months, and the remainder thereafter.

As of December 31, 2019, the aggregate amount of transaction price related to remaining unsatisfied or partially unsatisfied performance obligations over the respective noncancelable contract term was approximately $488,800, of which we expect to recognize approximately 9% as services are rendered or goods are delivered,, 46% 46% over the next 12 months, and the remainder thereafter.

Contract Balances

Contract balances result from the timing differences between our revenue recognition, invoicing, and cash collections. Such contract balances include accounts receivables, contract assets and liabilities, and other customer deposits and liabilities balances. Accounts receivable includesreceivables include invoiced amounts where the right to receive payment is unconditional and only subject to the passage of time. Contract assets, consisting of unbilled receivables, include amounts where revenue recognized exceeds the amount invoiced to the customer and the right to payment is not solely subject to the passage of time. Contract assets are generally associated with our sales of software licenses, but may also be associated with other performance obligations such as subscription services, support and maintenance, annual libraries, and professional services, where control has been transferred to our customers but the associated payments are based on future customer collections (in the case of our RCM service arrangements) or based on future milestone payment due dates. In such instances, the revenue recognized may exceed the amount invoiced to the customer and such balances are included in contract assets since our right to receive payment is not unconditional, but rather is conditional upon customer collections or the continued functionality of the software and our ongoing support and maintenance obligations. Contract liabilities consist mainly of fees invoiced or paid by our clients for which the associated services have not been performed and revenues have not been recognized. Contract assets and contract liabilities 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 on our condensed consolidated balance sheets based on the timing of when we expect to complete the related performance obligations and invoice the customer. Contract liabilities are classified as current on our condensed consolidated balance sheets since the revenue recognition associated with the related customer payments and invoicing is expected to occur within the next twelve months. During the three months ended December 31, 20192020 and 2018,2019, we recognized $14,834$17,469 and $14,899,$14,834, respectively, of revenues that were included in the contract liability balance ator invoiced to customers since the beginning of the corresponding periods. During the nine months ended December 31, 20192020 and 2018,2019, we recognized $50,981$57,614 and $50,985,$50,981, respectively, of revenues that were included in the contract liability balance ator invoiced to customers since the beginning of the corresponding periods.


Our contracts with customers do not include any major financing components.

Costs to Obtain or Fulfill a Contract

We capitalize all incremental costs of obtaining a contract with a customer to the extent that such costs are directly related to a contract and expected to be recoverable. Our sales commissions and related sales incentives are considered incremental costs requiring capitalization. Capitalized contract costs are amortized to expense utilizing a method that is consistent with the transfer of the related goods or services to the customer. The amortization period ranges from less than one year up to five years, based on the period over which the related goods and services are transferred, including consideration of the expected customer renewals and the related useful lives of the products.

Capitalized commissions costs were $23,956$27,618 as of December 31, 2019,2020, of which $6,638$8,791 is classified as current and included as prepaid expenses and other current assets and $17,318$18,827 is classified as long-term and included within other assets on our condensed consolidated balance sheets, based on the expected timing of expense recognition. During the three months ended December 31, 20192020 and 2018,2019, we recognized $2,187$3,069 and $1,414,$2,187, respectively, of commissions expense. During the nine months ended December 31, 20192020 and 2018,2019, we recognized $5,640$7,946 and $4,278,$5,640, respectively, of commissions expense. Commissions expense primarily relate to the amortization of capitalized commissions costs, which is included as a selling, general and administrative expense in the condensed consolidated statementstatements of net income and comprehensive income.

3. Accounts Receivable

We adopted ASU 2016-13 using the modified retrospective transition approach, which required the recognition of expected credit losses for our accounts receivable and our contract assets, consisting of unbilled receivables. The adoption of the new guidance did not have a material impact on our condensed consolidated financial statements as the expected credit loss model was not significantly different from our prior policy and methodology for determining the allowance for doubtful accounts. As part of our assessment of the adequacy of the allowance for doubtful accounts, we considered a number of factors including, but not limited to, historical credit loss experience and adjustments for certain asset-specific risk characteristics, such as bankruptcy filings, internal assessments of client credit quality, age of the client receivable balances, review of major third-party credit-rating agencies, and evaluation of external factors such as economic conditions, including the potential impacts of the COVID-19 pandemic, that may affect a client’s ability to pay, or other client-specific factors.

Accounts receivable includes invoiced amounts where the right to receive payment is unconditional and only subject to the passage of time. Allowance for doubtful accounts are reported as a component of accounts receivable as summarized below:

 

 

December 31, 2020

 

 

March 31, 2020

 

Accounts receivable, gross

 

$

80,675

 

 

$

83,555

 

Allowance for doubtful accounts

 

 

(3,934

)

 

 

(3,549

)

Accounts receivable, net

 

$

76,741

 

 

$

80,006

 

The following table represents the changes in the allowance for doubtful accounts, as of and for the three months ended December 31, 2020:

Balance as of September 30, 2020

 

 

 

$

(3,909

)

Additions charged to costs and expenses

 

 

 

 

(645

)

Deductions

 

 

 

 

620

 

Balance as of December 31, 2020

 

 

 

$

(3,934

)

The following table represents the changes in the allowance for doubtful accounts, as of and for the nine months ended December 31, 2020:

Balance as of March 31, 2020

 

 

 

$

(3,549

)

Additions charged to costs and expenses

 

 

 

 

(2,044

)

Deductions

 

 

 

 

1,659

 

Balance as of December 31, 2020

 

 

 

$

(3,934

)


4. Fair Value Measurements

The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 20192020 and March 31, 2019:2020:

 

 

Balance At

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant Other

Observable Inputs

 

 

Unobservable

Inputs

 

 

Balance At

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant Other

Observable Inputs

 

 

Unobservable

Inputs

 

 

December 31, 2019

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

December 31, 2020

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (1)

 

$

26,790

 

 

$

26,790

 

 

$

 

 

$

 

 

$

89,523

 

 

$

89,523

 

 

$

0

 

 

$

0

 

Restricted cash and cash equivalents

 

 

5,696

 

 

 

5,696

 

 

 

 

 

 

 

 

 

4,208

 

 

 

4,208

 

 

 

0

 

 

 

0

 

 

$

32,486

 

 

$

32,486

 

 

$

 

 

$

 

 

$

93,731

 

 

$

93,731

 

 

$

0

 

 

$

0

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration related to acquisitions

 

$

3,275

 

 

$

 

 

$

 

 

$

3,275

 

 

$

1,975

 

 

$

0

 

 

$

0

 

 

$

1,975

 

 

$

3,275

 

 

$

 

 

$

 

 

$

3,275

 

 

$

1,975

 

 

$

0

 

 

$

0

 

 

$

1,975

 

 

 

Balance At

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant Other

Observable Inputs

 

 

Unobservable

Inputs

 

 

Balance At

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant Other

Observable Inputs

 

 

Unobservable

Inputs

 

 

March 31, 2019

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

March 31, 2020

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (1)

 

$

33,079

 

 

$

33,079

 

 

$

 

 

$

 

 

$

138,012

 

 

$

138,012

 

 

$

0

 

 

$

0

 

Restricted cash and cash equivalents

 

 

1,443

 

 

 

1,443

 

 

 

 

 

 

 

 

 

2,307

 

 

 

2,307

 

 

 

0

 

 

 

0

 

 

$

34,522

 

 

$

34,522

 

 

$

 

 

$

 

 

$

140,319

 

 

$

140,319

 

 

$

0

 

 

$

0

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration related to acquisitions

 

$

1,000

 

 

$

 

 

$

 

 

$

1,000

 

 

$

1,900

 

 

$

0

 

 

$

0

 

 

$

1,900

 

 

$

1,000

 

 

$

 

 

$

 

 

$

1,000

 

 

$

1,900

 

 

$

0

 

 

$

0

 

 

$

1,900

 

 

 

(1)

Cash equivalents consist primarily of money market funds.

The following table presents activity in our financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3), as of and for the three months ended December 31, 2020:

 

 

Total Liabilities

 

Balance as of September 30, 2020

 

$

1,950

 

Fair value adjustments

 

 

25

 

Balance as of December 31, 2020

 

$

1,975

 

The following table presents activity in our financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3), as of and for the nine months ended December 31, 2020:

 

 

Total Liabilities

 

Balance at March 31, 2020

 

$

1,900

 

Fair value adjustments

 

 

75

 

Balance as of December 31, 2020

 

$

1,975

 

The contingent consideration liabilitiesliability as of December 31, 2020 and March 31, 2020 relates to the acquisitionsacquisition of Topaz Information Systems, LLC (see Note 5) and Inforth Technologies. In accordance with the provisions of the potential earnout, as amended, for the acquisition of Inforth Technologies up to an additional $4,000 of cash is payable subject to the achievement of certain bookings targets through March 31, 2020.

The contingent consideration liability for Topaz Information Systems, LLC was $1,875 as of December 31, 2019 and is reflected within other noncurrent liabilities in our condensed consolidated balance sheets. The contingent consideration liability for Inforth Technologies was $1,400 and $1,000 as of December 31, 2019 and March 31, 2019, respectively6) and is reflected within other current liabilities in our condensed consolidated balance sheets. During the three and nine months ended December 31, 2020, we recorded $25 and $75 related to the accretion of the present value discount of the contingent consideration liability.


The categorization of the framework used to measure fair value of the contingent consideration liabilities were considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used. We assess the fair value of the contingent consideration liabilities on a recurring basis and any adjustments to fair value subsequent to the initial measurement period are reflected in the condensed consolidated statements of net income and comprehensive income. Key assumptions included probability-adjusted achievement estimates of applicable bookings targets that were not observable in the market. During the nine months ended December 31, 2019, we recorded $400 in fair value adjustments to the contingent consideration liability for Inforth Technologies, which is included as a component of selling, general and administrative expense in the condensed consolidated statements of net income and comprehensive income.

We believe that the fair value of other financial assets and liabilities, including accounts receivable, accounts payable, and line of credit, approximate their respective carrying values due to their nominal credit risk.

Non-Recurring Fair Value Measurements

We have certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used. During the three and nine months ended December 31, 2019, we recorded certain impairments to our operating lease assets and equipment and improvements (see Note 16).

4.5. Leases

We have operating lease agreements for our offices in the United States and India with lease periods expiring between 2020 and 2026. ASC 842 requires the recognition ofOur leasing arrangements are reflected on the balance sheet as right-of-use assets and liabilities pertaining to the rights and obligations created by the leased assets. We determine whether an arrangement is a lease at inception and classify it as finance or operating.All of our existing material leases are classified as operating leases. Our leases do not contain any residual value guarantees.

Right-of-use lease assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since the interest rate implicit in our lease arrangements is not readily determinable, we determine an incremental borrowing rate for each lease based on the approximate interest rate on a collateralized basis with similar remaining terms and payments as of the lease commencement date to determine the present value of future lease payments. Our lease terms may include options to extend or terminate the lease. Currently, it is not reasonably certain that we will exercise those options and therefore, we utilize the initial, noncancelable, lease term to calculate the lease assets and corresponding liabilities for all our leases. We have certain insignificant short-term leases with an initial term of twelve months or less that are not recorded in our condensed consolidated balance sheets. Operating right-of-use lease assets are classified as operating lease assets on our condensed consolidated balance sheets.We determine whether an arrangement is a lease at inception and classify it as finance or operating.All of our existing material leases are classified as operating leases. Our leases do not contain any residual value guarantees.

Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We have applied the practical expedient to combine fixed payments for non-lease components with our lease payments for all of our leases and account for them together as a single lease component, which increases the amount of our lease assets and corresponding liabilities. Payments under our lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities.

As part of our response to the COVID-19 pandemic and ongoing cost reduction efforts, we vacated a portion of our Irvine office and the remainder of our San Diego office. In the three months ended December 31, 2020, we recorded impairments of $2,215 to our operating right-of-use assets and certain related fixed assets associated with the vacated locations based on projected sublease rental income and estimated sublease commencement dates.

As part of a business restructuring plan implemented in June 2019, we vacated portions of certain leased locations and recorded impairments of $1,948 and $4,353 in the three and nine months ended December 31, 2019 to our operating right-of-use assets and certain related fixed assets associated with the vacated locations, or portions thereof, in Horsham, St. Louis, Irvine, and Atlanta based on projected sublease rental income and estimated sublease commencement dates.

The above impairment analyses were performed at the asset group level and the impairment charges were estimated by comparing the fair value of each asset group based on the expected cash flows to its respective book value. We determined the discount rate for each asset group based on the approximate interest rate on a collateralized basis with similar remaining terms and payments as of the impairment date. Significant judgment was required to estimate the fair value of each asset group and actual results could vary from the estimates, resulting in potential future adjustments to amounts previously recorded.

Operating lease costs are recognized on a straight-line basis over the lease term and included as a selling, general and administrative expense in the condensed consolidated statements of comprehensive income. Total operating lease costs were $2,624$2,568 and $2,026$2,624 for the three months ended December 31, 20192020 and 2018,2019, respectively. Total operating lease costs were $7,675$7,103 and $6,081$7,675 for the nine months ended December 31, 2020 and 2019, and 2018, respectively.


Components of operating lease costs are summarized as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

December 31, 2019

 

 

December 31, 2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating lease costs

 

$

2,469

 

 

$

7,146

 

 

$

2,118

 

 

$

2,469

 

 

$

6,302

 

 

$

7,146

 

Short-term lease costs

 

 

17

 

 

 

110

 

 

 

6

 

 

 

17

 

 

 

19

 

 

 

110

 

Variable lease costs

 

 

181

 

 

 

518

 

 

 

568

 

 

 

181

 

 

 

1,154

 

 

 

518

 

Less: Sublease income

 

 

(43

)

 

 

(99

)

 

 

(124

)

 

 

(43

)

 

 

(372

)

 

 

(99

)

Total operating lease costs

 

$

2,624

 

 

$

7,675

 

 

$

2,568

 

 

$

2,624

 

 

$

7,103

 

 

$

7,675

 

 


Supplemental cash flow information related to operating leases is summarized as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

December 31, 2019

 

 

December 31, 2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

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

 

$

3,014

 

 

$

8,494

 

 

$

5,297

 

 

$

3,014

 

 

$

11,561

 

 

$

8,494

 

Operating lease assets obtained in exchange for operating lease liabilities

 

 

534

 

 

 

5,858

 

 

 

 

 

 

534

 

 

 

3,107

 

 

 

5,858

 

 

We have operating lease agreements for our offices in the United States and India with lease periods expiring between calendar 2020 and 2026. As of December 31, 2019,2020, our operating leases had a weighted average remaining lease term of 4.53.9 years and a weighted average discount rate of 4.0%. Future minimum aggregate lease payments under operating leases as of December 31, 20192020 are summarized as follows:

 

For the year ended March 31,

 

 

 

 

 

 

 

 

2020 (remaining three months)

 

$

3,033

 

2021

 

 

12,176

 

2021 (remaining three months)

 

$

5,044

 

2022

 

 

11,562

 

 

 

11,679

 

2023

 

 

10,955

 

 

 

11,063

 

2024

 

 

9,045

 

 

 

9,201

 

2025

 

 

6,807

 

Thereafter

 

 

8,315

 

 

 

1,257

 

Total future lease payments

 

 

55,086

 

 

 

45,051

 

Less interest

 

 

(5,466

)

 

 

(3,362

)

Total lease liabilities

 

$

49,620

 

 

$

41,689

 

 

Future minimum lease payments (including interest) under non-cancelable operating leases as of March 31, 2019 are summarized as follows:

For the year ended March 31,

 

 

 

 

2020

 

$

10,511

 

2021

 

 

10,701

 

2022

 

 

10,161

 

2023

 

 

9,660

 

2024

 

 

7,730

 

Thereafter

 

 

8,097

 

Total obligations and commitments

 

$

56,860

 

As of December 31, 2019, we have entered into an office building lease in Cary, North Carolina as part of our acquisition of Medfusion, Inc. which will commence in February 2020.  This lease is not reflected in the table above.

 

5.6. Business Combinations

 

On October 4, 2019, we completed the acquisition of Topaz Information Systems, LLC ("Topaz") pursuant to the Membership Interest Purchase Agreement, dated October 4, 2019. Topaz is based in Phoenix, AZ and provides healthcare solutions to behavioral health and social services organizations that utilize the NextGen platform. Its extensive clinical content and domain expertise has been instrumental in our ability to compete and win. By combining our companies, we will beare positioned to provide the platform and domain expertise to deliver integrated and collaborative care in a re-energized behavioral health market. The preliminaryfinal purchase price of Topaz is summarized in the table below. The acquisition of Topaz was funded by cash flows from operations.

 

On December 6, 2019, we completed the acquisition of Medfusion, Inc. (“Medfusion”) pursuant to the Agreement and Plan of Merger, dated November 12, 2019. Headquartered in Cary, North Carolina, Medfusion provides software application services which enable healthcare providers to better serve its patients through enhanced communication. Services are delivered through a standard web browser and typically include features such as appointment scheduling, patient preregistration, prescription renewal, ask a clinician, website development, patient payment, and online bill payment. Medfusion is a portal and patient pay player with a focus on ambulatory services.  The preliminaryfinal purchase price of Medfusion is summarized in the table below. The acquisition of Medfusion was funded by a combination of borrowings against our revolving credit agreement (see Note 9)10) and cash flows from operations.

 


On December 17, 2019, we completed the acquisition of OTTO Health, LLC (“OTTO”), pursuant to the Agreement and Plan of Merger, dated December 11, 2019.  Based in Boulder, Colorado, OTTO is a telehealth platform that seamlessly integrates into EHRelectronic health records (“EHR”) systems allowing providers to have video visits with their patients as part of their normal workflows. OTTO partners closely with EHR providers to create a streamlined user experience, while maintaining the EHR/PMEHR and practice management system as the single source of truth. The preliminaryfinal purchase price of OTTO is summarized in the table below. The acquisition of OTTO was funded by a combination of borrowings against our revolving credit agreement (see Note 9)10) and cash flows from operations.

