Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MDRX | |
Entity Registrant Name | ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | |
Entity Central Index Key | 1,124,804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 186,559,297 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 90,655 | $ 116,873 |
Accounts receivable, net of allowance of $34,649 and $31,266 as of June 30, 2016 and December 31, 2015, respectively | 395,629 | 327,851 |
Prepaid expenses and other current assets | 107,810 | 93,622 |
Total current assets | 594,094 | 538,346 |
Long-term marketable securities | 187,500 | 0 |
Fixed assets, net | 143,731 | 125,617 |
Software development costs, net | 97,646 | 85,775 |
Intangible assets, net | 715,701 | 347,646 |
Goodwill | 1,846,944 | 1,222,601 |
Deferred taxes, net | 2,488 | 2,298 |
Other assets | 121,993 | 359,665 |
Total assets | 3,710,097 | 2,681,948 |
Current liabilities: | ||
Accounts payable | 84,455 | 60,004 |
Accrued expenses | 65,696 | 62,021 |
Accrued compensation and benefits | 52,440 | 62,398 |
Deferred revenue | 373,543 | 315,925 |
Current maturities of long-term debt | 12,077 | 12,178 |
Non-recourse current maturities of long-term debt - Netsmart | 11,602 | 0 |
Current maturities of capital lease obligations | 7,509 | 431 |
Total current liabilities | 607,322 | 512,957 |
Long-term debt | 632,699 | 612,405 |
Non-recourse long-term debt - Netsmart | 523,381 | 0 |
Long-term capital lease obligations | 9,986 | 617 |
Deferred revenue | 20,003 | 20,273 |
Deferred taxes, net | 144,231 | 22,164 |
Other liabilities | 53,966 | 94,459 |
Total liabilities | 1,991,588 | 1,262,875 |
Redeemable convertible non-controlling interest - Netsmart | 367,302 | 0 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of June 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of June 30, 2016 and December 31, 2015; 267,844 and 186,556 shares issued and outstanding as of June 30, 2016, respectively; 266,545 and 189,308 shares issued and outstanding as of December 31, 2015, respectively | 2,678 | 2,665 |
Treasury stock: at cost, 81,288 and 77,237 shares as of June 30, 2016 and December 31, 2015, respectively | (241,827) | (189,753) |
Additional paid-in capital | 1,791,838 | 1,789,449 |
Accumulated deficit | (190,235) | (190,235) |
Accumulated other comprehensive loss | (22,427) | (4,242) |
Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity | 1,340,027 | 1,407,884 |
Non-controlling interest | 11,180 | 11,189 |
Total stockholders’ equity | 1,351,207 | 1,419,073 |
Total liabilities and stockholders’ equity | $ 3,710,097 | $ 2,681,948 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 34,649 | $ 31,266 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 349,000,000 | 349,000,000 |
Common stock, shares issued | 267,844,000 | 266,545,000 |
Common stock, shares outstanding | 186,556,000 | 189,308,000 |
Treasury stock at cost, shares | 81,288,000 | 77,237,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Software delivery, support and maintenance | $ 249,871 | $ 232,470 | $ 479,029 | $ 460,029 |
Client services | 136,650 | 119,248 | 253,050 | 226,241 |
Total revenue | 386,521 | 351,718 | 732,079 | 686,270 |
Cost of revenue: | ||||
Software delivery, support and maintenance | 79,154 | 75,726 | 154,323 | 152,413 |
Client services | 118,683 | 111,625 | 219,542 | 218,784 |
Amortization of software development and acquisition-related assets | 22,000 | 20,743 | 39,632 | 41,659 |
Total cost of revenue | 219,837 | 208,094 | 413,497 | 412,856 |
Gross profit | 166,684 | 143,624 | 318,582 | 273,414 |
Selling, general and administrative expenses | 94,802 | 86,749 | 178,955 | 168,778 |
Research and development | 47,891 | 44,367 | 94,928 | 91,094 |
Asset impairment charges | 0 | 293 | 4,650 | 319 |
Amortization of intangible and acquisition-related assets | 5,417 | 6,624 | 9,579 | 13,327 |
Income (loss) from operations | 18,574 | 5,591 | 30,470 | (104) |
Interest expense | (16,421) | (7,483) | (23,390) | (14,739) |
Other income (expense), net | 106 | (28) | 472 | 1,858 |
Equity in net (loss) earnings of unconsolidated investments | (4,898) | 176 | (7,501) | 176 |
Income (loss) before income taxes | (2,639) | (1,744) | 51 | (12,809) |
Income tax benefit (provision) | 503 | (1,472) | (60) | (491) |
Net loss | (2,136) | (3,216) | (9) | (13,300) |
Less: Net loss (income) attributable to non-controlling interest | 87 | (9) | 9 | (9) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (8,153) | 0 | (8,153) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (10,202) | $ (3,225) | $ (8,153) | $ (13,309) |
Loss per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.05) | $ (0.01) | $ (0.04) | $ (0.07) |
Loss per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.05) | $ (0.01) | $ (0.04) | $ (0.07) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (2,136) | $ (3,216) | $ (9) | $ (13,300) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (943) | 677 | (199) | (391) |
Change in unrealized loss on marketable securities | (18,115) | 0 | (18,115) | (228) |
Change in fair value of derivatives qualifying as cash flow hedges | (227) | 230 | 214 | 230 |
Other comprehensive (loss) income before income tax expense | (19,285) | 907 | (18,100) | (389) |
Income tax benefit (expense) related to items in other comprehensive income (loss) | 89 | (90) | (85) | (2) |
Total other comprehensive (loss) income | (19,196) | 817 | (18,185) | (391) |
Comprehensive loss | (21,332) | (2,399) | (18,194) | (13,691) |
Less: Comprehensive loss (income) attributable to non-controlling interest | 87 | (9) | 9 | (9) |
Comprehensive loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (21,245) | $ (2,408) | $ (18,185) | $ (13,700) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (9) | $ (13,300) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 76,576 | 83,488 |
Stock-based compensation expense | 20,057 | 18,317 |
Excess tax benefits from stock-based compensation | (962) | (333) |
Deferred taxes | (1,560) | (1,059) |
Asset impairment charges | 4,650 | 319 |
Other losses, net | 8,464 | 1,050 |
Changes in operating assets and liabilities (net of businesses acquired): | ||
Accounts receivable, net | (12,407) | 11,187 |
Prepaid expenses and other assets | 2,923 | 6,043 |
Accounts payable | 15,751 | (481) |
Accrued expenses | (8,709) | (14,928) |
Accrued compensation and benefits | (11,404) | (11,730) |
Deferred revenue | 37,623 | 10,068 |
Other liabilities | 1,106 | 168 |
Net cash provided by operating activities | 132,099 | 88,809 |
Cash flows from investing activities: | ||
Capital expenditures | (16,632) | (9,615) |
Capitalized software | (37,106) | (21,684) |
Purchases of equity securities, other investments and related intangible assets | (20,685) | (210,087) |
Sales and maturities of marketable securities and other investments | 0 | 1,305 |
Cash paid for business acquisitions, net of cash acquired | (905,540) | (9,372) |