 

We accounted for the acquisitions as business combinations using the acquisition method of accounting. The purchase price allocation of the Topaz, Medfusion, and OTTO acquisitions are deemed to be preliminary. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The preliminary fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subjectDuring the nine months ended December 31, 2020, we recorded a $47 measurement period adjustment to change if additional information, such as changesMedfusion goodwill primarily related to deferred taxes and/orcertain working capital becomes available. We expect to finalizeadjustments in thepurchase price. The purchase price allocation as soon as practicable withinof the measurement period, but not later than one year following the acquisition date.Topaz, Medfusion, and OTTO acquisitions are considered final.

 

Goodwill represents the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill primarily represents, among other factors, the value of synergies expected to be realized and the assemblage of all assets that enable us to create new client relationships, neither of which qualify as separate amortizable intangible assets. Goodwill arising from the acquisitions of OTTO and Topaz are considered deductible for tax purposes, and goodwill arising from the acquisition of Medfusion is not deductible for tax purposes.

 

The total preliminaryfinal purchase price for the acquisitions of Topaz, Medfusion, and OTTO are summarized as follows:

 

Topaz

 

 

Medfusion

 

 

OTTO

 

 

 

 

 

 

 

 

 

 

 

 

Preliminary

 

 

Preliminary

 

 

Preliminary

 

Topaz

 

 

Medfusion

 

 

OTTO

 

Purchase Price

 

 

Purchase Price

 

 

Purchase Price

 

Purchase Price

 

 

Purchase Price

 

 

Purchase Price

 

Initial preliminary purchase price

$

8,000

 

 

$

43,000

 

 

$

22,000

 

Initial purchase price

$

8,000

 

 

$

43,000

 

 

$

22,000

 

Settlement of pre-existing net liabilities

 

1,671

 

 

 

24

 

 

 

19

 

 

1,671

 

 

 

24

 

 

 

19

 

Fair value of contingent consideration

 

1,850

 

 

 

 

 

 

 

 

1,850

 

 

 

 

 

 

 

Preliminary working capital adjustment

 

(424

)

 

 

(247

)

 

 

(59

)

Total preliminary purchase price

$

11,097

 

 

$

42,777

 

 

$

21,960

 

Working capital adjustment

 

(344

)

 

 

(148

)

 

 

(59

)

Total purchase price

$

11,177

 

 

$

42,876

 

 

$

21,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preliminary fair value of the net tangible assets acquired and liabilities assumed:

 

 

 

 

 

 

 

 

 

 

 

Fair value of the net tangible assets acquired and liabilities assumed:

 

 

 

 

 

 

 

 

 

 

 

Acquired cash and cash equivalents

$

359

 

 

$

204

 

 

$

102

 

$

353

 

 

$

204

 

 

$

102

 

Accounts receivable

 

1,577

 

 

 

968

 

 

 

51

 

 

1,528

 

 

 

986

 

 

 

51

 

Prepaid expense and other assets

 

139

 

 

 

695

 

 

 

42

 

 

139

 

 

 

387

 

 

 

79

 

Equipment and improvements

 

194

 

 

 

434

 

 

 

 

 

194

 

 

 

434

 

 

 

 

Operating lease assets

 

534

 

 

 

 

 

 

 

 

534

 

 

 

 

 

 

 

Accounts payable

 

(250

)

 

 

(1,360

)

 

 

(2

)

 

(224

)

 

 

(1,360

)

 

 

(2

)

Accrued compensation and related benefits

 

(155

)

 

 

(270

)

 

 

(123

)

 

(155

)

 

 

(270

)

 

 

(123

)

Contract liabilities

 

(370

)

 

 

(529

)

 

 

(11

)

 

(370

)

 

 

(529

)

 

 

(11

)

Deferred income tax liability

 

 

 

 

(1,068

)

 

 

 

 

 

 

 

(953

)

 

 

 

Operating lease liabilities

 

(240

)

 

 

 

 

 

 

 

(240

)

 

 

 

 

 

 

Operating lease liabilities, net of current

 

(360

)

 

 

 

 

 

 

 

(360

)

 

 

 

 

 

 

Other liabilities

 

(98

)

 

 

(334

)

 

 

(15

)

 

(102

)

 

 

(443

)

 

 

(26

)

Total preliminary net tangible assets acquired and liabilities assumed

 

1,330

 

 

 

(1,260

)

 

 

44

 

Preliminary fair value of identifiable intangible assets acquired:

 

 

 

 

 

 

 

 

 

 

 

Total net tangible assets acquired and liabilities assumed

 

1,297

 

 

 

(1,544

)

 

 

70

 

Fair value of identifiable intangible assets acquired:

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

5,267

 

 

 

23,187

 

 

 

19,516

 

 

5,380

 

 

 

23,570

 

 

 

19,490

 

Software technology

 

4,500

 

 

 

13,800

 

 

 

2,400

 

 

4,500

 

 

 

13,800

 

 

 

2,400

 

Customer relationships

 

 

 

 

6,800

 

 

 

 

 

 

 

 

6,800

 

 

 

 

Trademarks

 

 

 

 

250

 

 

 

 

Total preliminary identifiable intangible assets acquired

 

9,767

 

 

 

44,037

 

 

 

21,916

 

Total preliminary purchase price

$

11,097

 

 

$

42,777

 

 

$

21,960

 

Trade names

 

 

 

 

250

 

 

 

 

Total identifiable intangible assets acquired

 

9,880

 

 

 

44,420

 

 

 

21,890

 

Total purchase price

$

11,177

 

 

$

42,876

 

 

$

21,960

 

 


Under the provisions of the Topaz acquisition, we may pay up to an additional $2,000 of cash contingent consideration in the form of an earnout, subject to Topaz achieving certain operational targets through April 2021. The initial fair value of contingent consideration of $1,850 reflects an estimated earnout payment of $2,000 on a present value basis and was estimated based on the weighted probability of achieving the operational targets utilizing assumptions and inputs from Topaz management. As of December 31, 2019,2020, the fair value of the contingent consideration was $1,875,$1,975, which reflects an adjustment of $25$125 related to accretion of the present value discount. Additionally, the preliminary purchase price of Topaz includes $1,671 for the settlement of pre-existing liabilities related to pre-acquisition amounts due for products and services previously purchased from us and recognized by Topaz as accounts payable.  As a result of the acquisition, these accounts payable balances were effectively settled and accounted for as additional purchase consideration.

 

The software technology intangible assets acquired from Topaz will be amortized over 6 years.  

In connection with the Medfusion acquisition, the acquired software technology intangible assets will be amortized over 6 years, acquired customer relationships intangible assets will be amortized over 10 years, and acquired trademarkstrade names intangible assets will be amortized over 5 years.  The weighted average amortization period for the acquired Medfusion intangible assets is 7.3 years.

The software technology intangible assets acquired from OTTO will be amortized over 7 years.

 

The revenues, earnings, and pro forma effects of the Topaz, Medfusion, and OTTO acquisitions are not, and would not have been, material to our results of operations, individually and in aggregate, and the disclosure of such information is impracticable as we have already integrated certain aspects of each acquisition within our overall operations and expect for each acquisition to be fully integrated within a short timeframe.

6.7. Goodwill

We test goodwill for impairment annually during our first fiscal quarter, referred to as the annual test date.  We will also test for impairment between annual test dates if an event occurs or circumstances change that would indicate the carrying amount may be impaired. We have not identified any events or circumstances as of December 31, 20192020 that would require an interim goodwill impairment test.

We do not amortize goodwill as it has been determined to have an indefinite useful life. The carrying amount of goodwill as of December 31, 20192020 was $266,741, which reflects the acquisitions of Topaz, Medfusion and OTTO (see Note 5).$267,212. The carrying amount of goodwill as of March 31, 20192020 was $218,771.$267,165.

7.8. Intangible Assets

Our definite-lived intangible assets, other than capitalized software development costs, are summarized as follows:

 

 

December 31, 2019

 

 

Customer

 

 

 

 

 

 

Software

 

 

 

 

 

 

December 31, 2020

 

 

Relationships

 

 

Trademarks

 

 

Technology

 

 

Total

 

 

Customer

Relationships

 

 

Trade Names

 

 

Software

Technology

 

 

Total

 

Gross carrying amount

 

$

39,200

 

 

$

250

 

 

$

113,700

 

 

$

153,150

 

 

$

39,200

 

 

$

250

 

 

$

91,500

 

 

$

130,950

 

Accumulated amortization

 

 

(20,515

)

 

 

(4

)

 

 

(68,237

)

 

 

(88,756

)

 

 

(25,250

)

 

 

(55

)

 

 

(65,524

)

 

 

(90,829

)

Net intangible assets

 

$

18,685

 

 

$

246

 

 

$

45,463

 

 

$

64,394

 

 

$

13,950

 

 

$

195

 

 

$

25,976

 

 

$

40,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

March 31, 2020

 

 

 

 

 

 

Customer

 

 

Software

 

 

 

 

 

 

Customer

Relationships

 

 

Trade Names

 

 

Software

Technology

 

 

Total

 

 

 

 

 

 

Relationships

 

 

Technology

 

 

Total

 

Gross carrying amount

 

 

 

 

 

$

54,450

 

 

$

94,310

 

 

$

148,760

 

 

$

39,200

 

 

$

250

 

 

$

113,700

 

 

$

153,150

 

Accumulated amortization

 

 

 

 

 

 

(39,875

)

 

 

(56,290

)

 

 

(96,165

)

 

 

(21,951

)

 

 

(17

)

 

 

(73,373

)

 

 

(95,341

)

Net intangible assets

 

 

 

 

 

$

14,575

 

 

$

38,020

 

 

$

52,595

 

 

$

17,249

 

 

$

233

 

 

$

40,327

 

 

$

57,809

 

 

Amortization expense related to customer relationships and trademarkstrade names recorded as operating expenses in the condensed consolidated statements of net income and comprehensive income was $964$1,112 and $1,027$964 for the three months ended December 31, 20192020 and 2018,2019, respectively. Amortization expense related to software technology recorded as cost of revenue was $4,681$4,344 and $4,288$4,681 for the three months ended December 31, 20192020 and 2018,2019, respectively.

Amortization expense related to customer relationships and trademarkstrade names recorded as operating expenses in the condensed consolidated statements of net income and comprehensive income was $2,694$3,336 and $3,316$2,694 for the nine months ended December 31, 20192020 and 2018,2019, respectively. Amortization expense related to software technology recorded as cost of revenue was $13,257$14,352 and $12,863$13,257 for the nine months ended December 31, 20192020 and 2018,2019, respectively.


The following table summarizes the remaining estimated amortization of definite-lived intangible assets as of December 31, 2019:2020:

 

 

Estimated Remaining Amortization Expense

 

 

Estimated Remaining Amortization Expense

 

 

Operating

Expense

 

 

Cost of

Revenue

 

 

Total

 

 

Operating

Expense

 

 

Cost of

Revenue

 

 

Total

 

For the year ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020 (remaining three months)

 

$

1,449

 

 

$

5,136

 

 

$

6,585

 

2021

 

 

4,449

 

 

 

16,661

 

 

 

21,110

 

2021 (remaining three months)

 

$

1,112

 

 

$

2,310

 

 

$

3,422

 

2022

 

 

3,525

 

 

 

8,873

 

 

 

12,398

 

 

 

3,525

 

 

 

8,873

 

 

 

12,398

 

2023

 

 

2,820

 

 

 

5,154

 

 

 

7,974

 

 

 

2,820

 

 

 

5,154

 

 

 

7,974

 

2024

 

 

2,279

 

 

 

3,573

 

 

 

5,852

 

 

 

2,279

 

 

 

3,573

 

 

 

5,852

 

2025 and beyond

 

 

4,409

 

 

 

6,066

 

 

 

10,475

 

2025

 

 

1,846

 

 

 

3,573

 

 

 

5,419

 

2026 and beyond

 

 

2,563

 

 

 

2,493

 

 

 

5,056

 

Total

 

$

18,931

 

 

$

45,463

 

 

$

64,394

 

 

$

14,145

 

 

$

25,976

 

 

$

40,121

 

 

8.9. Capitalized Software Costs

Our capitalized software costs are summarized as follows:

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2020

 

 

March 31, 2020

 

Gross carrying amount

 

$

73,763

 

 

$

59,782

 

 

$

91,243

 

 

$

75,212

 

Accumulated amortization

 

 

(34,085

)

 

 

(21,927

)

 

 

(50,153

)

 

 

(38,208

)

Net capitalized software costs

 

$

39,678

 

 

$

37,855

 

 

$

41,090

 

 

$

37,004

 

During the nine months ended December 31, 2020, we retired $2,882 of fully amortized capitalized software costs that are no longer being utilized by our client base.

 

Amortization expense related to capitalized software costs was $4,282$4,975 and $2,811$4,282 for the three months ended December 31, 20192020 and 2018,2019, respectively, and is recorded as cost of revenue in the condensed consolidated statements of net income and comprehensive income.

Amortization expense related to capitalized software costs was $12,962$14,828 and $7,703$12,962 for the nine months ended December 31, 20192020 and 2018,2019, respectively.

The following table presents the remaining estimated amortization of capitalized software costs as of December 31, 2019.2020. The estimated amortization is comprised of (i) amortization of released products and (ii) the expected amortization for products that are not yet available for sale based on their estimated economic lives and projected general release dates.

 

For the year ended March 31,

 

 

 

 

 

 

 

 

2020 (remaining three months)

 

$

5,800

 

2021

 

 

19,800

 

2021 (remaining three months)

 

$

8,300

 

2022

 

 

9,800

 

 

 

19,800

 

2023

 

 

4,278

 

 

 

9,600

 

2024

 

 

3,390

 

Total

 

$

39,678

 

 

$

41,090

 

 

9.10. Line of Credit

On March 29, 2018, we entered into a $300,000 amended and restated revolving credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as syndication agent, and certain other agents and lenders. The Credit Agreement replaces our prior $250,000 revolving credit agreement originally entered into on January 4, 2016 (“Original Credit Agreement”)The Credit Agreement provides a subfacility of up to $10,000 for letters of credit and a subfacility of up to $10,000 for swing-line loans and also includes a $100,000 accordion feature that provides us with the ability to obtain up to $400,000 in the aggregate of revolving credit commitments and/or term loans upon satisfaction of certain conditions.

The Credit Agreement matures on March 29, 2023 and the full balance of the revolving loans and all other obligations under the agreement must be paid at that time. In addition, we are required to prepay the revolving loan balance if at any time the aggregate principal amount outstanding under the Credit Agreement exceeds the aggregate commitments thereunder. The Credit Agreement is secured by substantially all of our existing and future property. The revolving loans under the Credit Agreement will be available for letters of credit, permitted acquisitions, working capital and general corporate purposes. We were in compliance with all financial and non-financial covenants under the Credit Agreement as of December 31, 2019.2020.


As of December 31, 2019,2020, we had $37,000$29,000 in outstanding loans and $263,000$271,000 of unused credit under the Credit Agreement. As of March 31, 2019,2020, we had $11,000$129,000 in outstanding loans under the Credit Agreement.


Interest expense related to the Credit Agreement was $253$452 and $516$253 for the three months ended December 31, 20192020 and 2018,2019, respectively. Amortization of deferred debt issuance costs was $177 and $177 for the three months ended December 31, 20192020 and 2018,2019, respectively.

Interest expense related to the Credit Agreement was $758$2,308 and $1,657$758 for the nine months ended December 31, 20192020 and 2018,2019, respectively. Amortization of deferred debt issuance costs was $532 and $532 for the nine months ended December 31, 20192020 and 2018,2019, respectively.

 

10.11. Composition of Certain Financial Statement Captions

Accounts receivable includes billed amounts where the right to receive payment is unconditionalCash, cash equivalents, and only subject to the passage of time. Undelivered products and servicesrestricted cash are includedsummarized as a component of the contract liabilities balance on the accompanying condensed consolidated balance sheets.follows:

 

 

 

December 31, 2019

 

 

March 31, 2019

 

Accounts receivable, gross

 

$

83,270

 

 

$

93,513

 

Allowance for doubtful accounts

 

 

(3,539

)

 

 

(6,054

)

Accounts receivable, net

 

$

79,731

 

 

$

87,459

 

 

 

December 31, 2020

 

 

March 31, 2020

 

Cash and cash equivalents

 

$

89,523

 

 

$

138,012

 

Restricted cash and cash equivalents

 

 

4,208

 

 

 

2,307

 

Cash, cash equivalents, and restricted cash

 

$

93,731

 

 

$

140,319

 

 

Inventory is comprised of computer systems and components.

Prepaid expenses and other current assets are summarized as follows:

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2020

 

 

March 31, 2020

 

Prepaid expenses

 

$

15,591

 

 

$

15,548

 

 

$

16,145

 

 

$

18,025

 

Capitalized commissions costs

 

 

6,638

 

 

 

4,816

 

 

 

8,791

 

 

 

7,053

 

Other current assets

 

 

872

 

 

 

462

 

 

 

1,138

 

 

 

1,227

 

Prepaid expenses and other current assets

 

$

23,101

 

 

$

20,826

 

 

$

26,074

 

 

$

26,305

 

 

Equipment and improvements are summarized as follows:

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2020

 

 

March 31, 2020

 

Computer equipment

 

$

33,423

 

 

$

28,923

 

 

$

33,493

 

 

$

34,756

 

Internal-use software

 

 

17,536

 

 

 

17,084

 

 

 

17,882

 

 

 

17,796

 

Furniture and fixtures

 

 

12,415

 

 

 

11,660

 

 

 

11,540

 

 

 

12,477

 

Leasehold improvements

 

 

15,972

 

 

 

15,150

 

 

 

15,360

 

 

 

13,681

 

Equipment and improvements, gross

 

 

79,346

 

 

 

72,817

 

 

 

78,275

 

 

 

78,710

 

Accumulated depreciation and amortization

 

 

(57,342

)

 

 

(51,413

)

 

 

(63,266

)

 

 

(58,874

)

Equipment and improvements, net

 

$

22,004

 

 

$

21,404

 

 

$

15,009

 

 

$

19,836

 

 

Other assets are summarized as follows:

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2020

 

 

March 31, 2020

 

Capitalized commission costs

 

$

17,318

 

 

$

14,781

 

 

$

18,827

 

 

$

17,537

 

Deposits

 

 

5,884

 

 

 

5,318

 

 

 

5,726

 

 

 

6,074

 

Debt issuance costs

 

 

2,301

 

 

 

2,834

 

 

 

1,591

 

 

 

2,124

 

Other noncurrent assets

 

 

8,270

 

 

 

9,545

 

 

 

9,856

 

 

 

7,921

 

Other assets

 

$

33,773

 

 

$

32,478

 

 

$

36,000

 

 

$

33,656

 

 

Accrued compensation and related benefits are summarized as follows:

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2020

 

 

March 31, 2020

 

Accrued bonus

 

$

20,692

 

 

$

10,396

 

Accrued vacation

 

$

9,246

 

 

$

9,893

 

 

 

10,653

 

 

 

10,469

 

Accrued bonus

 

 

11,632

 

 

 

11,598

 

Accrued commissions

 

 

3,410

 

 

 

3,418

 

 

 

4,212

 

 

 

2,087

 

Accrued payroll

 

 

1,021

 

 

 

754

 

Accrued payroll and other

 

 

4,445

 

 

 

840

 

Accrued compensation and related benefits

 

$

25,309

 

 

$

25,663

 

 

$

40,002

 

 

$

23,792

 

 


Other current liabilities are summarized as follows:

 

 

December 31, 2019

 

 

March 31, 2019

 

 

December 31, 2020

 

 

March 31, 2020

 

Sales returns reserves and other customer liabilities

 

$

6,575

 

 

$

7,838

 

 

$

9,267

 

 

$

6,395

 

Accrued employee benefits and withholdings

 

 

7,891

 

 

 

3,002

 

Accrued hosting costs

 

 

7,468

 

 

 

4,652

 

Care services liabilities

 

 

5,696

 

 

 

1,443

 

 

 

4,208

 

 

 

2,307

 

Customer credit balances and deposits

 

 

4,071

 

 

 

3,988

 

 

 

4,001

 

 

 

4,260

 

Accrued hosting costs

 

 

2,971

 

 

 

4,674

 

Accrued self insurance expense

 

 

2,823

 

 

 

2,225

 

Accrued legal expense

 

 

2,820

 

 

 

2,119

 

Accrued outsourcing costs

 

 

2,444

 

 

 

2,128

 

 

 

2,112

 

 

 

2,378

 

Accrued employee benefits and withholdings

 

 

2,379

 

 

 

2,426

 

Accrued EDI expense

 

 

2,122

 

 

 

2,037

 

 

 

1,978

 

 

 

3,511

 

Contingent consideration related to acquisitions

 

 

1,400

 

 

 

1,000

 

 

 

1,975

 

 

 

 

Accrued consulting and outside services

 

 

1,380

 

 

 

3,874

 

 

 

1,959

 

 

 

2,520

 

Sales tax payable

 

 

1,123

 

 

 

509

 

Accrued legal expense

 

 

1,080

 

 

 

699

 

Accrued self insurance expense

 

 

1,870

 

 

 

2,054

 

Accrued royalties

 

 

719

 

 

 

3,090

 

 

 

982

 

 

 

3,113

 

Deferred rent and related lease obligations

 

 

 

 

 

2,196

 

Accrued taxes payable

 

 

726

 

 

 

1,222

 

Other accrued expenses

 

 

4,148

 

 

 

2,937

 

 

 

3,847

 

 

 

3,819

 

Other current liabilities

 

$

38,931

 

 

$

41,064

 

 

$

51,104

 

 

$

41,352

 

 

 

 

 

 

 

 

 

Deferred payroll taxes

 

$

3,817

 

 

$

 

Uncertain tax positions

 

 

1,203

 

 

 

1,203

 

Contingent consideration related to acquisitions

 

 

 

 

 

1,900

 

Other liabilities

 

 

211

 

 

 

178

 

Other noncurrent liabilities

 

$

5,231

 

 

$

3,281

 

 

 

11.12. Income Taxes

The benefit of income taxes in the three months ended December 31, 20192020 was $1,403 and the provision for$169, reflecting an effective tax rate benefit of 57.3%. The benefit of income taxes in the three months ended December 31, 20182019 was $456. The$1,403, reflecting an effective tax rate benefit wasof 46.6% for the three months ended December 31, 2019 and the effective tax rate was 8.6% for the three months ended December 31, 2018.. The decreaseincreased benefit in the effective tax rate for the three months ended December 31, 20192020 compared to the prior year period was primarily due to an increase in the increased nettax benefit offor research and development credits whereby the research and development credits,credit remained consistent on a gross basis compared to the prior year while annualized estimated pretax book income decreased. This benefit was partially offset by nondeductible stock option related expenses,a decrease of various discrete return to provision benefits and higher nondeductible officer’s compensation, and reservescompensation.

The provision for uncertain tax position. Additionally, due to the differenceincome taxes in the amount of income before taxes, the impact of the rate reconciliation items on the effective tax rate was more significant in the threenine months ended December 31, 2019.

2020 was $149, reflecting an effective tax rate of 1.5%. The benefit of income taxes in the nine months ended December 31, 2019 was $1,274, and the provision for income taxes in the nine months ended December 31, 2018 was $2,794. Thereflecting an effective tax rate benefit wasof 12.2% for the nine months ended December 31, 2019 and the effective tax rate was 12.0% for the nine months ended December 31, 2018.. The decreaseincrease in the effective tax rate for the nine months ended December 31, 20192020 compared to the prior year periodbenefit was primarily due to the increased net benefitdecrease of the research and development credits and other one-timevarious discrete return to provision benefits, partially offset by an increase of nondeductible stock option related expenses. Additionally, due to the difference in the amount of income before taxes, the impact of the rate reconciliation items on the effective tax rate was more significant in the nine months ended December 31, 2019.expense.

The deferred tax assets and liabilities are presented net in the accompanying condensed consolidated balance sheets as noncurrent. We expect to receive the full benefit of the deferred tax assets recorded, with the exception of certain state credits and state net operating loss carryforwards, for which we have recorded a valuation allowance.

Uncertain tax positions

We had unrecognized tax benefits of $3,564$4,748 and $2,894$4,192 related to various federal, state and local income tax matters as of December 31, 20192020 and March 31, 2019,2020, respectively. The unrecognized benefits consisted of liabilities of $1,658$1,103 and $1,680$1,203 and reserves against deferred tax assets of $1,906$3,645 and $1,218$2,989 as of December 31, 20192020 and March 31, 2019,2020, respectively. If recognized, this amount would reduce our effective tax rate.

We are no longer subject to United States federal income tax examinations for tax years before fiscal year ended 2015.2017. With a few exceptions, we are no longer subject to state or local income tax examinations for tax years before fiscal year ended 2014.2016. We do not anticipate the total unrecognized tax benefits to significantly change due to the settlement of audits or the expiration of statute of limitations within the next twelve months.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the Consolidated Appropriations Act, 2021 (“Stimulus Bill”), signed into law on March 27, 2020 and December 27, 2020, respectively, have resulted in significant changes to the U.S. federal corporate tax law. Additionally, several state and foreign jurisdictions have enacted additional legislation and or comply with federal changes. We have considered the applicable tax law changes and recognized the impact in our quarterly income tax provision, as applicable.


12.13. Earnings per Share

The dual presentation of “basic” and “diluted” earnings per share is provided below. Share amounts below are in thousands.

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Earnings per share — Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,415

 

 

$

4,824

 

 

$

11,740

 

 

$

20,566

 

 

$

464

 

 

$

4,415

 

 

$

10,095

 

 

$

11,740

 

Weighted-average shares outstanding — Basic

 

 

65,493

 

 

 

64,637

 

 

 

65,304

 

 

 

64,308

 

 

 

66,943

 

 

 

65,493

 

 

 

66,644

 

 

 

65,304

 

Net income per common share — Basic

 

$

0.07

 

 

$

0.07

 

 

$

0.18

 

 

$

0.32

 

 

$

0.01

 

 

$

0.07

 

 

$

0.15

 

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share — Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,415

 

 

$

4,824

 

 

$

11,740

 

 

$

20,566

 

 

$

464

 

 

$

4,415

 

 

$

10,095

 

 

$

11,740

 

Weighted-average shares outstanding

 

 

65,493

 

 

 

64,637

 

 

 

65,304

 

 

 

64,308

 

 

 

66,943

 

 

 

65,493

 

 

 

66,644

 

 

 

65,304

 

Effect of potentially dilutive securities

 

 

171

 

 

 

139

 

 

 

212

 

 

 

191

 

 

 

197

 

 

 

171

 

 

 

5

 

 

 

212

 

Weighted-average shares outstanding — Diluted

 

 

65,664

 

 

 

64,776

 

 

 

65,516

 

 

 

64,499

 

 

 

67,140

 

 

 

65,664

 

 

 

66,649

 

 

 

65,516

 

Net income per common share — Diluted

 

$

0.07

 

 

$

0.07

 

 

$

0.18

 

 

$

0.32

 

 

$

0.01

 

 

$

0.07

 

 

$

0.15

 

 

$

0.18

 

 

The computation of diluted net income per share does not include 1,771806 and 2,5321,771 options to acquire shares of common stock for the three months ended December 31, 20192020 and December 31, 2018,2019, respectively, because their inclusion would have an anti-dilutive effect on net income per share.

The computation of diluted net income per share does not include 8762,585 and 1,913876 options to acquire shares of common stock for the nine months ended December 31, 20192020 and December 31, 2018,2019, respectively, because their inclusion would have an anti-dilutive effect on net income per share.

 

13.14. Share-Based Awards

Employee Stock Option and Incentive Plans

In October 2005, our shareholders approved a stock option and incentive plan (the “2005 Plan”) under which 4,800,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares, performance units (including performance options) and other share-based awards. The 2005 Plan provides that our employees and directors may, at the discretion of the Board of Directors ("Board") or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the 2005 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the 2005 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the 2005 Plan, awards under the 2005 Plan will fully vest under certain circumstances. The 2005 Plan expired on May 25, 2015. As of December 31, 2019,2020, there were 227,920170,720 outstanding options under the 2005 Plan.

In August 2015, our shareholders approved a stock option and incentive plan (the “2015 Plan”) under which 11,500,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards, performance stock awards and other share-based awards. In August 2017, our shareholders approved an amendment to our 2015 Equity Incentive Plan, (the “Amended 2015 Plan”), to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 6,000,000, which was further amended in August 2019 as approved by our shareholders, to, among other items, increase the number of shares of common stock reserved for issuance thereunder by an additional 3,575,000. The Amended 2015 Plan provides that our employees and directors may, at the discretion of the Board or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the Amended 2015 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the Amended 2015 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the Amended 2015 Plan, awards under the Amended 2015 Plan will fully vest under certain circumstances. As of December 31, 2019,2020, there were 2,774,3302,683,864 outstanding options, 1,990,3262,375,654 outstanding shares of restricted stock awards, 23,1880 outstanding shares of performance stock awards, and 8,073,5052,183,732 shares available for future grant under the Amended 2015 Plan.


The following table summarizes the stock option transactions during the nine months ended December 31, 2019:2020:

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

Average

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

Exercise

 

 

Remaining

 

 

Intrinsic

 

 

 

 

 

 

Exercise

 

 

Remaining

 

 

Intrinsic

 

Employee Stock Options Summary

 

Number of

 

 

Price

 

 

Contractual

 

 

Value

 

 

Number of

 

 

Price

 

 

Contractual

 

 

Value

 

 

Shares

 

 

per Share

 

 

Life (years)

 

 

(in thousands)

 

 

Shares

 

 

per Share

 

 

Life (years)

 

 

(in thousands)

 

Outstanding, March 31, 2019

 

 

3,166,525

 

 

$

15.36

 

 

 

5.5

 

 

$

7,040

 

Outstanding, March 31, 2020

 

 

3,001,350

 

 

$

14.83

 

 

 

4.7

 

 

$

 

Exercised

 

 

(55,325

)

 

 

15.87

 

 

 

4.6

 

 

$

138

 

 

 

(53,416

)

 

 

16.03

 

 

 

4.5

 

 

$

81

 

Forfeited/Canceled

 

 

(74,550

)

 

 

23.46

 

 

 

1.7

 

 

 

 

 

 

 

(47,350

)

 

 

18.58

 

 

 

3.9

 

 

 

 

 

Expired

 

 

(34,400

)

 

 

43.04

 

 

 

 

 

 

 

 

 

 

 

(46,000

)

 

 

29.17

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2019

 

 

3,002,250

 

 

$

14.83

 

 

 

4.9

 

 

$

5,075

 

Vested and expected to vest, December 31, 2019

 

 

2,799,809

 

 

$

14.83

 

 

 

4.9

 

 

$

4,767

 

Exercisable, December 31, 2019

 

 

1,781,728

 

 

$

14.82

 

 

 

4.6

 

 

$

3,217

 

Outstanding, December 31, 2020

 

 

2,854,584

 

 

$

14.51

 

 

 

4.0

 

 

$

10,804

 

Vested and expected to vest, December 31, 2020

 

 

2,777,042

 

 

$

14.49

 

 

 

3.9

 

 

$

10,559

 

Exercisable, December 31, 2020

 

 

2,378,995

 

 

$

14.38

 

 

 

3.8

 

 

$

9,298

 

 

Share-based compensation expense related to stock options was $603 and $976 for the three months ended December 31, 2020 and 2019, respectively. Share-based compensation expense related to stock options was $1,962 and $2,925 for the nine months ended December 31, 2020 and 2019, respectively.

Non-vested stock option award activity during the nine months ended December 31, 20192020 is summarized as follows:

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Grant-Date

 

 

 

 

 

 

Grant-Date

 

Non-Vested Stock Option Award Summary

 

Number of

 

 

Fair Value

 

 

Number of

 

 

Fair Value

 

 

Shares

 

 

per Share

 

 

Shares

 

 

per Share

 

Outstanding, March 31, 2019

 

 

1,845,855

 

 

$

5.52

 

Outstanding, March 31, 2020

 

 

1,091,672

 

 

$

5.67

 

Vested

 

 

(616,283

)

 

 

5.34

 

 

 

(589,183

)

 

 

5.39

 

Forfeited/Canceled

 

 

(9,050

)

 

 

6.45

 

 

 

(26,900

)

 

 

6.80

 

Outstanding, December 31, 2019

 

 

1,220,522

 

 

$

5.61

 

Outstanding, December 31, 2020

 

 

475,589

 

 

$

5.96

 

 

As of December 31, 2019, $5,0932020, $2,048 of total unrecognized compensation costs related to stock options is expected to be recognized over a weighted-average period of 1.60.9 years. This amount does not include the cost of new options that may be granted in future periods or any changes in our forfeiture percentage. The total fair value of options vested during the nine months ended December 31, 2020 and 2019 was $3,175 and 2018 was $3,290, and $3,335, respectively.

Restricted stock awards activity during the nine months ended December 31, 20192020 is summarized as follows:

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Grant-Date

 

 

 

 

 

 

Grant-Date

 

Restricted Stock

 

Number of

 

 

Fair Value

 

 

Number of

 

 

Fair Value

 

 

Shares

 

 

per Share

 

 

Shares

 

 

per Share

 

Outstanding, March 31, 2019

 

 

1,715,958

 

 

$

16.29

 

Outstanding, March 31, 2020

 

 

2,312,780

 

 

$

16.74

 

Granted

 

 

1,082,148

 

 

 

17.90

 

 

 

1,183,863

 

 

 

11.78

 

Vested

 

 

(656,590

)

 

 

16.45

 

 

 

(921,267

)

 

 

16.57

 

Canceled

 

 

(151,190

)

 

 

16.92

 

 

 

(199,722

)

 

 

15.47

 

Outstanding, December 31, 2019

 

 

1,990,326

 

 

$

17.07

 

Outstanding, December 31, 2020

 

 

2,375,654

 

 

$

14.44

 

 

Share-based compensation expense related to restricted stock awards was $3,364$4,203 and $3,168$3,364 for the three months ended December 31, 20192020 and 2018,2019, respectively. Share-based compensation expense related to restricted stock awards was $10,373$12,392 and $7,921$10,373 for the nine months ended December 31, 20192020 and 2018,2019, respectively.

The weighted-average grant date fair value for the restricted stock awards was estimated using the market price of the common stock on the date of grant. The fair value of the restricted stock awards is amortized on a straight-line basis over the vesting period, which is generally between one to three years.

As of December 31, 2019, $26,3342020, $26,728 of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of 1.9 years. This amount does not include the cost of new restricted stock awards that may be granted in future periods.  


On December 29, 2016, the Compensation Committee of the Board granted 123,082 performance stock awards to certain executive officers, all of which 23,188 shares are currently outstanding.have vested as of December 31, 2020. The performance stock awards vest in four equal increments on each of the first four anniversaries of the grant date, subject in each case to the executive officer’s continued service and achievement of certain Company performance goals, including strong Company stock price performance. Share-based compensation expense related to the performance stock awards was $62$61 and $185$62 for the three and nine months ended December 31, 2020 and 2019, respectively. Share-based compensation expense related to the performance stock awards was $74$184 and $215$185 for the three and nine months ended December 31, 2018,2020 and 2019, respectively.