Proceeds received from sale of fixed assets | 37 | 15 |
Net cash used in investing activities | (979,926) | (249,438) |
Cash flows from financing activities: | ||
Proceeds from sale or issuance of common stock | 5 | 101,432 |
Proceeds from issuance of redeemable convertible preferred stock - Netsmart | 333,605 | 0 |
Excess tax benefits from stock-based compensation | 962 | 333 |
Taxes paid related to net share settlement of equity awards | (7,363) | (5,533) |
Payments of capital lease obligations | (1,638) | (137) |
Credit facility payments | (51,362) | (41,283) |
Credit facility borrowings, net of issuance costs | 599,135 | 129,511 |
Repurchase of common stock | (52,075) | 0 |
Net cash provided by financing activities | 821,269 | 184,323 |
Effect of exchange rate changes on cash and cash equivalents | 340 | (330) |
Net (decrease) increase in cash and cash equivalents | (26,218) | 23,364 |
Cash and cash equivalents, beginning of period | 116,873 | 53,173 |
Cash and cash equivalents, end of period | 90,655 | 76,537 |
Supplemental non-cash information: | ||
Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock in Netsmart by Netsmart, Inc. management | $ 25,543 | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries and controlled affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned and controlled affiliates, unless otherwise stated. Unaudited Interim Financial Information The unaudited interim consolidated financial statements as of and for the three and six months ended June 30, 2016 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 (our “Form 10-K”). Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. Accounting Pronouncements Not yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic In March 2016, the FASB issued Accounting Standards Update No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Share-Based Payment Accounting In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations Formation of Joint Business Entity and Acquisition of Netsmart, Inc. On March 20, 2016, we entered into a Contribution and Investment Agreement (the “Contribution Agreement”) with GI Netsmart Holdings LLC, a Delaware limited liability company (“GI Partners”) to form a joint business entity, Nathan Holding LLC, a Delaware limited liability company (“Nathan”). The formation of Nathan was completed on April 19, 2016. As a result, pursuant to, and subject to the terms and conditions of, the Contribution Agreement, Nathan issued to Allscripts Class A Common Units in exchange for Allscripts contributing its Homecare TM The Nathan operating agreement provides that the Class A Preferred Units entitle the owners at any time and from time to time following the later of (A) the earlier of (I) the fifth anniversary of the effective date and (II) a change in control of Allscripts, and (B) the earlier of (I) the payment in full of the obligations under the credit facilities and the termination of any commitments thereunder or (II) with respect to any proposed redemption, such earlier date for such redemption consented to in writing by the required lenders under each of the credit facilities under which obligations remain unpaid or under which commitments continue, to redeem all or any portion of their Class A Preferred Units for cash at a price per Unit equal to the Class A Preferred liquidation preference for each such Class A Preferred Unit as of the date of such redemption. The liquidation preference is equal to the greater of (i) a return of the original issue price plus a preferred return (accruing on a daily basis at the rate of 11% per annum and compounding annually on the last day of each calendar year) or (ii) the as-converted value of Class A Common Units in Nathan. The consolidated statements of operations for the three and six months periods ended June 30, 2016, give effect to the accretion of the 11% redemption preference as part of the calculation of net income (loss) attributable to Allscripts stockholders. Also on April 19, 2016, Nathan acquired Netsmart, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of March 20, 2016 (the “Merger Agreement”), by and among Nathan Intermediate LLC, a Delaware limited liability company and a wholly-owned subsidiary of Nathan (“Intermediate”), Nathan Merger Co., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub”), Netsmart, Inc. and Genstar Capital Partners V, L.P., as the equityholders’ representative. Pursuant to the Merger Agreement, on April 19, 2016, Merger Sub was merged with and into Netsmart, Inc., with Netsmart, Inc. surviving as a wholly-owned subsidiary of Intermediate (the “Merger”). As a result of these transactions (the “Netsmart Transaction” or “Netsmart Acquisition”), the establishment of Nathan combined the Allscripts Homecare TM At the effective time of the Merger, Netsmart, Inc.’s common stock shares issued and outstanding immediately prior to the effective time were converted into the right to receive a pro rata share of $950 million, reduced by net debt and subject to working capital and other adjustments (the “Purchase Price”). Each vested outstanding option to acquire shares of Netsmart, Inc.’s common stock became entitled to receive a pro rata share of the Purchase Price, less applicable exercise prices of the options. Certain holders of shares of Netsmart, Inc.’s common stock, who were members of Netsmart, Inc.’s management, exchanged a portion of such shares for equity interests in Nathan, in lieu of receiving their pro rata share of the Purchase Price, and certain holders of options to purchase Netsmart, Inc.’s common stock, who were also members of Netsmart, Inc.’s management, invested a portion of such holder’s proceeds from the Merger in equity interests in Nathan (collectively, the “Rollover”). After the completion of the Merger and the Rollover, Allscripts owned 49.1%, GI Partners owned 47.2% and Netsmart’s management owned 3.7% of the outstanding equity interests in Netsmart, in each case on an as-converted basis. As part of the Netsmart Transaction, we deposited $15 million in an escrow account to be used by Netsmart to facilitate the integration of our Homecare TM Pursuant to the consolidation guidance in FASB Accounting Standards Codification (“ASC”) Topic 810, Consolidation, we performed a qualitative and quantitative assessment to determine whether Netsmart was a variable interest entity (“VIE”). Our assessment involved consideration of all facts and circumstances relevant to the Netsmart’s structure, including its capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. Based on this analysis, we determined that Netsmart was not a VIE and that we, through our 49.1% interest in Netsmart and other contractual rights including budgetary approval, have the power to direct the activities of Netsmart that most significantly impact its economic performance. As a result, we concluded that we will account for our investment in