On October 23, 2018, the Compensation Committee of the Board approved 248,140 performance stock unit awards to be granted to certain executives and non-executive members of the executive leadership team, which vest only in the event certain performance goals are achieved and with continuous service through the date the goals are certified. Approximately 34% of the performance stock units are tied to our cumulative 3-year total shareholder return, 33% are tied to our fiscal year 2021 revenue, and 33% are tied to our fiscal year 2021 adjusted earnings per share goals, each as specifically defined in the equity award agreements. The number of shares to be issued may vary between 50% and 200% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved. The weighted-average grant date fair value of the awards related to the cumulative 3-year total shareholder return was $17.84 per share, which was estimated using a Monte Carlo-based valuation model for the awards based on total shareholder returnreturn. The fair value of the awards related to the revenue and adjusted earnings per share goals was estimated using a probability-adjusted target achievement rate combined with the market price of the common stock on the date of grant for the awards based on revenue and earnings per share targets. awards. Share-based compensation expense related to the performance stock unit awards tied to the revenue and adjusted earnings per share goals was not significant. Share-based compensation expense related to the performance stock unit awards tied to total shareholder return was $114 for both the three months ended December 31, 2020 and 2019. Share-based compensation expense related to the performance stock unit awards tied to total shareholder return was $343 for both the nine months ended December 31, 2020 and 2019.   

On December 26, 2019 and January 27, 2020, the Compensation Committee of the Board approved 160,028279,587 performance stock unit awards to be granted to certain executives and non-executive members of the executive leadership team, which vest only in the event certain performance goals are achieved and with continuous service through the date the goals are certified. Approximately 80% of the performance stock units are tied to the Company’s fiscal year 2021 revenue goal and 20% are tied to the Company’s fiscal year 2022 revenue goal. Performance stock unit awards funded for fiscal year 2021 and fiscal year 2022 revenue performance will be modified for cumulative 3-year total shareholder return (“TSR”) on the three-year grant anniversary, which is also the cliff vest date. The number of shares to be issued may vary between 50%42.5% and 150%172.5% of the number of performance stock units depending on performance, including TSR, and no such shares will be issued if threshold performance is not achieved. The weighted-average grant date fair value of the awards was $16.02 per share, which was estimated using a Monte Carlo-based valuation model for the awards based on total shareholder return and using a probability adjusted achievement rate combined with the market price of the common stock on the date of grant for the awards based on revenue targets. Share-based compensation expense related to the performance stock unit awards was $417 and $1,042 for the three and nine months ended December 31, 2020, respectively.  

On October 26, 2020, the Compensation Committee of the Board approved 408,861 performance stock unit awards to be granted to certain executives and non-executive members of the executive leadership team, which vest only in the event certain performance goals are achieved and with continuous service through the date the goals are certified.  Approximately 80% of the performance stock units are tied to the Company’s fiscal year 2022 revenue goal and 20% are tied to the Company’s fiscal year 2023 revenue goal. Performance stock unit awards funded for fiscal year 2022 and fiscal year 2023 revenue performance will be modified for cumulative 3-year total shareholder return (“TSR”) on the three-year grant date anniversary, which is also the cliff vest date. The number of shares to be issued may vary between 8.5% and 199.5% of the number of target performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved. The weighted-average grant date fair value of the awards was $16.25 per share, which was estimated using a Monte Carlo-based valuation model for the awards based on total shareholder return and using a probability adjusted achievement rate combined with the market price of the common stock on the date of grant for the awards based on revenue targets. Share-based compensation expense related to the performance stock unit awards was not significant.  $429 for the three months ended December 31, 2020.

Employee Share Purchase Plan

On August 11, 2014, our shareholders approved an Employee Share Purchase Plan (the “Purchase Plan”) under which 4,000,000 shares of common stock were reserved for future grant.  The Purchase Plan allows eligible employees to purchase shares through payroll deductions of up to 15% of total base salary at a price equal to 90% of the lower of the fair market values of the shares as of the beginning or the end of the corresponding offering period.  Any shares purchased under the Purchase Plan are subject to a six-month holding period.  Employees are limited to purchasing no more than 1,500 shares on any single purchase date and no more than $25 in total fair market value of shares during any one calendar year. As of December 31, 2019,2020, we have issued 547,444722,172 shares under the Purchase Plan and 3,452,5563,277,828 shares are available for future issuance.

Share-based compensation expense recorded for the employee share purchase plan was $105 and $123 for both the three months ended December 31, 20192020 and 2018,2019, respectively. Share-based compensation expense recorded for the employee share purchase plan was $336$409 and $355$336 for the nine months ended December 31, 2020 and 2019, and 2018, respectively.


14.15. Concentration of Credit Risk

We had cash deposits at United States banks and financial institutions which exceeded federally insured limits at December 31, 2019.2020. We are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the institutions; however, we do not anticipate non-performance by these institutions.

 


15.16. Commitments, Guarantees and Contingencies

 

Commitments and Guarantees

Our software license agreements include a performance guarantee that our software products will substantially operate as described in the applicable program documentation for a period of 365 days after delivery. To date, we have not incurred any significant costs associated with our performance guarantee or other related warranties and do not expect to incur significant warranty costs in the future. Therefore, no accrual has been made for potential costs associated with these warranties. Certain arrangements also include performance guarantees related to response time, availability for operational use, and other performance-related guarantees. Certain arrangements also include penalties in the form of maintenance credits should the performance of the software fail to meet the performance guarantees. To date, we have not incurred any significant costs associated with these warranties and do not expect to incur significant warranty costs in the future. Therefore, no accrual has been made for potential costs associated with these warranties.

We historically have accepted sales returns under limited circumstances. We estimate expected sales returns and other forms of variable consideration considering our customary business practice and contract-specific facts and circumstances, and we consider such estimated potential returns as variable consideration when allocating the transaction price to the extent it is probable that there will not be a significant reversal of cumulative revenue recognized.

Our standard sales agreements contain an indemnification provision pursuant to which we shall indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with any United States patent, any copyright or other intellectual property infringement claim by any third-party with respect to our software. As we have not incurred any significant costs to defend lawsuits or settle claims related to these indemnification agreements, we believe that our estimated exposure on these agreements is currently minimal. Accordingly, we have no liabilities recorded for these indemnification obligations.

Hussein Litigation

On October 7, 2013, a complaint was filed against our Company and certain of our officers and directors in the Superior Court of the State of California for the County of Orange, captioned Ahmed D. Hussein v. Sheldon Razin, Steven Plochocki, Quality Systems, Inc. and Does 1-10, inclusive, No. 30-2013-00679600-CU-NP-CJC, by Ahmed Hussein, a former director and significant shareholder of our Company. We filed aAfter the court sustained our demurrer to the initial complaint, which the Court granted on April 10, 2014. AnHussein filed an amended complaint was filed on April 25, 2014. The amended complaint generally alleges fraud and deceit, constructive fraud, negligent misrepresentation and breach of fiduciary duty in connection with statements made to our shareholders regarding our financial condition and projected future performance. The amended complaint seeks actual damages, exemplary and punitive damages and costs. We filed a demurrer to the amended complaint. On July 29, 2014, the Court sustained the demurrer with respect to theHussein’s breach of fiduciary duty claim,claims were dismissed on demurrer, and overruled the demurrer with respect to the fraud and deceit claims. On August 28, 2014, we filed an answer and also filed a cross-complaint against Hussein, alleging that he breached fiduciary duties owed to the Company, Mr. Razin and Mr. Plochocki. Mr. Razin and Mr. Plochocki have dismissed their claims against Hussein, leaving QSI asCompany. On September 16, 2015, the sole plaintiff in the cross-complaint. On June 26, 2015, we filed a motion forCourt granted summary judgment with respect to Hussein’s remaining claims, whichdismissing all claims against us. The cross-complaint against Hussein went to trial, but the Court granted on September 16, 2015, dismissing alljudgment in favor of Hussein’s claims against us. On September 23, 2015, Hussein filed an application for reconsideration of the Court's summary judgment order, which the Court denied. Hussein filed a renewed application for reconsideration of the Court’s summary judgment order on August 3, 2017. The Court again denied Hussein’s application. On October 28, 2015, May 9, 2016, and August 5, 2016, Hussein filed a motion for summary judgment, motion for summary adjudication, and motion for judgment on the pleadings, respectively, seeking to dismiss our cross-complaint. The Court denied each motion. Trial on our cross-complaint began June 12, 2017. On July 26, 2017, the Court issued a statement of decision granting Hussein’s motion for judgment on our cross-complaint. Final judgment over Hussein’s claims and our cross-claims was entered on January 9, 2018. Hussein has noticed his appeal ofappealed the order granting summary judgment over his claims, and we noticed a cross-appeal onappealed the court’s statement of decision granting Hussein’s motion for judgment on our cross-complaint. On October 8, 2019, the California State Court of Appeal for the Fourth Appellate District, Division Three, reversed the Superior Court’s grant of summary judgment againston Hussein’s affirmative claims and affirmed the trial court’s judgement after a bench trial againston the Company on itsCompany’s breach of fiduciary duty claims against Hussein. We petitioned the California Court of Appeal to rehear the matter with respect to Hussein’s affirmative claims. The Court modified its opinion but denied the Company’s rehearing petition on November 7, 2019. We filed a petition for review with the Supreme Court of California on November 18, 2019, which was denied on January 15, 2020. As a result, the case will returnhas returned to the trial court for resolution. A scheduleresolution of Hussein’s claims against us. Previously scheduled trial dates have been postponed due to the ongoing pandemic, and a new trial date has yet to be set.  Separately, Hussein has issued an arbitration demand seeking indemnification for proceedings before the trial court has not yet been established.fees he incurred defending against our cross-complaint. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this claim.matter.


Shareholder Derivative Litigation

On September 28, 2017, a complaint was filed against our Company and certain of our current and former officers and directors in the United States District Court for the Central District of California, captioned Kusumam Koshy, derivatively on behalf of Quality Systems Inc. vs. Craig Barbarosh, George H. Bristol, James C. Malone, Peter M. Neupert, Morris Panner, D. Russell Pflueger, Steven T. Plochocki, Sheldon Razin, Lance E. Rosenzweig, Paul A. Holt, and Quality Systems, Inc., No. 8:17-cv-01694, by Kusumam Koshy, a purported shareholder of ours. The complaint alleges breach of fiduciary duties and abuse of control, as well as unjust enrichment and insider selling by individual directors arising out of the allegations described above under the caption “Hussein Litigation” and a related, now-settled, federal securities class action, as well as the Company’s adoption of revised indemnification agreements, and the resignation of certain officers of the Company. The complaint seeks restitution and disgorgement, court costs and attorneys’ fees, and enhanced corporate governance reforms and internal control procedures. On January 12, 2018, Defendants filed a motion to dismiss the derivative complaint.  On July 25, 2018, the Court dismissed the complaint with prejudice. On August 24, 2018, the plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. Briefing was completed in May 2019 and a hearing on the appeal was held on December 12, 2019. On December 19, 2019, the Ninth Circuit affirmed the District Court’s dismissal in its entirety. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this claim until plaintiff exhausts her appellate remedies.

Other Regulatory Matters

Commencing in April 2017, we have received requests for documents and information from the United States Attorney's Office for the District of Vermont and other government agencies in connection with an investigation concerning the certificationcertifications we obtained for our software under the United States Department of Health and Human Services' Electronic Health Record (EHR) Incentive Program.Program and our marketing programs for such software. The investigation and requests for information relate to, among other things: (a) payments received by our clients in connection with the EHR Incentive Program, (b) data used to determine objectives and measures under the Meaningful Use (MU) and the Physician Quality Reporting System (PQRS) programs, (b)(c) EHR software code used in certifying our software and information, and (c)(d) payments provided for the referral of EHR business. We continue to cooperate in this investigation. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this matter. Requests and investigations of this nature may lead to future requests for information and ultimately the assertion of claims or the commencement of legal proceedings against us, as well as other material liabilities. In addition, our responses to these and any future requests require time and effort, which can result in additional cost to us. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this matter.  Given the highly-regulated nature of our industry, we may, from time to time, be subject to similar subpoenas, requests for information, or investigations from various government agencies. agencies. It is our practice to respond to such matters in a cooperative, thorough and timely manner.

 

16.17. Restructuring Plan

 

In June 2019,May 2020, we implementedannounced a business restructuring plandecision to execute a reduction in our workforce of less than 3% as part of our continued effortswell as other temporary cost reductions in response to preserve and grow the value of the Company through client-focused innovations while reducing our cost structure. As part of the restructuring, we reduced our total workforce by approximately 4% primarily within the research and development function and intend to expand on our research and development resources in India. COVID-19 pandemic. We recorded $546 and $2,428$2,562 of restructuring costs, consisting of payroll-related costs, such as severance, outplacement costs, and continuing healthcare coverage, associated with the involuntary separation of employees pursuant to a one-time benefit arrangement, for the nine months ended December 31, 2020 within operating expenses in our condensed consolidated statements of net income and comprehensive income. These amounts were accrued when it was probable that the benefits would be paid, and the amounts were reasonably estimable. The payroll-related costs were substantially paid as of December 31, 2020. 

In the three and nine months ended December 31, 2019, respectively, within operating expenses in our condensed consolidated statementswe recorded $546 and $2,428 of comprehensive income. The restructuring costs, consistedrespectively, consisting primarily of payroll-related costs, such as severance, outplacement costs, and continuing healthcare coverage, associated with the involuntary separation of employees pursuant to a one-time benefit arrangement. These amounts were accrued when it was probable that the benefits would bearrangement, as part of a business restructuring plan implemented in June 2019.

18. Subsequent Events

In January 2021, we paid and the amounts were reasonably estimable. As of December 31, 2019, the remaining liability associated with payroll-related costs was $257, which we expect to be substantially paid duringoutstanding balance of $29,000 against the fourth quarter of fiscal 2020.

In connection with the restructuring plan, we also vacated portions of certain leased locations and recorded impairments of$1,948 and $4,353 in the three and nine months ended December 31, 2019, respectively, to our operating right-of-use assets and certain related fixed assets associated with the vacated locations, or portions thereof, in North Canton, San Diego, Horsham, St. Louis, Irvine, and Atlanta, based on projected sublease rental income and estimated sublease commencement dates. We are actively marketing each of these vacated locations for sublease. The impairment analysis was performed at the asset group level and the impairment charge was estimated by comparing the fair value of each asset group based on the expected cash flows to its respective book value. We determined the discount rate for each asset group based on the approximate interest rate on a collateralized basis with similar remaining terms and payments as of the impairment date. Significant judgment was required to estimate the fair value of each asset group and actual results could vary from the estimates, resulting in potential future adjustments to amounts previously recorded.

Credit Agreement.


Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q ("Report") and certain information incorporated herein by reference contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Report, other than statements that are purely historical, are forward-looking statements.  Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may,” and similar expressions also identify forward-looking statements. These forward-looking statements include, without limitation, discussions of the impact of the COVID-19 pandemic and measures taken in response thereto, as well as our product development plans, business strategies, future operations, financial condition and prospects, developments in and the impacts of government regulation and legislation including, without limitation, The American Recovery and Reinvestment Act, the Patient Protection and Affordable Care Act, and the Medicare Access and CHIP Reauthorization Act of 2015, uncertainties related to the future impact of United States tax reform, and market factors influencing our results. Our expectations, beliefs, objectives, intentions and strategies regarding our future results are not guarantees of future performance and are subject to risks and uncertainties, both foreseen and unforeseen, that could cause actual results to differ materially from results contemplated in our forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to continue to develop new products and increase systems sales in markets characterized by rapid technological evolution, consolidation, and competition from larger, better-capitalized competitors. Many other economic, competitive, governmental and technological factors could affect our ability to achieve our goals, and interested persons are urged to review any risks that may be described in “Item 1A. Risk Factors” as set forth herein and other risk factors appearing in our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 20192020 (“Annual Report”), as supplemented by additional risk factors, if any, in our interim filings on our Quarterly Reports on Form 10-Q, as well as in our other public disclosures and filings with the Securities and Exchange Commission ("SEC"). Because of these risk factors, as well as other variables affecting our financial condition and results of operations, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.  We assume no obligation to update any forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Report. Each of the terms “NextGen Healthcare,” “NextGen,” “we,” “us,” “our,” or the “Company” as used throughout this Report refers collectively to NextGen Healthcare, Inc. and its wholly-owned subsidiaries, unless otherwise indicated.

This management's discussion and analysis of financial condition and results of operations ("MD&A") is provided as a supplement to the condensed consolidated financial statements and notes thereto included elsewhere in this Report in order to enhance your understanding of our results of operations and financial condition and should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and related notes thereto included elsewhere in this Report. Historical results of operations, percentage margin fluctuations and any trends that may be inferred from the discussion below are not necessarily indicative of the operating results for any future period.

Company Overview

NextGen Healthcare is a leading provider of ambulatory-focused healthcare software and services solutions.that empower ambulatory healthcare practices to manage the risk and complexity of delivering care in the rapidly evolving U.S. healthcare system. Our combination of technological breadth, depth and domain expertise makes us a preferred solution provider and trusted advisor for our clients. In pursuit ofaddition to highly configurable core clinical and financial capabilities, our mission to empower the transformation of ambulatory care, we provide innovative technology-basedportfolio includes tightly integrated solutions that help ourdeliver on ambulatory healthcare imperatives including: population health, care management, patient outreach, telemedicine and nationwide clinical information exchange.