Netsmart on a consolidated basis and the financial results of Netsmart will be consolidated with Allscripts’ starting on April 19, 2016. The acquisition of Netsmart, Inc. by Nathan was completed for an aggregate Purchase Price of $937 million. The Purchase Price was funded by the sources of funds as described in the table below. The Netsmart term loans are non-recourse to Allscripts and its wholly-owned subsidiaries. A portion of the debt proceeds were used to extinguish Netsmart, Inc.’s existing debt of $325 million, including accrued interest and fees of $2 million. The sources of funds used in connection with the Netsmart Acquisition are as follows: (In thousands) Cash contribution for redeemable convertible non-controlling interest in Netsmart - GI Partners $ 333,606 Exchange of Netsmart, Inc.'s common stock for redeemable convertible non-controlling interest in Netsmart - Netsmart, Inc. management 25,543 Cash contribution from borrowings under revolver in exchange for common stock in Netsmart - Allscripts 43,782 Net borrowings under new term loans - Netsmart 534,135 Total funds used for the acquisition $ 937,066 Under the acquisition method of accounting, the fair value of consideration transferred for Netsmart, Inc. was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date with the remaining unallocated amount recorded as goodwill. (In thousands) Cash and cash equivalents $ 5,982 Accounts receivable, net 54,510 Prepaid expenses and other current assets 9,266 Fixed assets 26,829 Intangible assets 397,500 Goodwill 625,273 Other assets 6,542 Accounts payable (14,151 ) Accrued expenses (11,690 ) Deferred revenue (18,843 ) Capital lease obligations (17,833 ) Deferred taxes, net (122,646 ) Other liabilities (3,673 ) Net assets acquired $ 937,066 Allscripts’ contribution of its Homecare TM As noted above, the formation of Netsmart resulted in the merger of our Homecare TM The acquired intangible assets are being amortized over their useful lives, using a method that approximates the pattern of economic benefits to be gained by the intangible asset and consist of the following amounts for each class of acquired intangible asset: (Dollar amounts in thousands) Useful Life Description in Years Fair Value Technology 10-12 yrs $ 143,000 Corporate Trademark indefinite 27,000 Product Trademarks 10 yrs 8,500 Customer Relationships 12-20 yrs 219,000 $ 397,500 Acquisition costs related to the Netsmart acquisition are included in selling, general and administrative expenses in the accompanying consolidated statement of operations and totaled $0.4 million and $4.1 million for the three and six months ended June 30, 2016, respectively. The revenue and net loss of Netsmart since April 19, 2016 are included in our consolidated statement of operations for the three months ended June 30, 2016 and the supplemental pro forma revenue and net loss of the combined entity, presented as if the acquisition of Netsmart, Inc. had occurred on January 1, 2015, are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Actual from Netsmart since acquisition date of April 19, 2016: Revenue $ 44,233 $ 0 $ 44,233 $ 0 Net loss $ (7,113 ) $ 0 $ (7,113 ) $ 0 Supplemental pro forma data for combined entity: Revenue $ 403,388 $ 391,238 $ 798,395 $ 756,268 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (45,442 ) $ (23,602 ) $ (61,202 ) $ (67,036 ) Loss per share, basic and diluted $ (0.24 ) $ (0.13 ) $ (0.33 ) $ (0.37 ) The supplemental pro forma results were calculated after applying our accounting policies and adjusting the results of Netsmart to reflect (i) the additional depreciation and amortization that would have been charged resulting from the fair value adjustments to property, plant and equipment and intangible assets, (ii) the additional interest expense associated with Netsmart’s borrowings under the new term loans, and (iii) the additional amortization of the estimated adjustment to decrease the assumed deferred revenue obligations to fair value that would have been charged assuming the acquisition occurred on January 1, 2015, together with the consequential tax effects. Supplemental pro forma results for the three and six months ended June 30, 2016 were also adjusted to exclude acquisition-related and transaction costs incurred during these periods. Supplemental pro forma results for the three and six months ended June 30, 2015 were adjusted to include these items. The supplemental pro forma results for the three and six months ended June 30, 2016 include $48.6 million of expenses incurred by Netsmart immediately prior to the Netsmart Transaction related to the pay-out of outstanding equity awards and the payment of seller costs. The effects of transactions between us and Netsmart during the periods presented have been eliminated. |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | 3. Fair Value Measurements and Investments We carry a portion of our financial assets and liabilities at fair value that are measured at a reporting date using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclosed according to the quality of valuation inputs under the following hierarchy: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Our Level 2 derivative financial instruments include foreign currency forward contracts valued based upon observable values of spot and forward foreign currency exchange rates. Refer to Note 10, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. Level 3: Unobservable inputs that are significant to the fair value of the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Our Level 3 financial instruments include derivative financial instruments comprising the 1.25% Call Option asset and the 1.25% embedded cash conversion option liability that are not actively traded. These derivative instruments were designed with the intent that changes in their fair values would substantially offset, with limited net impact to our earnings. Therefore, we believe the sensitivity of changes in the unobservable inputs to the option pricing model for these instruments is substantially mitigated. Refer to Note 10, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: Balance Sheet June 30, 2016 December 31, 2015 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 1.25% Call Option Other assets $ 0 $ 0 $ 38,498 $ 38,498 $ 0 $ 0 $ 80,208 $ 80,208 NantHealth Common Stock Long-term marketable securities 187,500 0 0 187,500 0 0 0 0 1.25% Embedded cash conversion option Other liabilities 0 0 (39,240 ) (39,240 ) 0 0 (81,210 ) (81,210 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 638 0 638 0 424 0 424 Foreign exchange derivative liabilities Accrued expenses 0 0 0 0 0 0 0 0 Total $ 187,500 $ 638 $ (742 ) $ 187,396 $ 0 $ 424 $ (1,002 ) $ (578 ) Investments The following table summarizes our equity investments which are included in other assets in the accompanying consolidated balance sheet: Number of Original Carrying Value at (In thousands) Investees Investment June 30, 2016 December 31, 2015 Equity method investments (1): Nant Health, LLC (2) 0 0 0 203,117 Other 3 1,658 2,436 2,436 Total equity method investments 3 1,658 2,436 205,553 Cost method investments 5 29,991 26,041 17,876 Total equity investments 8 $ 31,649 $ 28,477 $ 223,429 (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. (2) As noted below, effective June 2, 2016, Nant Health LLC is no longer accounted for under the equity method. Effective June 1, 2016, in preparation for an initial public offering (“IPO”) of its equity securities, Nant Health converted from an LLC into a Delaware corporation under the name of NantHealth, Inc. (“NantHealth”). We received 14,285,714 shares of common stock in the new corporation in replacement of our Series G Units of the former Nant Health LLC, representing a 12.6% ownership interest in NantHealth immediately prior to the IPO. On June 2, 2016, NantHealth completed its IPO offering of 6,500,000 shares and its stock began trading on the NASDAQ under the ticker symbol “NH”. The issuance of the IPO shares initially diluted our ownership interest to 11.8%. Also on June 2, 2016, we purchased an additional 714,286 shares at the IPO price of $14 per share for an additional investment in NantHealth of $10 million. This additional share purchase brought our total voting interest in NantHealth to 15,000,000 shares or 12.4% of the voting common stock. Based on the guidance under FASB ASC Topic 323, Investments – Equity Method and Joint Ventures In accordance with FASB ASC Topic 320, Investments – Debt and Equity Securities Fair Value Measurement The decline in the carrying value of our equity method investments from December 31, 2015 to June 30, 2016 was primarily due to NantHealth no longer being accounted for under the equity method as discussed above. The increase in the carrying value of our cost method investments from December 31, 2015 to June 30, 2016 was due to the acquisition of two additional non-marketable equity securities during the second quarter of 2016, as discussed below. This was offset by the recognition of an impairment charge of $2.1 million on one investment during the first quarter of 2016. During first quarter of 2016, we acquired a $0.5 million non-marketable convertible note of a third party with which we have an existing license and distribution agreement. This investment is accounted as an available-for-sale security with changes in fair value recorded in accumulated other comprehensive loss. The fair value of the convertible note was $0.5 million as of June 30, 2016 and was included in other assets in the accompanying consolidated balance sheet as of June 30, 2016. During second quarter of 2016, we acquired certain non-marketable equity securities of two third parties and entered into new commercial agreements with each of those third parties to license and distribute their products and services, for a total consideration of approximately $10.2 million. Both of these equity investments acquired during the second quarter are accounted for under the cost method. The carrying value of these investments was approximately $10.2 million as of June 30, 2016 and are included in other assets in the accompanying consolidated balance sheet. As of June 30, 2016, i . Summarized Financial Information for Equity Method Investments Summarized financial information for our equity method investments on an aggregated basis since the date of acquisition is as follows: March 31, December 31, (In thousands) 2016 2015 Current assets $ 69,491 $ 42,239 Noncurrent assets 571,076 397,519 Current liabilities 214,690 52,482 Noncurrent liabilities 45,920 191,563 Equity of equity method investments $ 379,957 $ 195,713 (In thousands) Trailing Three Months Ended March 31, 2016 Trailing Three Months Ended March 31, 2015 Trailing Six Months Ended March 31, 2016 Trailing Six Months Ended March 31, 2015 Revenue $ 28,557 $ 3,019 $ 51,893 $ 5,729 Net loss (35,385 ) 234 (59,925 ) 18 Long-Term Financial Liabilities Our long-term financial liabilities include amounts outstanding under our senior secured credit facility and Netsmart’s Credit Agreements (as defined in Note 8, Debt), with carrying values that approximate fair value since the interest rates approximate current market rates. In addition, the carrying amount of our 1.25% Cash Convertible Senior Notes (the “1.25% Notes”) approximates fair value as of June 30, 2016, since the effective interest rate on the 1.25% Notes approximates current market rates. See Note 8, “Debt,” for further information regarding our long-term financial liabilities. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | 4. Stockholders' Equity Stock-based Compensation Expense Stock-based compensation expense recognized during the three and six months ended June 30, 2016 and 2015 is included in our consolidated statements of operations as shown in the below table. Stock-based compensation expense includes both non-cash expense related to grants of stock-based awards as well as cash expense related to the employee discount applied to purchases of our common stock under our employee stock purchase plan. In addition, the table below includes stock-based compensation expense related to Netsmart’s time-based liability classified option awards. No stock-based compensation costs were capitalized during the three and six months ended June 30, 2016 and 2015. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Cost of revenue: Software delivery, support and maintenance $ 1,061 $ 1,179 $ 2,230 $ 2,275 Client services 1,138 1,322 2,628 2,730 Total cost of revenue 2,199 2,501 4,858 5,005 Selling, general and administrative expenses 6,342 5,200 11,508 10,211 Research and development 2,119 2,317 4,695 4,320 Total stock-based compensation expense $ 10,660 $ 10,018 $ 21,061 $ 19,536 Allscripts Stock-based Awards We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize the expense for service-based share awards over the requisite service period on a straight-line basis, net of estimated forfeitures. We recognize the expense for performance-based and market-based share awards over the vesting period under the accelerated attribution method, net of estimated forfeitures. In addition, we recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. The fair value of service-based restricted stock units and restricted stock awards is measured at the underlying closing share price of our common stock on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. No stock options were granted during the three and six months ended June 30, 2016 and 2015. We granted stock-based awards as follows: Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Weighted-Average Weighted-Average Grant Date Grant Date (In thousands, except per share amounts) Shares Fair Value Shares Fair Value Service-based restricted stock units 193 $ 13.26 1,995 $ 13.14 Performance-based