We serve clients succeed while they are managing more complexityacross all 50 states. Our approximately 100,000 providers deliver care in nearly every medical specialty in a wide variety of practice models including accountable care organizations (“ACOs”), independent physician associations (“IPAs”), managed service organizations (“MSOs”), Veterans Service Organizations (“VSOs”), and assuming greater financial risk.

Dental Service Organizations (“DSOs”). Our clients spaninclude some of the ambulatorylargest and most progressive multi-specialty groups in the country. With the recent addition of behavioral health to our strong medical and oral health capabilities, we continue to extend our share not only in Federally Qualified Health Centers (“FQHCs”), but also in the emerging integrated care market from small single specialty practices to larger multi-specialty organizations. We have fully integrated our solutions so that our clients are able to provide their patients with comprehensive services utilizing a single platform. Our highly interoperable platform allows ambulatory practices to thrive especially in complex, heterogeneous healthcare communities where frictionless clinical data exchange is required to coordinate and optimize patient care.  market.

NextGen Healthcare has historically enhanced our solutionsoffering through both organic and inorganic activities. In October 2015, we divested our former Hospital Solutions division to focus exclusively on the ambulatory marketplace. In January 2016, we acquired HealthFusion Holdings, Inc. and its cloud-based electronic health record and practice management solution. In April 2017, we acquired Entrada, Inc. and its cloud-based, mobile platform for clinical documentation and collaboration. In August 2017, we acquired EagleDream Health, Inc. and its cloud-based population health analytics solution. In January 2018, we acquired Inforth Technologies for its specialty-focused clinical content. In October 2019, we acquired Topaz Information Systems, LLC ("Topaz"(“Topaz”) for its behavioral health solutions. In December 2019, we acquired Medfusion, Inc.(“Medfusion”) for its Patient Experience Platform (i.e., patient experience platformportal, self-scheduling, and patient pay) capabilities and OTTO Health, LLC (“OTTO”) for its integrated virtual care solutions.solutions, notably telemedicine. The integration of these acquired technologies havehas made NextGen Healthcare’s solutions among the most comprehensive and powerful in the market.

The CompanyOur company was incorporated in California in 1974. Previously named Quality Systems, Inc., the Companywe changed itsour corporate name to NextGen Healthcare, Inc. in September 2018. Our principal offices are located at 18111 Von Karman Ave., Suite 800, Irvine, California, 92612, and our principal website is www.nextgen.com. We operate on a fiscal year ending on March 31.


Trends

Industry Background, Regulatory Environment, and Events in Our BusinessMarket Opportunity

We believe that the trends and events described below have contributed to our consolidated results of operations and may continue to impact our future results.

Over the last decade, the ambulatory healthcare market has experienced significant regulatory change, which has driven the need for improved technology to enable practice transformation and technology advancements.transformation. Recognizing that it was imperative to digitize the American health system to stem the escalating cost of healthcare and improve the quality of care being delivered, Congress enacted the Health Information Technology for Economic and Clinical Health Act in 2009 (“HITECH Act”). The legislation stimulated healthcare organizations to not only adopt electronic health records, but to use them to collect discrete data that could be used to drive quality care. This standardization supported early pay for reportingpay-for-reporting and pay-for-performance programs.


In 2010, the Affordable Care Act (“ACA”) established the roadmap for shifting American healthcare from volume (fee-for-service) to a value-based care (“VBC”) system that rewards improved outcomes at lower costs (fee-for-value). This was followed by the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”), bipartisan legislation that further changed the way Medicare rewards clinicians for value vs. volume. Initially focused on government-funded care, the domain of the Centers for Medicare & Medicaid Services (“CMS”), these programs are now firmly established on the commercial insurance side of the industry as well.

VBC created the need for a new category of healthcare information technology (“HIT”) tools that could be used to identify and treat groups of patients, or cohorts, based on risk. Population Health Management (“PHM”) tools support these needs by identifying patient risk, engaging patients, coordinating care, and determining when interventions are needed to improve clinical and financial outcomes. TheAccording to estimates from Frost & Sullivan in May 2020, the United States PHM market was estimated at $3.1 billion in 2018 and is expected to more than doublereach $9.4 billion in total revenue by 2022.2022, representing a compound annual growth rate (“CAGR”) of 28% from 2017.

Importantly, the introduction of VBC programs was only an element of the broader approach to reducing healthcare expenditure. It was also accompanied by significant reductions in Medicare spending with a projected reduction of $218$253 billion in payments by 2028,2029, as reported by RevCycle Intelligence.Intelligence in October 2019. The drive to reduce costs initially led to consolidation in the healthcare system that was followed by a significant shift of care from the inpatient to the outpatient setting as more care is being moved to this lower cost environment.outpatient setting. Ambulatory care settingssurgery centers (ASCs) have become an essential component of comprehensive, low cost distributed care. In 2018,According to an October 2019 report from ResearchandMarkets, ASCs continue to perform more than half of all U.S. outpatient volumes reached over 3.5 billion encounterssurgical procedures and are forecastedexpected to growsee greater volumes as the number of outpatient procedures increases by an estimated 15% by 2028, as reported by Becker’s Health IT and CIO Report. The independent physicians’ practices segment2028. From 2015 to 2022, the proportion of outpatient cases performed in ASCs is expected to generate more revenueincrease across most service lines with the largest jump (10%) to occur in spine procedures. Among other factors, consumerism is set to play a major role in driving ASC volume increases, as procedures performed in ASCs cost an average of 58% less than non-affiliated hospitals as it accepts electronic health records integrated PHM programs for better primary and follow-up care, as reported by Frost & Sullivan.the same procedure in a hospital outpatient department. The need to sustain revenue has made it extremely important for practices to secure their patient market share, elevating patient loyalty to be a significant determinant of provider success. In addition to being loyal, groups participating in value-based contracts realized that patients also needed to be engaged in their care and interested in improving their own health. The need to attract, retain and engage patients has made patient experience one of the most important aspects of evolving care delivery in the United States. Capturing patient market share and thriving in a market driven by VBC requires both an integrated platform and a full view of the patient population’s clinical and cost data, neither of which could be accomplished without new technologies to collect and analyze multi-sourced patient data. Effectively implemented, these new technologies allow organizations to enhance financial viability while exercising the freedom to join, affiliate, integrate or interoperate in ways that maximize strategic control.

Although the HITECH Act led to the successful adoption of electronic health records, many in the healthcare industry were dissatisfied with the level of exchange of health information between different providers and across different software platforms. With the passing of the MACRA law in 2015, the U.S. Congress declared it a national objective to achieve widespread exchange of health information through interoperable certified EHR technology. Then, in December 2016, the 21st Century Cures Act (“Cures Act”) was passed and signed into law. Among many other policies, the law includes numerous provisions intended to encourage nationwide interoperability.

In March 2020, the HHS Office of the National Coordinator for Health Information Technology (“ONC”) released a final regulation which implements the key interoperability provisions included in the Cures Act. The rule calls on developers of certified EHRs to adopt standardized application programming interfaces (“APIs”) and to meet a list of other new certification and maintenance of certification requirements in order to maintain financial success with shifting reimbursement rulesapproved federal government certification status.

The ONC rule also implements the information blocking provisions of the Cures Act, including identifying reasonable and shrinking reimbursement,necessary activities that do not constitute information blocking. Under the Cures Act, HHS has the regulatory authority to investigate and assess civil monetary penalties of up to $1,000,000 against certified health IT developers found to be in violation of “information blocking.”

The new regulations will require significant compliance efforts for healthcare providers, information networks, exchanges, and HIT companies. However, CURES also creates opportunities for improving care delivery and outcomes through increased data exchange between providers, and easier patient access to their own health information. Key to unlocking these benefits is the introduction of new Fast Healthcare Interoperability Resources (“FHIR”) standards. ONC’s goal is for certified HIT companies to


adopt FHIR-based API standards. Meanwhile, CMS is requiring hospitals to provide electronic admission, discharge and transfer notification to other healthcare facilities, providers and designated care team members.

Through the expansion of our NextGen® Share interoperability services platform and API partner marketplace, we believewill address the increased demand for managed services, including revenue cycle management (“RCM”) services, hosting, transcriptionmoving and scribe services, alignedsharing patient data from the EHR easily, quickly and integrated with clinical technology solutions, will increasesecurely. Interoperability improves patient experience and care coordination, enhances patient safety, and reduces costs. We are also expanding resources such as educational webinars, blogs and videos on interoperability to help educate and support healthcare providers.

In recent years, there has been incremental investment to improve the delivery of behavioral healthcare. One of the central drivers of this investment has been the opioid epidemic which claims more than 70,000 lives a year in the coming years.United States. The integrated care model previously prevalent mainly in FQHCs, a model which calls for integration of behavioral health and primary care in single care settings, has also gained momentum. Both behavioral health and the integrated care workflows require broad, purpose built, tailored HIT capabilities, many of which are supported by the NextGen platform.

Based on these trends, successful clients must undertake the following imperatives: 1) ensure healthy predictable financial outcomes, 2) provide high quality care at a lower cost in a risk-bearing environment, 3) ensure engaged and loyal patients, and 4) optimize clinician productivity while deploying HIT solutions, 5) support frictionless interoperability.  

1.

Manage patient experience and engagement

2.

Align incentives and energize clinicians

3.

Maximize and shape financial outcomes

4.

Assume risk and drive commercial advantage

5.

Optimize workflows with data exchange  

Our Strategy

We striveempower the accelerating transformation of ambulatory care by delivering solutions that enable groups to be successful under all models of care, including emerging value-based care in which providers assume risk while minimizing risk. We primarily serve groups that focus on delivering care in ambulatory settings, and do so across diverse practice sizes, specialties, and business constructs. In addition to traditional medical specialties, we participate actively with groups that deliver oral (dental) and behavioral healthcare, and with those that combine these in the trusted partneremerging model for integrated care.

Our configurability enables groups to drive commercial advantage with creative workflows for patient access, patient-provider interactions, clinical workflows and care coordination. At the same time, our automation helps drive variability and cost out of the back office by accommodating exacting regulatory, billing and reporting requirements. We embrace both the art and science of delivering healthcare in the transforming U.S. healthcare system.

We believe that the ability to interoperate in a complex, heterogeneous healthcare ecosystem is one of the keys to providing great care and healthy financial outcomes. Because we interoperate with the major stakeholders across the U.S. healthcare system and power many of the nation’s Health Information Exchanges (“HIEs”), we help keep patient data more secure, promote continuity of care, lower the cost of care delivery and perhaps most importantly improve the patient experience.

We recognize that patient experience drives patient engagement and that engaged patients have better outcomes. Consequently, much of our activity over the last few years has been informed by the emergence of the patient as an active, involved consumer. Our solutions help our clients of all sizes, integratingcreate a holistic, personalized care experience that drive loyalty and satisfaction.

We surround our technical solutions with implementation and optimization services and software intoprovide business process outsourcing with managed hosting and revenue cycle management services. With some of our most sophisticated clients, we have been asked to share the breadth of our experience as they shape their strategies. We believe that this sort of engagement, acting as a consolidated solution that enablesvirtual extension of our clients’ leadership teams, is an efficient and effective caregiver and patient experience while driving positive financial outcomes.  important step along our journey to becoming a trusted advisor.

As aone of the leading healthcare information technology and services company,players in the U.S. ambulatory marketplace, we plan to continue investing in our current capabilities as well as building and/or acquiring new capabilities as we guide our clients through an evolving healthcare marketplace that is transitioning from fee-for-servicethe market’s transformation. We expect to fee-for-value reimbursement models. With approximately 90,000 providers using our solutions, we are enabling care and believe we can truly transformcontinue to empower the deliverytransformation of care through the following strategic priorities:

 

Focus on the ambulatory client segment. In October 2015, we sold our former Hospital Solutions division to focus on our core ambulatory clients. Further,Be a recent operational reorganization better allows us to serve the needs of our ambulatory clients through a simpler, more nimble,learning organization and focused organization. We believe it is essential to protect, build and sell new capabilities within our ambulatory client segment. We are focused on our core by increasing quality and the serviceability of our solutions. We intend to continue to enhance the capabilities of our NextGen Ambulatory flagship product. At the same time, we intend to expand the capabilitytransform ahead of the highly scalable, pure cloud-based and mobile-enabled NextGen® Office platform.industry

 

Platform asBe a service.trusted advisor With the introduction of our API 2.0 framework and our continued leverage of the Mirth interoperability platform, we will continue our evolution to plug and play extensibility and information sharing that allowsfor our customers to innovate and deploy high-fidelity extensions to our core applications without the costs, risks (security, performance, etc.) or complexity commonly associated with direct binding. We have also introduced platform-enabled automation capabilities to empower our clients to drive cost out of their processes while supporting their needs to implement the highly personalized workflows that are required to support value based care. Our acquisition of Entrada and its cloud-based, mobile application in April 2017 demonstrates our commitment to innovation that becomes essential for practitioners by improving their clinical productivity with documentation support services that seamlessly integrate into their electronic health record. We believe there is significant opportunity to extend the solutions we offer existing and new clients through value-added services such as RCM and EDI.prospects

 

Population health softwareDeliver breadth, depth and services.configurability We are migrating into applications, analytics and services that willto enable our clients to proactively manage the health of patient populations. We are establishing strong development partnerships with our most innovative customers who are actively participating in shared-risk contracts, and working together with them to create progressive population health capabilities. We support extraordinary information sharing capabilities vital to managing patient populations through our interoperability offerings.effectively execute their strategies

Use automation to drive variability and cost from our clients’ operations

Drive real innovation in patient experience and patient-provider interactions

Help our clients be recognized as interoperability leaders in their regions and areas of specialty

Integrate new capabilities (whether organic or inorganic) more quickly and successfully than others.


Critical Accounting Policies

COVID-19 Update

In late 2019, the emergence of a novel coronavirus, or COVID-19, was reported and Estimatesin January 2020, the World Health Organization (“WHO”), declared it a Public Health Emergency of International Concern. In March 2020, the WHO escalated COVID-19 as a pandemic. We proactively responded to the pandemic by creating an executive task force to monitor the COVID-19 situation daily and immediately restricted non-essential travel and migrated to a fully remote workforce while maintaining complete operational effectiveness. Shortly thereafter, and in line with guidance provided by government agencies and international organizations, we restricted travel, mandated a work-from-home policy across our global workforce, and moved in-person client-facing events to virtual ones.

Since the COVID-19 pandemic began, numerous cases and deaths have been reported globally. In addition to the socioeconomic disruption caused by the pandemic, both treatment and suppression measures stressed the very fabric of the U.S. healthcare system in some geographies, exacerbating some of the existing challenges with capacity, balance and reimbursement. Among the measures to slow the spread of the disease and flatten the curve in line with healthcare system capacity was social/physical distancing. The discussionneed to access care while still social distancing was addressed early on with the limited use of virtual visits and analysiswas energized when the federal government reduced regulatory barriers and addressed payment parity between virtual and in-person visits. With these tailwinds, telemedicine quickly became regarded as a safer way for patients and providers to engage each other while also relieving economic pressure on the medical practice. We believe that the uptake of telemedicine will transcend COVID-19 and that virtual visits will become a permanent and important change in the way care is delivered. Keeping patients out of the transit system, out of the waiting room and away from other sick patients is simply good medicine.

We also believe that ambulatory practices will emerge from the pandemic with a clearer appreciation of the importance of business continuity and will turn to NextGen more often for managed services. Consequently, we expect to see increased subscription of our condensedrevenue cycle management services, managed hosting, and our emerging capabilities for managed clinical and administrative services.

Since the mid-March 2020 timing of government orders to shelter in place and restrict non-essential medical services, the COVID-19 pandemic caused declines in patient volume. This negatively impacted our revenue in the fourth quarter of 2020, most notably for purchases of software and hardware. The impact of the disruption also impacted the first half of fiscal 2021 primarily in managed services and EDI, which are volume driven. As the impact of the pandemic and related restrictive measures began to subside late in the fiscal 2021 first half and beyond, we expect that patient volume and thus revenue will return to more normal levels. Based on our overall financial health and the opportunity in front of us, we made some important decisions on how to approach the first two quarters of fiscal 2021, which included executing cost reductions with a primary goal of mitigating COVID-19 based impacts to earnings. Most of these cost reductions were temporary as we believed that preserving our employee base, organizational momentum, and robust capabilities for the near future will be a win for the Company and our shareholders.

Still, the broader implications of the global emergence of COVID-19 on our business, operating results, and overall financial performance remain uncertain and may depend on certain developments, including the duration and spread of the outbreak, impact on our clients and our sales cycles, impact on our partners or employees, and impact on the economic environment and financial markets, all of which are uncertain and cannot be predicted. We are conducting business as usual with certain modifications to employee travel, employee work locations, and marketing events, among other modifications. We have observed other companies taking precautionary and preemptive actions to address COVID-19, and the effects it has had and is expected to have on business and the economy. We expect that our customers and potential customers will continue to take actions to reduce operating expenses and moderate cash flows, including by delaying sales and requesting extended billing and payment terms. We will continue to actively monitor the situation and may take further actions that we determine are in the best interests of our employees, customers, partners, suppliers, and shareholders.

We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 at December 31, 2020 and through the date of this Report. The accounting matters assessed included, but were not limited to, our allowances for doubtful accounts and the carrying value of goodwill and other long-lived assets. While there was not a material impact to our consolidated financial statements at and resultsfor the quarter ended December 31, 2020, our future assessment of operations is based uponthe magnitude and duration of COVID-19, as well as other factors could result in material impacts to our condensed consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors we believe to be reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. On a regular basis, we review the accounting policies and update our assumptions, estimates, and judgments, as needed, to ensure that our condensed consolidated financial statements are presented fairly and in accordance with GAAP. Actual results could differ materially from our estimates under different assumptions or conditions. To the extent that there are material differences between our estimates and actual results, our financial condition or results of operations will be affected.future reporting periods.

We describe our significant accounting policies in Note 1, “Summary of Significant Accounting Policies,” of our notes to consolidated financial statements included in our Annual Report. We discuss our critical accounting policies and estimates in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report.

We adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) and its subsequent amendments (together “ASC 842”) during the quarter ended June 30, 2019 using the transition approach provided for under ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which allowed us to apply the new lease standard as of April 1, 2019, rather than the beginning of the earliest period presented. ASC 842 supersedes ASC 840 and requires the recognition of leased arrangements on the balance sheet as right-of-use assets and liabilities pertaining to the rights and obligations created by the leased assets. Refer to Note 4, "Leases" of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information regarding our adoption of ASC 842.

There have been no other material changes in our significant accounting policies or critical accounting policies and estimates since the fiscal year ended March 31, 2019.


Results of Operations

The following table sets forth the percentage of revenue represented by each item in our condensed consolidated statements of net income and comprehensive income for the three and nine months ended December 31, 20192020 and 20182019 (certain percentages below may not sum due to rounding):

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring

 

 

90.6

%

 

 

89.7

%

 

 

90.3

%

 

 

89.7

%

 

 

90.5

%

 

 

90.6

%

 

 

90.5

%

 

 

90.3

%

Software, hardware, and other non-recurring

 

 

9.4

 

 

 

10.3

 

 

 

9.7

 

 

 

10.3

 

 

 

9.5

 

 

 

9.4

 

 

 

9.5

 

 

 

9.7

 

Total revenues

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring

 

 

37.9

 

 

 

36.7

 

 

 

37.9

 

 

 

36.3

 

 

 

38.2

 

 

 

37.9

 

 

 

38.2

 

 

 

37.9

 

Software, hardware, and other non-recurring

 

 

5.1

 

 

 

5.0

 

 

 

4.9

 

 

 

5.3

 

 

 

4.8

 

 

 

5.1

 

 

 

4.6

 

 

 

4.9

 

Amortization of capitalized software costs and acquired intangible assets

 

 

6.5

 

 

 

5.4

 

 

 

6.5

 

 

 

5.2

 

 

 

6.6

 

 

 

6.5

 

 

 

7.1

 

 

 

6.5

 

Total cost of revenue

 

 

49.5

 

 

 

47.1

 

 

 

49.3

 

 

 

46.8

 

 

 

49.6

 

 

 

49.5

 

 

 

49.8

 

 

 

49.3

 

Gross profit

 

 

50.5

 

 

 

52.9

 

 

 

50.7

 

 

 

53.2

 

 

 

50.4

 

 

 

50.5

 

 

 

50.2

 

 

 

50.7

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

31.1

 

 

 

31.6

 

 

 

30.2

 

 

 

30.5

 

 

 

34.5

 

 

 

31.1

 

 

 

31.9

 

 

 

30.2

 

Research and development costs, net

 

 

14.5

 

 

 

15.8

 

 

 

15.3

 

 

 

15.5

 

 

 

12.8

 

 

 

14.5

 

 

 

13.1

 

 

 

15.3

 

Amortization of acquired intangible assets

 

 

0.7

 

 

 

0.8

 

 

 

0.7

 

 

 

0.8

 

 

 

0.8

 

 

 

0.7

 

 

 

0.8

 

 

 

0.7

 

Impairment of assets

 

 

1.4

 

 

 

0.0

 

 

 

1.1

 

 

 

0.0

 

 

 

1.6

 

 

 

1.4

 

 

 

0.5

 

 

 

1.1

 

Restructuring costs

 

 

0.4

 

 

 

0.0

 

 

 

0.6

 

 

 

0.0

 

 

 

0.0

 

 

 

0.4

 

 

 

0.6

 

 

 

0.6

 

Total operating expenses

 

 

48.2

 

 

 

48.2

 

 

 

47.9

 

 

 

46.8

 

 

 

49.7

 

 

 

48.2

 

 

 

47.0

 

 

 

47.9

 

Income from operations

 

 

2.4

 

 

 

4.7

 

 

 

2.8

 

 

 

6.4

 

 

 

0.7

 

 

 

2.4

 

 

 

3.2

 

 

 

2.8

 

Interest income

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

Interest expense

 

 

(0.3

)

 

 

(0.6

)

 

 

(0.3

)

 

 

(0.6

)

 

 

(0.4

)

 

 

(0.3

)

 

 

(0.7

)

 

 

(0.3

)

Other income (expense), net

 

 

0.1

 

 

 

(0.2

)

 

 

0.1

 

 

 

0.1

 

 

 

0.0

 

 

 

0.1

 

 

 

0.0

 

 

 

0.1

 

Income before provision for (benefit of) income taxes

 

 

2.2

 

 

 

4.0

 

 

 

2.6

 

 

 

5.9

 

 

 

0.2

 

 

 

2.2

 

 

 

2.5

 

 

 

2.6

 

Provision for (benefit of) income taxes

 

 

(1.0

)

 

 

0.3

 

 

 

(0.3

)

 

 

0.7

 

 

 

(0.1

)

 

 

(1.0

)

 

 

0.0

 

 

 

(0.3

)

Net income

 

 

3.2

%

 

 

3.7

%

 

 

2.9

%

 

 

5.2

%

 

 

0.3

%

 

 

3.2

%

 

 

2.4

%

 

 

2.9

%

 


Revenues

The following table presents our disaggregated revenues for the three and nine months ended December 31, 20192020 and 20182019 (in thousands):

  

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Recurring revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription services

 

$

33,163

 

 

$

30,035

 

 

$

94,718

 

 

$

87,618

 

 

$

37,958

 

 

$

33,163

 

 

$

110,185

 

 

$

94,718

 

Support and maintenance

 

 

39,936

 

 

 

39,714

 

 

 

118,948

 

 

 

120,556

 

 

 

37,914

 

 

 

39,936

 

 

 

114,537

 

 

 

118,948

 

Managed services

 

 

26,830

 

 

 

24,251

 

 

 

77,730

 

 

 

74,048

 

 

 

27,395

 

 

 

26,830

 

 

 

76,106

 

 

 

77,730

 

Electronic data interchange and data services

 

 

24,858

 

 

 

23,446

 

 

 

73,427

 

 

 

71,548

 

 

 

24,976

 

 

 

24,858

 

 

 

72,628

 

 

 

73,427

 

Total recurring revenues

 

 

124,787

 

 

 

117,446

 

 

 

364,823

 

 

 

353,770

 

 

 

128,243

 

 

 

124,787

 

 

 

373,456

 

 

 

364,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software, hardware, and other non-recurring revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software license and hardware

 

 

7,210

 

 

 

9,217

 

 

 

22,563

 

 

 

26,013

 

 

 

7,908

 

 

 

7,210

 

 

 

20,662

 

 

 

22,563

 

Other non-recurring services

 

 

5,743

 

 

 

4,204

 

 

 

16,471

 

 

 

14,605

 

 

 

5,601

 

 

 

5,743

 

 

 

18,515

 

 

 

16,471

 

Total software, hardware and other non-recurring revenues

 

 

12,953

 

 

 

13,421

 

 

 

39,034

 

 

 

40,618

 

 

 

13,509

 

 

 

12,953

 

 

 

39,177

 

 

 

39,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

137,740

 

 

$

130,867

 

 

$

403,857

 

 

$

394,388

 

 

$

141,752

 

 

$

137,740

 

 

$

412,633

 

 

$

403,857

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring revenues as a percentage of total revenues

 

 

90.6

%

 

 

89.7

%

 

 

90.3

%

 

 

89.7

%

 

 

90.5

%

 

 

90.6

%

 

 

90.5

%

 

 

90.3

%


 

We generate revenue from sales of licensing rights and subscriptions to our software solutions, hardware and third-party software products, support and maintenance, managed services, electronic data interchange (“EDI”) and data services, and other non-recurring services, including implementation, training, and consulting services performed for clients who use our products.

Consolidated revenue for the three months ended December 31, 20192020 increased $6.9$4.0 million compared to the prior year period due to a $7.4$3.5 million increase in recurring revenues partially offset byand a $0.5 million decreaseincrease in software, hardware and other non-recurring revenues. The increase in recurring revenues was due to a $4.8 million increase in subscription services, $0.6 million increase in managed services, and $0.1 increase in EDI and data services, partially offset by a $2.0 million decrease in support and maintenance. The increase in subscription services was primarily due to growth in subscriptions associated with our patient experience and telehealth platforms, including incremental revenues from the acquisitions of Medfusion and OTTO, our NextGen Office cloud-based solutions, mobile solutions, and population health solutions, partially offset by a decrease in core NextGen SaaS solutions. The increase in managed services revenue was primarily due to an increase in hosting services and our patient pay services revenue from our acquisition of Medfusion, partially offset by a decrease in revenue cycle management revenues due to client attrition. Support and maintenance decreased due to client attrition and our transition to a recurring subscription-based model that we announced in May 2020. The increase in non-recurring services revenue was primarily driven by the completion of professional services projects.

Consolidated revenue for the nine months ended December 31, 20192020 increased $9.5$8.8 million compared to the prior year period due to a $11.1$8.6 million increase in recurring revenues partially offset byand a $1.6$0.2 million decreaseincrease in software, hardware and other non-recurring revenues. The increase in recurring revenues for the three and nine months ended December 31, 2019 compared to the prior year period was primarily driven by a $15.5 million increase in subscription services, revenue relatedpartially offset by a $4.4 million decrease in support and maintenance, $1.6 million decrease in managed services, and a $0.8 million decrease in EDI and data services. The increase in subscription services was primarily due to our acquisitions of Topaz and Medfusion during the quarter and highergrowth in subscriptions associated with our patient experience and telehealth platforms, including incremental revenues from the acquisitions of Medfusion and OTTO, our population health solutions, mobile solutions, connected health and analytics andinteroperability solutions, NextGen Office cloud-based solutions. Our managed services revenue increased due to higher revenues from both revenue cycle managementsolutions, and managed cloud services. The increase in our EDI and data services revenue was due mostly to growth in the transaction volume.core NextGen SaaS solutions. The decrease in support and maintenance revenue for the nine months ended December 31, 2019 compared to 2019 was primarily due to higher client attrition.attrition and our transition to a recurring subscription-based model. The decrease in managed services was primarily due to client attrition and lower patient volumes directly associated with the COVID-19 pandemic, partially offset by increases in hosting services, and patient pay services related to our acquisition of Medfusion. EDI and data services decreased due to lower patient volumes directly associated with the COVID-19 pandemic. The increase in software, hardware, and other non-recurring services revenues for was due to an increase of $2.1 million in other non-recurring services, partially offset by $1.9 million decrease in software license and hardware revenue. The increase in other non-recurring services revenue was primarily driven by the threecompletion of professional services projects. The decrease in software license and nine months ended December 31, 2019 compared to the prior year period hardware revenue was primarily due to lower software bookings, partially offset by an increase in professional services revenue.our transition to a recurring subscription-based model.

Bookings reflect the estimated annual value of our executed contracts, adjusted to include the effect of pre-acquisition bookings, and are believed to provide a broad indicator of the general direction and progress of the business. Total bookings decreased to $30.6were $37.5 million and $30.7 million for the three months ended December 31, 2020 and 2019, compared to $32.8 million in the prior year primarilyrespectively. The increase is due to a lower software and professional services bookings, partially offset by higher subscriptions bookings.bookings associated with our patient experience and telehealth platforms, higher bookings of revenue cycle management, and higher bookings of non-recurring services.

Total bookings were $98.9$94.3 million and $98.0$99.9 million for the nine months ended December 31, 2020 and 2019, respectively. The decrease primarily reflects lower bookings of revenue cycle management, partially offset by higher subscriptions bookings associated with our patient experience and 2018, respectively.telehealth platforms.


Cost of Revenue and Gross Profit

The following table presents our consolidated cost of revenue and gross profit for the three and nine months ended December 31, 20192020 and 20182019 (in thousands):

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring

 

$

52,197

 

 

$

47,997

 

 

$

153,065

 

 

$

143,322

 

 

$

54,204

 

 

$

52,197

 

 

$

157,539

 

 

$

153,065

 

Software, hardware, and other non-recurring

 

 

6,975

 

 

 

6,576

 

 

 

19,816

 

 

 

20,752

 

 

 

6,800

 

 

 

6,975

 

 

 

18,924

 

 

 

19,816

 

Amortization of capitalized software costs and acquired intangible assets

 

 

8,963

 

 

 

7,098

 

 

 

26,219

 

 

 

20,566

 

 

 

9,320

 

 

 

8,963

 

 

 

29,180

 

 

 

26,219

 

Total cost of revenue

 

$

68,135

 

 

$

61,671

 

 

$

199,100

 

 

$

184,640

 

 

$

70,324

 

 

$

68,135

 

 

$

205,643

 

 

$

199,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

69,605

 

 

$

69,196

 

 

$

204,757

 

 

$

209,748

 

 

$

71,428

 

 

$

69,605

 

 

$

206,990

 

 

$

204,757

 

Gross margin %

 

 

50.5

%

 

 

52.9

%

 

 

50.7

%

 

 

53.2

%

 

 

50.4

%

 

 

50.5

%

 

 

50.2

%

 

 

50.7

%

 

Cost of revenue consists primarily of compensation expense, including share-based compensation, for personnel that deliver our products and services. Cost of revenue also includes amortization of capitalized software costs and acquired technology, third party consultant and outsourcing costs, costs associated with our EDI business partners and clearinghouses, hosting service costs, third


party software costs and royalties, and other costs directly associated with delivering our products and services. Refer to Note 7,8, "Intangible Assets" and Note 8,9, "Capitalized Software Costs" of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information on current period amortization of capitalized software costs and acquired technology and an estimate of future expected amortization.

As noted above, we announced in May 2020 a move to reduce our perpetual license revenue in favor of recurring subscription revenue, which will impact our gross margin percentages as we will recognize less high-margin perpetual license revenue than we have historically, but ultimately it is expected to produce high-margin recurring revenue. When combined with the incremental amortization of capitalized software costs and acquired intangible assets, it may further reduce our expected gross margin percentage.

Share-based compensation expense included in cost of revenue was $0.5 million and $0.4 million for both the three months ended December 31, 2020 and 2019, and 2018.respectively. Share-based compensation expense included in cost of revenue was $1.5 and $0.9 million for both the nine months ended December 31, 2020 and 2019, and 2018.respectively.

Gross profit for the three months ended December 31, 20192020 increased $0.4$1.8 million compared to the prior year period due to a $6.9$4.0 million increase in revenues as discussed above, offset by a $6.5$2.2 million increase in cost of revenue.revenue associated with the higher revenues. Our gross margin decreased to 50.5%50.4% for the three months ended December 31, 20192020 compared to 52.9%50.5% in the prior year.

Gross profit for the nine months ended December 31, 2019 decreased $5.02020 increased $2.2 million compared to the prior year period due to a $14.5$8.8 million increase in revenues as discussed above, offset by a $6.6 million increase in cost of revenue partially offset by a $9.5 million increase in revenues as discussed above.associated with the higher revenues. Our gross margin decreased to 50.7%50.2% for the nine months ended December 31, 20192020 compared to 53.2%50.7% in the prior year.

The increase in cost of revenue for the three and nine months ended December 31, 20192020 compared to the prior year period isperiods was due to higher cost of subscription services primarily related to higher hosting costs and higher salaries and benefits from increased employee headcount, higher cost of patient pay services related to the acquisition of Medfusion, higher cost of hosting services due to higher sales, higher amortization of acquired intangible assets related to our acquisitions of Topaz, Medfusion, and OTTO, higher amortization of previously capitalized software costs higher third party outsourcing costsfrom the general release of development projects, and personnel costs related to our delivering our managed services, higher hosting services costs, an increase in cost of subscription services associated with higher related subscription services revenues,maintenance and an increase in direct EDI costs associated with higher transaction volume,support, partially offset by lower personnel costs relatedof revenue cycle management and EDI services due to delivering our support and maintenance services. The decline in gross margin was primarily driven by the higher amortization of previously capitalized software costs.lower transactional volume.

Selling, General and Administrative Expense

The following table presents our consolidated selling, general and administrative expense for the three and nine months ended December 31, 20192020 and 20182019 (in thousands):

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Selling, general and administrative

 

$

42,841

 

 

$

41,304

 

 

$

122,015

 

 

$

120,169

 

 

$

48,972

 

 

$

42,841

 

 

$

131,659

 

 

$

122,015

 

Selling, general and administrative, as a percentage of revenue

 

 

31.1

%

 

 

31.6

%

 

 

30.2

%

 

 

30.5

%

 

 

34.5

%

 

 

31.1

%

 

 

31.9

%

 

 

30.2

%

 

Selling, general and administrative expense consistsconsist of compensation expense, including share-based compensation, for management and administrative personnel, selling and marketing expense, facilities costs, depreciation, professional service fees, including legal consulting, and accounting services, legal settlements, acquisition and transaction-related costs, and other general corporate and administrative expenses.


Share-based compensation expense included in selling, general and administrative expenses was $3.1$4.3 million and $3.5$3.1 million for the three months ended December 31, 20192020 and 2018,2019, respectively. Share-based compensation expense included in selling, general and administrative expenses was $9.5$12.2 million and $8.8$9.5 million for the nine months ended December 31, 20192020 and 2018,2019, respectively. The increase in share-based compensation for the three and nine months ended December 31, 20192020 compared to the same prior year periods is due to increased utilization of share-based awards to incentivize our executives and employees. Refer to Note 13,14, "Share-Based Awards" of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information of our share-based awards and related incentive plans.