restricted stock units with a service condition 0 $ 0.00 545 $ 12.39 Market-based restricted stock units with a service condition 0 $ 0.00 621 $ 13.49 193 $ 13.26 3,161 $ 13.08 During the six months ended June 30, 2016 and the year ended December 31, 2015, 1.3 million and 1.4 million shares of stock, respectively, were issued in connection with the exercise of options and the release of restrictions on stock awards. Net Share-settlements Beginning in 2011, upon vesting, restricted stock units and awards are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. The majority of restricted stock units and awards that vested in 2016 and 2015 were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Total payments for the employees' minimum statutory tax obligations to the taxing authorities are reflected as a financing activity within the accompanying consolidated statements of cash flows. The total shares withheld for the six months ended June 30, 2016 and 2015 were 564 thousand and 422 thousand, respectively, and were based on the value of the restricted stock units and awards on their vesting date as determined by our closing stock price. These net-share settlements had the effect of share repurchases by us as they reduced the number of shares that would have otherwise been issued as a result of the vesting. Stock Repurchases In November 2015, our Board of Directors authorized a stock repurchase program under which we may repurchase up to $150 million of our common stock through December 31, 2018. Any share repurchase transactions may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means, subject to market conditions. Any repurchase activity will depend on many factors such as our working capital needs, cash requirements for investments, debt repayment obligations, economic and market conditions at the time, including the price of our common stock, and other factors that we consider relevant. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. During the three and six months ended June 30, 2016, we repurchased 1.2 million and 4.1 million shares, respectively, of our common stock for $14.5 million and $52.0 million, respectively, pursuant to this stock repurchase program. As of June 30, 2016, the amount available for repurchase of common stock under this program was $98.0 million. Issuance of Warrants On June 30, 2016, we issued to a commercial partner, as part of an overall commercial relationship, unregistered warrants to purchase 900,000 shares of Company common stock, par value $0.01 per share at a price per share of $12.47, 1,000,000 shares of common Stock at a price per share of $14.34, and 1,100,000 shares of common Stock at a price per share of $15.59, in each case subject to customary anti-dilution adjustments. The warrants vest in four equal annual installments of 750 thousand shares beginning in June 2017 and expire in June 2026. Our issuance of the warrants was a private placement exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended. Netsmart Long-Term Incentive Plan Netsmart has established the Nathan Holding LLC 2016 Unit Option Plan (the “Plan”) in order to provide key employees, managers, advisors and consultants of Netsmart and its affiliates with an opportunity to acquire an equity interest in Netsmart. The Plan provides for the maximum issuance of 116,491 thousand options related to Netsmart’s Class B Non-Voting Common Member Units (“Option Units”). The option unit grants may contain varying vesting conditions, including service, performance and market conditions established on a grant‑by‑grant basis as determined by the compensation committee of the board of directors and expire no more than 10 years after the date of grant. The Plan includes a call right which enables Netsmart to repurchase any outstanding units in the event of termination of employment. At June 30, 2016, there were 28,502 thousand Class B Non-Voting Common Units available for further issuance under the Plan. For the period from April 19 th Time Based During the period from April 19, 2016 through June 30, 2016, Netsmart granted 62,849 thousand Option Units, to certain of its executives and employees. The Option Units were granted with an exercise price of $1.00 per Option Unit. The Option Units vest ratably over a period of four years, with the first twenty-five percent vesting at the first anniversary of the issuance and the remaining vesting in equal monthly increments over the following thirty-six months. The Option Units are liability‑classified awards requiring the Option Units to be re‑measured at fair value at each reporting period. Performance Based During the period from April 19 th A summary of the activity under the Plan is as follows: (Units in thousands) Option Units Weighted Average Exercise Price Granted during the period 87,989 $ 1.00 Options called during the period 0 $ 0.00 Options exercised during the period 0 $ 0.00 Forfeited during the period 0 $ 0.00 Outstanding – June 30, 2016 87,989 $ 1.00 Exercisable – June 30, 2016 0 $ 0.00 Option Units outstanding at June 30, 2016 are as follows: (Units in thousands) Outstanding Exercisable Exercise price Units Average Black-Scholes Value Weighted Average Remaining Life Shares Average Black-Scholes Value Weighted Average Remaining Life $ 1.00 87,989 $ 0.46 7.00 0 $ 0.00 0 As the current estimated fair value equals the exercise price of the Option Units as of June 30, 2016, there was no intrinsic value related to the outstanding Option Units. The compensation expense was included in the following categories in Netsmart’s statements of operations: (in thousands) June 30, 2016 Cost of sales $ 62 Research and development 36 Sales and marketing 93 General and administrative 1,235 Total $ 1,426 At June 30, 2016 the liability for outstanding awards was $1.4 The fair value of Option Units granted during the period from April 19, 2016 through June 30, 2016 was estimated using the Black‑Scholes‑Merton option pricing model using the following weighted average assumptions: Average expected term in years 7.0 Risk free rate (weighted average) 1.3 % Expected dividends 0.0 % Average volatility 43.4 % Netsmart determined the estimated share price of $1.00 at June 30 , The expected term of the awards was determined based upon an estimate of the expected term of “plain vanilla” options as prescribed by the simplified method. The risk‑free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Netsmart estimates expected volatility based primarily on historical monthly volatility of comparable companies that are publicly traded. Netsmart has $27.5 million of share‑based compensation expense remaining to be recognized (based on the June 30, 2016 fair value) over future periods as follows: $3.6 million in 2016, $7.2 million in 2017, $7.2 million in 2018, $7.2 million in 2019, and $2.3 million in 2020. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 5. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average shares of common stock outstanding. For purposes of calculating diluted earnings (loss) per share, the denominator includes both the weighted average shares of common stock outstanding and dilutive common stock equivalents. Dilutive common stock equivalents consist of stock options, restricted stock unit awards and warrants calculated under the treasury stock method. The calculations of earnings (loss) per share are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Basic Loss per Common Share: Net loss $ (2,136 ) $ (3,216 ) $ (9 ) $ (13,300 ) Less: Net loss (income) attributable to non-controlling interest $ 87 $ (9 ) $ 9 $ (9 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest $ (8,153 ) $ 0 $ (8,153 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (10,202 ) $ (3,225 ) $ (8,153 ) $ (13,309 ) Weighted-average common shares outstanding 186,792 181,558 187,676 181,072 Basic Loss per Common Share $ (0.05 ) $ (0.01 ) $ (0.04 ) $ (0.07 ) Diluted Loss per Common Share: Net loss $ (2,136 ) $ (3,216 ) $ (9 ) $ (13,300 ) Less: Net loss (income) attributable to non-controlling interest $ 87 $ (9 ) $ 9 $ (9 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest $ (8,153 ) $ 0 $ (8,153 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (10,202 ) $ (3,225 ) $ (8,153 ) $ (13,309 ) Weighted-average common shares outstanding 186,792 181,558 187,676 181,072 Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 0 Weighted-average common shares outstanding assuming dilution 186,792 181,558 187,676 181,072 Diluted Loss per Common Share $ (0.05 ) $ (0.01 ) $ (0.04 ) $ (0.07 ) As a result of the net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders for the three and six months ended June 30, 2016 and 2015, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for that period, since the inclusion of any stock equivalents would be anti-dilutive. The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 25,210 23,759 25,227 23,351 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: June 30, 2016 December 31, 2015 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 593,383 $ (321,221 ) $ 272,162 $ 450,852 $ (302,284 ) $ 148,568 Customer contracts and relationships 779,326 (414,787 ) 364,539 552,395 (405,317 ) 147,078 Total $ 1,372,709 $ (736,008 ) $ 636,701 $ 1,003,247 $ (707,601 ) $ 295,646 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 52,000 Goodwill 1,846,944 1,222,601 Total $ 1,925,944 $ 1,274,601 Effective January 1, 2016, we made an organizational change within our Clinical and Financial Solutions reportable segment. Refer to Note 13, “Business Segments” for additional information. As a result of this organizational change, we assessed our revised reporting units and allocated the goodwill previously assigned to our former Touchworks reporting unit to our new Acute and Ambulatory reporting units based on the relative fair value allocation method as applied to the separate Touchworks acute and ambulatory businesses. During the three months ended June 30, 2016 we completed the Netsmart Transaction and recorded additional goodwill and intangible assets relating the acquisition of Netsmart, Inc. As noted above, the formation of Netsmart resulted in the merger of our Homecare TM TM TM We performed our annual goodwill impairment test as of October 1, 2015, our annual testing date, and again as of January 1, 2016 in conjunction with the organizational change within our Clinical and Financial Solutions reportable segment and March 31, 2016 in conjunction with the Netsmart Transaction and related carve-out of our Homecare TM TM TM TM TM Changes in the carrying amounts of goodwill by reportable segment for the six months ended June 30, 2016 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2015 $ 796,367 $ 426,234 $ 0 $ 1,222,601 Acquisition 0 0 625,273 625,273 Reallocation 0 (37,600 ) 37,600 0 Foreign exchange translation (930 ) 0 0 (930 ) Balance as of June 30, 2016 $ 795,437 $ 388,634 $ 662,873 $ 1,846,944 The acquisition of goodwill during the six months ended June 30, 2016 relates to goodwill arising from our acquisition of Netsmart during the three months ended June 30, 2016. The goodwill reallocation during the six months ended June 30, 2016 relates to the allocation of goodwill associated with our Homecare TM There were no accumulated impairment losses associated with our goodwill as of June 30, 2016 or December 31, 2015. |
Asset Impairment Charges
Asset Impairment Charges | 6 Months Ended |
Jun. 30, 2016 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges | 7. Asset Impairment Charges We incurred the following impairment charges: Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 (In thousands) 2016 2015 2016 2015 Asset impairment charges $ 0 $ 293 $ 4,650 $ 319 During the six months ended June 30, 2016, we incurred non-cash asset impairment charges totaling $4.7 million, all of which were incurred in the first quarter of 2016. Included in these charges was $2.2 million for the impairment of capitalized software as a result of our decision to discontinue several software development projects, $2.1 million for the impairment of one of our cost method equity investments, and other charges of $0.4 million to write down a long-term asset to its estimated net realizable value. Asset impairment charges for the first half of 2015 were not significant. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding, excluding capital leases, consisted of the following: June 30, 2016 December 31, 2015 (In thousands) Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount 1.25% Cash Convertible Senior Notes $ 345,000 $ 55,554 $ 289,446 $ 345,000 $ 61,771 $ 283,229 Senior Secured Credit Facility 360,625 5,366 355,259 346,875 5,704 341,171 Netsmart Non-Recourse Debt: First Lien Term Loan 395,000 17,319 377,681 0 0 0 Second Lien Term Loan 167,000 9,698 157,302 0 0 0 Other debt 71 0 71 183 0 183 Total debt $ 1,267,696 $ 87,937 $ 1,179,759 $ 692,058 $ 67,475 $ 624,583 Less debt payable within one year 12,570 493 12,077 12,657 479 12,178 Less debt payable within one year - Netsmart 15,800 4,198 11,602 0 0 0 Total long-term debt, less current maturities $ 1,239,326 $ 83,246 $ 1,156,080 $ 679,401 $ 66,996 $ 612,405 Interest expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Interest expense $ 3,595 $ 4,008 $ 7,133 $ 7,869 Amortization of discounts and debt issuance costs 3,448 3,418 6,879 6,813 Write off of unamortized deferred debt issuance costs 0 57 0 57 Netsmart: Interest expense (1) 8,530 0 8,530 0 Amortization of discounts and debt issuance costs 848 0 848 0 Total interest expense $ 16,421 $ 7,483 $ 23,390 $ 14,739 (1) Includes interest expense related to capital leases. Interest expense related to the 1.25% Notes was comprised of the following: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Coupon interest at 1.25% $ 1,078 $ 1,078 $ 2,156 $ 