Selling, general and administrative expenses increased $1.5$6.1 million and $9.6 million for the three and nine months ended December 31, 20192020, respectively, compared to the prior year periodperiods. These increases were primarily due to a $1.6 million higher acquisitionincreased legal fees associated with our ongoing shareholder litigation matter, increase in discretionary and annual bonus expense, and other personnel costs, related to acquisitions of Topaz, Medfusion, and OTTO.

Selling, general and administrative expenses increased $1.8 million for the nine months ended December 31, 2019 compared to the prior year period due to the $5.7 million net benefit recorded in the prior year from insurance recoveries related to the settlement of the Federal Securities Class Action complaint,partially offset by $2.9 lower employee severancedecreases in travel and exit costsconferences and lower salaries and benefits due to a reduction in employee headcount as a result of our business restructuring plan announced earlier in the year, and a net decrease in all otheracquisition costs.


Research and Development Costs, net

The following table presents our consolidated net research and development costs, capitalized software costs, and gross expenditures prior to capitalization, for the three and nine months ended December 31, 20192020 and 20182019 (in thousands):

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Gross expenditures

 

$

24,910

 

 

$

25,156

 

 

$

76,651

 

 

$

76,034

 

 

$

25,028

 

 

$

24,910

 

 

$

73,025

 

 

$

76,651

 

Capitalized software costs

 

 

(4,884

)

 

 

(4,474

)

 

 

(14,785

)

 

 

(14,853

)

 

 

(6,831

)

 

 

(4,884

)

 

 

(18,914

)

 

 

(14,785

)

Research and development costs, net

 

$

20,026

 

 

$

20,682

 

 

$

61,866

 

 

$

61,181

 

 

$

18,197

 

 

$

20,026

 

 

$

54,111

 

 

$

61,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development costs, as a percentage of revenue

 

 

14.5

%

 

 

15.8

%

 

 

15.3

%

 

 

15.5

%

 

 

12.8

%

 

 

14.5

%

 

 

13.1

%

 

 

15.3

%

Capitalized software costs as a percentage of gross expenditures

 

 

19.6

%

 

 

17.8

%

 

 

19.3

%

 

 

19.5

%

 

 

27.3

%

 

 

19.6

%

 

 

25.9

%

 

 

19.3

%

 

Gross research and development expenditures, including costs expensed and costs capitalized, consist of compensation expense, including share-based compensation for research and development personnel, certain third-party consultant fees, software maintenance costs, and other costs related to new product development and enhancement to our existing products.  We intend

The healthcare information systems and services industry is characterized by rapid technological change, requiring us to continue to invest heavilyengage in continuing investments in our research and development expenses as we continue to bring additional functionalityupdate, enhance and featuresimprove our systems. This includes expansion of our software and service offerings that support pay-for-performance initiatives around accountable care organizations, bringing greater ease of use and intuitiveness to the medical communityour software products, enhancing our managed cloud and develop a new integrated inpatienthosting services to lower our clients' total cost of ownership, expanding our interoperability and outpatient, web-based software platform.enterprise analytics capabilities, and furthering development and enhancements of our portfolio of specialty-focused templates within our electronic health records software.

The capitalization of software development costs results in a reduction to our reported net research and development costs. Our software capitalization rate, or capitalized software costs as a percentage of gross expenditures, has varied historically and may continue to vary based on the nature and status of specific projects and initiatives in progress. Although changes in software capitalization rates have no impact on our overall cash flows, it results in fluctuations in the amount of software development costs beingthat may be capitalized or expensed up front and the amount of net research and development costs reported in our condensed consolidated statementstatements of net income and comprehensive income.income, and ultimately also affects the future amortization of our previously capitalized software development costs. Refer to Note 9, "Capitalized Software Costs" of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information on current period amortization of capitalized software costs and an estimate of future expected amortization.

Share-based compensation expense included in research and development costs was $1.0$1.1 million and $0.9$1.0 million for the three months ended December 31, 20192020 and 2018,2019, respectively. Share-based compensation expense included in research and development costs was $2.8$3.0 million and $2.2$2.8 million for the nine months ended December 31, 20192020 and 2018,2019, respectively.

Net research and development costs for the three months ended December 31, 20192020 decreased $0.7$1.8 million compared to the prior year period due to $0.4$1.9 million higher capitalization of software costs, and $0.3 million lowerpartially offset by $0.1 higher gross expenditures.

Net research and development costs for the nine months ended December 31, 2019 increased $0.62020 decreased $7.8 million compared to the prior year period due to a $0.6$4.1 million increase inhigher capitalization of software costs and $3.6 million lower gross expenditures.  

The increasedecrease in gross expenditures forin the nine months ended December 31, 20192020 compared to the prior year period was primarily due to higher utilization of our Bangalore development center resources and increased hosting costs, partially offsetdriven by lower salaries and benefits associated with lower headcount, decreased internal hosting costs, lower software and hardware costs, as well as lower spend in travel expense, partially offset by higher consulting costs and an increase in discretionary bonus expense. Capitalization of software costs increased in the three and nine months ended December 31, 2020 compared to the prior year periods due to a reduction in employee headcount as a resulthigher rates of our business restructuring plan announced earlier this year.software capitalization. Our software capitalization rate fluctuates due to differences in the nature and status of our projects and initiatives during a given year, which affects the amount of development costs that may be capitalized.


Amortization of Acquired Intangible Assets

The following table presents our amortization of acquired intangible assets for the three and nine months ended December 31, 20192020 and 20182019 (in thousands):

 

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Amortization of acquired intangible assets

 

$

964

 

 

$

1,027

 

 

$

2,694

 

 

$

3,316

 

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Amortization of acquired intangible assets

 

$

1,112

 

 

$

964

 

 

$

3,336

 

 

$

2,694

 


 

Amortization of acquired intangible assets included in operating expense consist of the amortization related to our customer relationships trademarks, and contractstrade names intangible assets acquired as part of our business combinations. Refer to Note 7,8, "Intangible Assets" of our notes to condensed consolidated financial statements included elsewhere in this Report for an estimate of future expected amortization.

Amortization of acquired intangible assets for the three and nine months ended December 31, 2019 decreased2020 increased $0.1 million and $0.6 million, respectively compared to the prior year periods due to certain acquiredadditional amortization of the customer relationships and trade names intangible assets being fully amortized in the prior fiscal year.acquired from Medfusion.

 

Restructuring Costs and Impairment of Assets

In JuneMay 2020, we announced a decision to execute a reduction in our workforce of less than 3% as well as other temporary cost reductions in response to the COVID-19 pandemic. We recorded $2.6 million of restructuring costs, consisting of payroll-related costs, such as severance, outplacement costs, and continuing healthcare coverage, associated with the involuntary separation of employees pursuant to a one-time benefit arrangement, for the nine months ended December 31, 2020 within operating expenses in our condensed consolidated statements of net income and comprehensive income. These amounts were accrued when it was probable that the benefits would be paid, and the amounts were reasonably estimable. The payroll-related costs were substantially paid as of December 31, 2020.

In the three and nine months ended December 31, 2019, we implemented a business restructuring plan as part of our continued efforts to preserve and grow the value of the Company through client-focused innovations while reducing our cost structure. As part of the restructuring, we reduced our total workforce by approximately 4% primarily within the research and development function and intend to expand on our research and development resources in India. We recorded $0.5 million and $2.4 million of restructuring costs, in the three and nine months ended December 31, 2019, respectively, within operating expenses in our condensed consolidated statements of comprehensive income. The restructuring costs consistedconsisting primarily of payroll-related costs, such as severance, outplacement costs, and continuing healthcare coverage, associated with the involuntary separation of employees pursuant to a one-time benefit arrangement. These amounts were accrued when it was probable thatarrangement, as part of a business restructuring plan implemented in June 2019.

As part of our response to the benefits would be paid,COVID-19 pandemic and ongoing cost reduction efforts, we vacated a portion of our Irvine office and the amounts were reasonably estimable. Asremainder of our San Diego office. In the three months ended December 31, 2019, the remaining liability2020, we recorded impairments of $2.2 million to our operating right-of-use assets and certain related fixed assets associated with payroll-related costs was $0.3 million, which we expect to be substantially paid during the fourth quarter of fiscal 2020.

vacated locations based on projected sublease rental income and estimated sublease commencement dates. In connection with the June 2019 restructuring plan, we also vacated portions of certain leased locations and recorded impairments of $1.9 million and $4.4 million in the three and nine months ended December 31, 2019 respectively, to our operating right-of-use assets and certain related fixed assets associated with the vacated locations, or portions thereof, in North Canton, San Diego, Horsham, St. Louis, Irvine, and Atlanta based on projected sublease rental income and estimated sublease commencement dates. The impairment analyses were performed at the asset group level and the impairment charge was estimated by comparing the fair value of each asset group based on the expected cash flows to its respective book value. We determined the discount rate for each asset group based on the approximate interest rate on a collateralized basis with similar remaining terms and payments as of the impairment date. Significant judgment was required to estimate the fair value of each asset group and actual results could vary from the estimates, resulting in potential future adjustments to amounts previously recorded. Refer to Note 16, “Restructuring Plan” of our notes to condensed consolidated financial statements included elsewhere in this Report for further details.

 

Interest and Other Income and Expense

The following table presents our interest expense for the three and nine months ended December 31, 20192020 and 20182019 (in thousands):

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Interest income

 

$

30

 

 

$

44

 

 

$

145

 

 

$

113

 

 

$

9

 

 

$

30

 

 

$

27

 

 

$

145

 

Interest expense

 

 

(435

)

 

 

(720

)

 

 

(1,294

)

 

 

(2,219

)

 

 

(631

)

 

 

(435

)

 

 

(2,873

)

 

 

(1,294

)

Other income (expense), net

 

 

137

 

 

 

(227

)

 

 

214

 

 

 

384

 

 

 

(15

)

 

 

137

 

 

 

(17

)

 

 

214

 

 

Interest expense relates to our revolving credit agreement and the related amortization of deferred debt issuance costs. Refer to Note 9,10, “Line of Credit” of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information.

The changes in interest expense is primarily caused by fluctuations in outstanding balances under our revolving credit agreement and the related amortization of debt issuance costs. As of December 31, 2019,2020, we had $37.0$29.0 million of outstanding balances under the revolving credit agreement, compared to an outstanding balance of $11.0$129.0 million as of March 31, 20192020 and $27.0 million$37.0 outstanding as of December 31, 2018.2019. The fluctuations of other income and expense compared to the prior year periods are primarily due to changes to the India foreign exchange rates.


Provision for (benefit of) Income Taxes

The following table presents our provision for (benefit of) income taxes for the three and nine months ended December 31, 20192020 and 20182019 (in thousands):

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Provision for (benefit of) income taxes

 

 

(1,403

)

 

$

456

 

 

$

(1,274

)

 

$

2,794

 

 

 

(169

)

 

$

(1,403

)

 

$

149

 

 

$

(1,274

)

Effective tax rate

 

 

-46.6

%

 

 

8.6

%

 

 

-12.2

%

 

 

12.0

%

 

 

(57.3

)%

 

 

(46.6

)%

 

 

1.5

%

 

 

(12.2

)%

 

The decreaseincreased benefit in the effective tax rate for the three months ended December 31, 2020 compared to the prior year was primarily due to an increase in the tax benefit for research and development credits whereby the research and development credit remained consistent on a gross basis compared to the prior year while the annualized estimated pretax book income decreased. This benefit was partially offset by a decrease of various discrete return to provision benefits and higher nondeductible officer’s compensation.

The increase in the effective tax rate for the nine months ended December 31, 20192020 compared to the prior year periodsbenefit was primarily due to the increased net benefitdecrease of the research and development credits, partiallyvarious discrete return to provision benefits, offset by an increase of nondeductible stock option expense, nondeductible officer’s compensation,expense.

The Coronavirus Aid, Relief, and reserves for uncertain tax position. Additionally, dueEconomic Security Act (“CARES Act”) and the Consolidated Appropriations Act, 2021 (“Stimulus Bill”), signed into law on March 27, 2020 and December 27, 2020, respectively, have resulted in significant changes to the differences inU.S. federal corporate tax law. Additionally, several state and foreign jurisdictions have enacted additional legislation and or comply with federal changes. We have considered the amount of income before taxes,applicable tax law changes and recognized the impact of the rate reconciliation items on the effectivein our quarterly income tax rates were more significant in the three and nine months ended December 31, 2019.provision, as applicable.

Net Income

The following table presents our net income (in thousands) and net income per share and for the three months ended December 31, 20192020 and 2018:2019:

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

 

$

4,415

 

 

$

4,824

 

 

$

11,740

 

 

$

20,566

 

 

$

464

 

 

$

4,415

 

 

$

10,095

 

 

$

11,740

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

 

$

0.07

 

 

$

0.18

 

 

$

0.32

 

 

$

0.01

 

 

$

0.07

 

 

$

0.15

 

 

$

0.18

 

Diluted

 

$

0.07

 

 

$

0.07

 

 

$

0.18

 

 

$

0.32

 

 

$

0.01

 

 

$

0.07

 

 

$

0.15

 

 

$

0.18

 

 

As a result of the foregoing changes in revenue and expense, net income for the three months ended December 31, 20192020 decreased $0.4$4.0 million compared to the prior year period.

As a result of the foregoing changes in revenue and expense, net income for the nine months ended December 31, 20192020 decreased $8.8$1.6 million compared to the prior period.

Liquidity and Capital Resources

The following table presents selected financial statistics and information for the nine months ended December 31, 20192020 and 20182019 (in thousands): 

 

 

Nine Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Cash and cash equivalents

 

$

26,790

 

 

$

30,054

 

 

$

89,523

 

 

$

26,790

 

Unused portion of revolving credit agreement (1)

 

 

263,000

 

 

 

273,000

 

 

 

271,000

 

 

 

263,000

 

Total liquidity

 

$

289,790

 

 

$

303,054

 

 

$

360,523

 

 

$

289,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

11,740

 

 

$

20,566

 

 

$

10,095

 

 

$

11,740

 

Net cash provided by operating activities

 

$

64,371

 

 

$

33,279

 

 

$

75,978

 

 

$

64,371

 

 

(1)

As of December 31, 2019,2020, we had $37.0$29.0 million of outstanding loans under our $300.0 million revolving credit agreement.


Our outstanding borrowings under our revolving credit agreement was $29.0 million as of December 31, 2020 compared to $129.0 million as of March 31, 2020 and $37.0 million as of December 31, 2019.

Our principal sources of liquidity are our cash generated from operations, driven mostly by our net income and working capital management, our cash and cash equivalents, and our revolving credit agreement.


We believe that our cash and cash equivalents on hand at December 31, 2020, together with our cash flows from operating activities and liquidity provided by our revolving credit agreement, will be sufficient to meet our working capital and capital expenditure requirements for the next twelve months. Due to the ongoing uncertainties of the impact of the COVID-19 pandemic on the industry in which we operate, we proactively implemented certain precautionary measures, including cost containment and strengthening our cash position by increasing the outstanding borrowings under our revolving credit agreement. We borrowed an additional $50.0 million under our revolving credit agreement in April 2020 and subsequently paid down $150.0 million in the nine months ended December 31, 2020 based on the reassessment of our short-term cash flow and working capital requirements. The impact of COVID-19 is rapidly evolving and widespread, and therefore, it is not possible to fully identify, measure, and predict the various impacts that COVID-19 may have on our financial condition, results of operations, cash flows, and liquidity requirements. We will continue to assess the potential effects of the COVID-19 pandemic on our business and actively manage our response accordingly.

Cash and Cash Equivalents

As of December 31, 2019,2020, our cash and cash equivalents balance of $26.8$89.5 million reflects a $6.3 million decrease comparedcompares to $33.1$138.0 million as of March 31, 2019. We had $37.02020 and $26.8 million of outstanding loans under our revolving credit agreement as of December 31, 2019.

We may continue to use a portion of our funds as well as available financing from our revolving credit agreement for future acquisitions or other similar business activities, although the specific timing and amount of funds to be used is not currently determinable. We intend to expend some of our available funds for the development of products complementary to our existing product line as well as new versions of certain of our products. These developments are intended to take advantage of more powerful technologies and to increase the integration of our products.

Our investment policy is determined by our Board of Directors. Excess cash, if any, may be invested in very liquid short term assets including tax exempt and taxable money market funds, certificates of deposit and short term municipal bonds with average maturities of 365 days or less at the time of purchase. Our Board of Directors continues to review alternate uses for our cash including an expansion of our investment policy and other items. Any or all of these programs could significantly impact our investment income in future periods.

We believe that our cash and cash equivalents on hand at December 31, 2019, together with our cash flows from operations and liquidity provided by our revolving credit agreement, will be sufficient to meet our working capital and capital expenditure requirements for the next twelve months.

 

Cash Flows from Operating Activities

The following table summarizes our condensed consolidated statements of cash flows for the nine months ended December 31, 20192020 and 20182019 (in thousands):

 

 

Nine Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Net income

 

$

11,740

 

 

$

20,566

 

 

$

10,095

 

 

$

11,740

 

Non-cash expenses

 

 

63,480

 

 

 

46,736

 

 

 

66,241

 

 

 

63,474

 

Cash from net income, as adjusted

 

$

75,220

 

 

$

67,302

 

 

$

76,336

 

 

$

75,214

 

Change in contract assets and liabilities, net

 

 

(2,933

)

 

 

(6,516

)

 

 

(12,189

)

 

 

(2,933

)

Change in accounts receivable

 

 

6,184

 

 

 

242

 

 

 

1,221

 

 

 

6,184

 

Change in other assets and liabilities

 

 

(14,100

)

 

 

(27,749

)

Change in all other assets and liabilities

 

 

10,610

 

 

 

(14,094

)

Net cash provided by operating activities

 

$

64,371

 

 

$

33,279

 

 

$

75,978

 

 

$

64,371

 

 

For the nine months ended December 31, 2019,2020, cash provided by operating activities increased $31.1$11.6 million compared to the prior year period, of which $13.6 million isprimarily due to increases of $24.7 million in changes in other assets and liabilities, $7.9and $1.1 million due to higher cash from net income, as adjusted for $16.7 million higher non-cash expenses, $5.9 million frompartially offset by decreases in accounts receivable, and $3.6of $9.3 million from net changes in contract assets and liabilities.liabilities, and $5.0 million from decreases in accounts receivable. The increase in cash from net changes in other assets and liabilities is primarily due to paymentshigher accruals of discretionary and annual merit bonuses, an increase in accrued hosting costs, and the prior year related todeferral of payroll taxes associated with the $19.0 million settlement of the Federal Securities Class Action complaint. Non-cash expenses increased primarily due to higher amortization of operating lease assets, higher amortization of previously capitalized software costs, impairment charges related to our vacated lease locations, and higher share-based compensation expenses while net income forCARES Act in the nine months ended December 31, 20192020, offset by a decrease in cash from changes in accounts payable due to timing of invoice payments, changes in income taxes receivable, and the net impact of the early termination of our San Diego lease on our lease liabilities. Net income for the nine months decreased $8.8$1.6 million compared to the prior year period, as described in the "Net Income"“Net Income” section above. Accounts receivable balances decreasedNon-cash expenses increased primarily due to continued efforts to collecthigher share-based compensation expense, higher amortization of capitalized software costs, and resolve aged balances, resulting in a corresponding increase in cash from collections in the nine months ended December 31, 2019. higher amortization of intangible assets, partially offset by lower asset impairment charges and lower amortization of right-of-use assets. The increasedecrease in cash associated with net changes in contract assets and liabilities is primarily due to atiming differences between client invoicing and


revenue recognition, lower level of maintenance invoicing as a result of client attrition and completion of professional service projects. Accounts receivable balances continued to decrease from our efforts to collect and resolve aged balances, resulting in a higher amountcorresponding increase in cash provided by operating activities of invoices issued$1.2 million and $6.2 million in the fourth quarter of fiscal year 2019.nine months ended December 31, 2020 and 2019, respectively.

Cash Flows from Investing Activities

Net cash used in investing activities for the nine months ended December 31, 20192020 was $90.8$20.7 million compared with $19.0$90.8 million in the prior year period. The increasedecrease in net cash used in investing activities is primarily due to cash payments for our acquisitions of Topaz, Medfusion and OTTO, net$71.6 million of cash acquired,paid for acquisitions (net of $71.6cash acquired) in the prior year and a $5.4 million and $2.8 million higherdecrease in additions to equipment and improvements, partially offset by $4.1 million lower additions to capitalized software costs and $2.5 million lower proceeds of over-funded corporate-owned life insurance policies in the current year, offset by $2.5 million of refunds from our corporate-owned life insurance policies.year.


Cash Flows from Financing Activities

Net cash provided byused in financing activities for the nine months ended December 31, 20192020 was $24.4$101.9 million compared with $8.1$24.4 million cash used inprovided by financing activities in the prior year period. The increase in cash provided byused in financing activities is primarily due to net additional borrowingsprincipal repayments of $26.0$100.0 million on our line of credit in the current year, compared to $10.0net borrowings of $26.0 million in principal repayments on our line of credit in the prior year, partially offset by $2.4 million lower proceeds from the issuance of shares under employee plans.year.

Contractual Obligations

We have minimum purchase commitments of $24.8$47.5 million related to payments due under certain non-cancelable agreements to purchase goods and services.

The following table summarizes our significant contractual obligations at December 31, 20192020 and the effect that such obligations are expected to have on our liquidity and cash in future periods (in thousands):

 

 

 

 

 

 

For the year ended March 31,

 

 

 

 

 

 

For the year ended March 31,

 

Contractual Obligations

 

Total

 

 

2020 (remaining three months)

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

2025 and beyond

 

 

Total

 

 

2021 (remaining three months)

 

 

2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026 and beyond

 

Operating lease obligations

 

$

47,135

 

 

$

2,483

 

 

$

9,873

 

 

$

9,640

 

 

$

9,491

 

 

$

8,179

 

 

$

7,469

 

 

$

32,152

 

 

$

2,044

 

 

$

8,351

 

 

$

8,414

 

 

$

7,106

 

 

$

5,050

 

 

$

1,187

 

Remaining lease obligations for vacated properties (1)

 

 

10,956

 

 

 

669

 

 

 

2,717

 

 

 

2,481

 

 

 

2,036

 

 

 

1,453

 

 

 

1,600

 

 

 

12,899

 

 

 

3,000

 

 

 

3,328

 

 

 

2,649

 

 

 

2,095

 

 

 

1,757

 

 

 

70

 

Line of credit obligations (Note 9)

 

 

37,000

 

 

 

 

 

 

 

 

 

 

 

 

37,000

 

 

 

 

 

 

 

Line of credit obligations (Note 10)

 

 

29,000

 

 

 

 

 

 

 

 

 

29,000

 

 

 

 

 

 

 

 

 

 

Total

 

$

95,091

 

 

$

3,152

 

 

$

12,590

 

 

$

12,121

 

 

$

48,527

 

 

$

9,632

 

 

$

9,069

 

 

$

74,051

 

 

$

5,044

 

 

$

11,679

 

 

$

40,063

 

 

$

9,201

 

 

$

6,807

 

 

$

1,257

 

 

 

(1)

Remaining lease obligations for vacated properties relates to remaining lease obligations at certain locations, including Brentwood, Solana Beach, North Canton, Phoenix and portions of Atlanta, Brentwood, Irvine, Horsham, San Diego and St. Louis, that we have vacated and are actively marketing the locations for sublease as part of our reorganization efforts. The above amounts also include the impact of the early lease termination of our San Diego lease. Refer to Note 17, “Restructuring Plan” of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information. Total obligations have not been reduced by projected sublease rentals or by minimum sublease rentals of $0.4$1.3 million due in future periods under non-cancelable subleases.

The deferred compensation liability as of December 31, 20192020 was $6.2$6.6 million, which is not included in the table above as the timing of future benefit payments to employees is not determinable.

The impact of our uncertain tax positions is not included in the table above as the timing of expected payments is not determinable. Refer to Note 12, “Income Taxes” of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information.

New Accounting Pronouncements

Refer to Note 1, “Summary of Significant Accounting Policies” of our notes to condensed consolidated financial statements included elsewhere in this Report for a discussion of new accounting standards.

Critical Accounting Policies and Estimates

The discussion and analysis of our condensed consolidated financial statements and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these condensed consolidated financial statements requires


us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors we believe to be reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. On a regular basis, we review the accounting policies and update our assumptions, estimates, and judgments, as needed, to ensure that our condensed consolidated financial statements are presented fairly and in accordance with GAAP. Actual results could differ materially from our estimates under different assumptions or conditions. To the extent that there are material differences between our estimates and actual results, our financial condition or results of operations will be affected.

We describe our significant accounting policies in Note 1, “Summary of Significant Accounting Policies,” of our notes to consolidated financial statements included in our Annual Report. We discuss our critical accounting policies and estimates in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report.

We adopted Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using the modified retrospective transition approach, which required the recognition of expected credit losses for our accounts receivable and our contract assets. Refer to Note 3, "Accounts Receivable" of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information.

There have been no other material changes in our significant accounting policies or critical accounting policies and estimates since the fiscal year ended March 31, 2020.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of December 31, 2019,2020, we were subject to minimal market risk on our cash and cash equivalents as we maintained our balances in very liquid funds with maturities of 90 days or less at the time of purchase.

As of December 31, 2019,2020, we had $37.0$29.0 million of outstanding loans under our revolving credit agreement. The revolving borrowings under our revolving credit agreement bear interest at our option of either, (a) for base rate loans, a base rate based on the highest of (i) 0%, (ii) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office in New York City, (iii) the overnight bank funding rate (not to be less than zero) as determined by the Federal Reserve Bank of New York plus 0.50% or (iv) the LIBOR-based rate for one, two, three or nine months Eurodollar deposits plus 1%, and (b) for Eurodollar loans, the LIBOR-based rate for one, two, three or nine months (as selected by us) Eurodollar deposits plus 1.00%, plus, in each case, an applicable margin based on our total leverage ratio from time to time, ranging from 0.50% to 1.50% for base rate loans, and from 1.50% to 2.50% for Eurodollar loans. Accordingly, we are exposed to interest rate risk, primarily changes in LIBOR, due to our loans under the revolving credit agreement. A one hundred basis point (1.00%) change in the interest rate on our outstanding loans as of December 31, 20192020 would result in a corresponding change in our annual interest expense of approximately $0.4$0.3 million. Refer to Note 9,10, “Line of Credit” of our notes to condensed consolidated financial statements included elsewhere in this Report for additional information.

As of December 31, 2019,2020, we had international operations that exposed us to the risk of fluctuations in foreign currency exchange rates against the United States dollar. However, the impact of foreign currency fluctuations has not been material to our financial position or operating results.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Security Exchange Act of 1934, as amended, the "Exchange Act") as of December 31, 2019,2020, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). They have concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities and would be disclosed on a timely basis. The Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission. They have also concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act are accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2019,2020, there were no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION

ITEM 1.

 

Hussein Litigation

 

On October 7, 2013, a complaint was filed against our Company and certain of our officers and directors in the Superior Court of the State of California for the County of Orange, captioned Ahmed D. Hussein v. Sheldon Razin, Steven Plochocki, Quality Systems, Inc. and Does 1-10, inclusive, No. 30-2013-00679600-CU-NP-CJC, by Ahmed Hussein, a former director and significant shareholder of our Company. We filed aAfter the court sustained our demurrer to the initial complaint, which the Court granted on April 10, 2014. AnHussein filed an amended complaint was filed on April 25, 2014. The amended complaint generally alleges fraud and deceit, constructive fraud, negligent misrepresentation and breach of fiduciary duty in connection with statements made to our shareholders regarding our financial condition and projected future performance. The amended complaint seeks actual damages, exemplary and punitive damages and costs. We filed a demurrer to the amended complaint. On July 29, 2014, the Court sustained the demurrer with respect to theHussein’s breach of fiduciary duty claim,claims were dismissed on demurrer, and overruled the demurrer with respect to the fraud and deceit claims. On August 28, 2014, we filed an answer and also filed a cross-complaint against Hussein, alleging that he breached fiduciary duties owed to the Company, Mr. Razin and Mr. Plochocki. Mr. Razin and Mr. Plochocki have dismissed their claims against Hussein, leaving QSI asCompany. On September 16, 2015, the sole plaintiff in the cross-complaint. On June 26, 2015, we filed a motion forCourt granted summary judgment with respect to Hussein’s remaining claims, whichdismissing all claims against us. The cross-complaint against Hussein went to trial, but the Court granted on September 16, 2015, dismissing alljudgment in favor of Hussein’s claims against us. On September 23, 2015, Hussein filed an application for reconsideration of the Court's summary judgment order, which the Court denied. Hussein filed a renewed application for reconsideration of the Court’s summary judgment order on August 3, 2017. The Court again denied Hussein’s application. On October 28, 2015, May 9, 2016, and August 5, 2016, Hussein filed a motion for summary judgment, motion for summary adjudication, and motion for judgment on the pleadings, respectively, seeking to dismiss our cross-complaint. The Court denied each motion. Trial on our cross-complaint began June 12, 2017. On July 26, 2017, the Court issued a statement of decision granting Hussein’s motion for judgment on our cross-complaint. Final judgment over Hussein’s claims and our cross-claims was entered on January 9, 2018. Hussein has noticed his appeal ofappealed the order granting summary judgment over his claims, and we noticed a cross-appeal onappealed the court’s statement of decision granting Hussein’s motion for judgment on our cross-complaint. On October 8, 2019, the California State Court of Appeal for the Fourth Appellate District, Division Three, reversed the Superior Court’s grant of summary judgment againston Hussein’s affirmative claims and affirmed the trial court’s judgement after a bench trial againston the Company on itsCompany’s breach of fiduciary duty claims against Hussein. We petitioned the California Court of Appeal to rehear the matter with respect to Hussein’s affirmative claims. The Court modified its opinion but denied the Company’s rehearing petition on November 7, 2019. We filed a petition for review with the Supreme Court of California on November 18, 2019, which the Court denied on January 15, 2020. As a result, the case will returnhas returned to the trial court for resolution. A scheduleresolution of Hussein’s claims against us. Previously scheduled trial dates have been postponed due to the ongoing pandemic, and a new trial date has yet to be set.  Separately, Hussein has issued an arbitration demand seeking indemnification for proceedings before the trial court has not yet been established.fees he incurred defending against our cross-complaint. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this claim.matter.

Shareholder Derivative Litigation

On September 28, 2017, a complaint was filed against our Company and certain of our current and former officers and directors in the United States District Court for the Central District of California, captioned Kusumam Koshy, derivatively on behalf of Quality Systems Inc. vs. Craig Barbarosh, George H. Bristol, James C. Malone, Peter M. Neupert, Morris Panner, D. Russell Pflueger, Steven T. Plochocki, Sheldon Razin, Lance E. Rosenzweig, Paul A. Holt, and Quality Systems, Inc., No. 8:17-cv-01694, by Kusumam Koshy, a purported shareholder of ours. The complaint alleges breach of fiduciary duties and abuse of control, as well as unjust enrichment and insider selling by individual directors arising out of the allegations described above under the caption “Hussein Litigation” and a related, now-settled, federal securities class action, as well as the Company’s adoption of revised indemnification agreements, and the resignation of certain officers of the Company. The complaint seeks restitution and disgorgement, court costs and attorneys’ fees, and enhanced corporate governance reforms and internal control procedures. On January 12, 2018, Defendants filed a motion to dismiss the derivative complaint.  On July 25, 2018, the Court dismissed the complaint with prejudice. On August 24, 2018, the plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. Briefing was completed in May 2019 and a hearing on the appeal was held on December 12, 2019. On December 19, 2019, the Ninth Circuit affirmed the District Court’s dismissal in its entirety. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this claim until plaintiff exhausts her appellate remedies.


Other Regulatory Matters

 

Commencing in April 2017, we have received requests for documents and information from the United States Attorney's Office for the District of Vermont and other government agencies in connection with an investigation concerning the certificationcertifications we obtained for our software under the United States Department of Health and Human Services' Electronic Health Record (EHR) Incentive Program.Program and our marketing programs for such software. The investigation and requests for information relate to, among other things: (a) payments received by our clients in connection with the EHR Incentive Program, (b) data used to determine objectives and measures under the Meaningful Use (MU) and the Physician Quality Reporting System (PQRS) programs, (b)(c) EHR software code used in certifying our software and information, and (c)(d) payments provided for the referral of EHR business. We continue to cooperate in this investigation. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this matter. Requests and investigations of this nature may lead to future requests for information and ultimately the assertion of claims or the commencement of legal proceedings against us, as well as other material liabilities. In addition, our responses to these and any future requests require time and effort, which can result in additional cost to us. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this matter.  Given the highly-regulated nature of our industry, we may, from time to time, be subject to similar subpoenas, requests for information, or investigations from various government agencies. It is our practice to respond to such matters in a cooperative, thorough and timely manner.manner.

ITEM 1A.

RISK FACTORS.

Our business is subject to many risks and uncertainties, which may materially and adversely affect our future business, prospects, financial condition and results of operations. These risk factors are disclosed in “Item 1A. Risk Factors” in our Annual Report.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.

OTHER INFORMATION.

None.


ITEM 6.

EXHIBITS.

 

 

 

 

 

 

 

Incorporated by Reference

Exhibit

Number

 

Exhibit Description

 

Filed

Herewith

 

Form

 

Exhibit

 

Filing Date

 

 

 

 

 

 

 

 

 

 

 

10.1

 

Agreement and Plan of Merger, dated November 12, 2019, by and among NextGen Healthcare, Inc., Medfusion, Inc., Renegade Merger Sub, Inc., Project Renegade LLC, as the Equityholders Representative, and solely for purposes of Section 6.9 thereof, Greenlight Health Data Solutions, Inc.

 

 

8-K

 

 

2.1

 

18-Nov-19

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Principal Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS**

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH**

 

XBRL Taxonomy Extension Schema

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.CAL**

 

XBRL Taxonomy Extension Calculation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.DEF**

 

XBRL Taxonomy Extension Definition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.LAB**

 

XBRL Taxonomy Extension Label

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.PRE**

 

XBRL Taxonomy Extension Presentation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incorporated by Reference

Exhibit

Number

 

Exhibit Description

 

Filed

Herewith

 

Form

 

Exhibit

 

Filing Date

 

 

 

 

 

 

 

 

 

 

 

3.1

 

Second Amended and Restated Bylaws of NextGen Healthcare, Inc., effective January 26, 2021.

 

 

8-K

 

 

3.1

 

27-Jan-21

31.1

 

Certification of Principal Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Principal Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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 XBRL document.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH**

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.CAL**

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.DEF**

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.LAB**

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.PRE**

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, has been formatted in Inline XBRL.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities and Exchange Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


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.

 

 

 

NEXTGEN HEALTHCARE, INC.

 

 

 

Date: January 23, 202027, 2021

By:

/s/ John R. Frantz

 

 

John R. Frantz

 

 

Chief Executive Officer (Principal Executive Officer)

 

 

 

Date: January 23, 202027, 2021

By:

/s/ James R. Arnold, Jr.

 

 

James R. Arnold, Jr.

 

 

 

Chief Financial Officer (Principal Financial Officer)

Date: January 27, 2021

By:

/s/ David Ahmadzai

David Ahmadzai

Chief Accounting Officer and Principal(Principal Accounting Officer)

 

3942