2,156 Amortization of discounts and debt issuance costs 3,108 2,977 6,216 5,925 Total interest expense related to the 1.25% Notes $ 4,186 $ 4,055 $ 8,372 $ 8,081 Allscripts Senior Secured Facility As of June 30, 2016, $240.6 million under a term loan, $120.0 million under our revolving credit facility, and $0.8 million in letters of credit were outstanding under our senior secured credit facility. As of June 30, 2016, the interest rate on the United States dollars-denominated borrowings under our senior secured credit facility was LIBOR plus 1.75%, which totaled 2.21%. We were in compliance with all covenants under the senior secured credit facility agreement as of June 30, 2016. As of June 30, 2016, we had $429.2 million available, net of outstanding letters of credit, under our revolving credit facility. There can be no assurance that we will be able to draw on the full available balance of our revolving credit facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. As of June 30, 2016, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount. Netsmart Non-Recourse Debt On April 19, 2016, Netsmart entered into a First and Second Lien Credit Agreement (the “Netsmart First Lien Credit Agreement” and the “Netsmart Second Lien Credit Agreement”, respectively), with a syndicate of financial institutions and UBS AG, Stamford Branch, as administrative agent. The Netsmart First Lien Credit Agreement provides for a $395 million senior secured 7-year term loan credit facility (the “Netsmart First Lien Term Loan”) and a $50 million senior secured 5-year revolving loan credit facility (the “Netsmart Revolving Facility”). The Netsmart Second Lien Credit Agreement provides for a $167 million senior secured 7.5-year term loan credit facility (the “Netsmart Second Lien Term Loan,” and, together with the Netsmart First Lien Credit Agreement, the “Netsmart Credit Agreements”). Each of Netsmart’s obligations under the Netsmart Credit Agreements are guaranteed by Intermediate, each other Borrower, each Subsidiary Guarantor and any other person who becomes a party to the Netsmart Credit Agreements, under an unconditional guaranty. Netsmart’s debt under the Netsmart Credit Agreements is non-recourse to Allscripts and its wholly-owned subsidiaries. The Netsmart Revolving Facility will terminate on April 19, 2021 and Netsmart First Lien Term Loan matures on April 19, 2023. The Netsmart Second Lien Term Loan matures on October 19, 2023. All unpaid principal of, and interest accrued on, such loans must be repaid on their respective maturity dates. The outstanding principal amount of the Netsmart Term Loans and the Netsmart Revolving Facility bear interest at a rate equal to (a) with respect to LIBO Rate Loans, Adjusted LIBO Rate plus 4.75% and (b) with respect to ABR Loans, 3.75% (provided, however, that in respect of the Netsmart Revolving Loans, such rate may step-down to 4.25% and 3.25%, respectively, depending on the then-applicable leverage ratio) and (b) of the Netsmart Second Lien Term Loans bear interest at a rate equal to (a) with respect to LIBO Rate Loans, Adjusted LIBO Rate plus 9.50% and (b) with respect to ABR Loans, 8.50%. The proceeds from the funding of the Netsmart Credit Agreements were used to, inter alia The Netsmart Credit Agreements contain a financial covenant that Intermediate and its subsidiaries maintain a maximum ratio of total debt to Consolidated Adjusted EBITDA. The entire principal amount of the Netsmart Credit Agreements and any accrued but unpaid interest may be declared immediately due and payable if an event of default occurs. Events of default under the Netsmart Credit Agreements include (but are not limited to) failure to make payments when due, a default in the performance of any covenants in the Netsmart Credit Agreements or related documents or certain changes of control of Intermediate and/or of Netsmart. The Netsmart First Lien Credit Agreement Netsmart Second Lien Credit Agreement In connection with the Netsmart Credit Agreements, during the three months ended June 30, 2016, Netsmart incurred fees and other costs totaling approximately $27.9 million which were capitalized and included in the net borrowings outstanding under Netsmart’s Credit Agreements as of June 30, 2016. As of June 30, 2016, $395.0 million under the Netsmart First Lien Term Loan, $167.0 million under the Netsmart Second Lien Term Loan and $1.5 million in letters of credit under the Netsmart Revolving Facility were outstanding. As of June 30, 2016, the interest rate on the borrowings under the Netsmart First Lien Term Loan and the Netsmart Revolving Facility was Adjusted LIBO plus 4.75%, which totaled 5.75%. As of June 30, 2016, the interest rate on the borrowings under the Netsmart Second Lien Term Loan was Adjusted LIBO plus 9.5%, which totaled 10.5%. Netsmart was in compliance with all covenants under its Credit Agreements as of June 30, 2016. As of June 30, 2016, Netsmart had $48.5 million available, net of outstanding letters of credit, under the Netsmart Revolving Facility. There can be no assurance that Netsmart will be able to draw on the full available balance of the Netsmart Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. The following table summarizes our future payment obligations under our debt as of June 30, 2016: (In thousands) Total Remainder of 2016 2017 2018 2019 2020 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 0 $ 345,000 $ 0 Term Loan 240,625 6,250 15,625 28,125 40,625 150,000 0 Revolving Facility 120,000 0 0 0 0 120,000 0 Netsmart Non-Recourse Debt: First Lien Term Loan 395,000 7,900 15,800 15,800 15,800 15,800 323,900 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Other debt 71 71 0 0 0 0 0 Total debt $ 1,267,696 $ 14,221 $ 31,425 $ 43,925 $ 56,425 $ 630,800 $ 490,900 (1) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes We account for income taxes under FASB Accounting Standards Codification 740, Income Taxes Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Income (loss) before income taxes $ (2,639 ) $ (1,744 ) $ 51 $ (12,809 ) Income tax benefit (provision) $ 503 $ (1,472 ) $ (60 ) $ (491 ) Effective tax rate 19.1 % (84.4 %) 117.6 % (3.8 %) Our provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate due primarily to valuation allowance, permanent differences, income attributable to foreign jurisdictions taxed at lower rates, state taxes, tax credits and certain discrete items. Our effective tax rate for the three months ended June 30, 2016, compared with the prior year comparable period, differs primarily due to the fact that t he income tax (provision) benefit for the three months ended June 30, 2015 did not include any tax benefit for year to date losses due to our estimate of income at that time for overall annual results of operation for 2015. Additionally, no estimate of the research and development credit was included in the effective tax rate for the three and six months ended June 30, 2015 as the credit had not been reinstated for 2015 until December 18, 2015. Lastly, the effective tax rate for the three and six months ended June 30, 2016, was impacted by the In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available evidence, including scheduled reversals of deferred tax liabilities, tax-planning strategies, and results of recent operations. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). Because of the near break-even pre-tax income for the six months ended June 30, 2016, no valuation allowance has been released in the six months ended June 30, 2016. Our unrecognized income tax benefits were $13.1 million and $11.8 million as of June 30, 2016 and December 31, 2015, respectively. If any portion of our unrecognized tax benefits is recognized, it could impact our effective tax rate. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations, and changes in tax law. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10. Derivative Financial Instruments The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: June 30, 2016 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 638 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 38,498 N/A 1.25% Embedded cash conversion option N/A Other liabilities 39,240 Total derivatives $ 39,136 $ 39,240 December 31, 2015 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 424 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 80,208 N/A 1.25% Embedded cash conversion option N/A Other liabilities 81,210 Total derivatives $ 80,632 $ 81,210 N/A – We define “N/A” as disclosure not being applicable Foreign Exchange Contracts Starting in 2015, we entered into non-deliverable forward foreign currency exchange contracts with reputable banking counterparties in order to hedge a portion of our forecasted future Indian Rupee-denominated (“INR”) expenses against foreign currency fluctuations between the United States dollar and the INR. These forward contracts cover a decreasing percentage of forecasted monthly INR expenses over time. As of June 30, 2016, there were 24 forward contracts outstanding that were staggered to mature monthly starting in July 2016 and ending in December 2017. In the future, we may enter into additional forward contracts to increase the amount of hedged monthly INR expenses or initiate hedges for monthly periods beyond December 2017. As of June 30, 2016, the notional amounts of outstanding forward contracts ranged from 20 million to 140 million INR, or the equivalent of $0.3 million to $2.1 million, based on the exchange rate between the United States dollar and the INR in effect as of June 30, 2016. These amounts also approximate the ranges of forecasted future INR expenses we target to hedge in any one month in the future. The critical terms of the forward contracts and the related hedged forecasted future expenses matched and allowed us to designate the forward contracts as highly effective cash flow hedges. The effective portion of the change in fair value is initially recorded in accumulated other comprehensive loss (“AOCI”) and subsequently reclassified to income in the period in which the cash flows from the associated hedged transactions affect income. Any ineffective portion of the change in fair value of the cash flow hedges is recognized in current period income. During the three and six months ended June 30, 2016, no amount was excluded from the effectiveness assessment and no gains or losses were reclassified from AOCI into income as a result of forecasted transactions that failed to occur. As of June 30, 2016, we estimate that $0.5 million of net unrealized derivative gains included in AOCI will be reclassified into income within the next twelve months. The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Foreign exchange contracts $ (141 ) $ 201 Cost of Revenue $ 27 $ (4 ) Selling, general and administrative expenses 22 (3 ) Research and development 37 (6 ) Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Foreign exchange contracts $ 230 $ 230 Cost of Revenue $ 0 $ 0 Selling, general and administrative expenses 0 0 Research and development 0 0 1.25% Call Option In June 2013, concurrent with the issuance of the 1.25% Notes, we entered into privately negotiated hedge transactions with certain of the initial purchasers of the 1.25% Notes (collectively, the “1.25% Call Option”). Assuming full performance by the counterparties, the 1.25% Call Option is intended to offset cash payments in excess of the principal amount due upon any conversion of the 1.25% Notes. The 1.25% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment due to the cash settlement features until the 1.25% Call Option settles or expires. The 1.25% Call Option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the 1.25% Call Option, refer to Note 3, “Fair Value Measurements and Investments.” The 1.25% Call Option does not qualify for hedge accounting treatment. Therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of operations in other income, net. Because the terms of the 1.25% Call Option are substantially similar to those of the 1.25% Notes embedded cash conversion option, discussed below, we expect the net effect of those two derivative instruments on our earnings to be minimal. 1.25% Notes Embedded Cash Conversion Option The embedded cash conversion option within the 1.25% Notes is required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of operations in other income, net until the cash conversion option settles or expires. The initial fair value liability of the embedded cash conversion option was $82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). The embedded cash conversion option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the embedded cash conversion option, refer to Note 3, “Fair Value Measurements and Investments.” The following table shows the net impact of the changes in fair values of the 1.25% Call Option and the 1.25% Notes embedded cash conversion option in the consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 1.25% Call Option $ (10,507 ) $ 17,064 $ (41,710 ) $ 9,855 1.25% Embedded cash conversion option 10,577 (17,248 ) 41,970 (10,014 ) Net gain (loss) included in other income, net $ 70 $ (184 ) $ 260 $ (159 ) |
Other Comprehensive Income
Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Other Comprehensive Income | 11. Other Comprehensive Income Accumulated Other Comprehensive Loss Changes in the balances of each component included in AOCI are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Losses on Marketable Securities (3) Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2015 (1) $ (4,500 ) $ 0 $ 258 $ (4,242 ) Other comprehensive (loss) income before reclassifications (199 ) (18,115 ) 121 (18,193 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 8 8 Net other comprehensive (loss) income (199 ) (18,115 ) 129 (18,185 ) Balance as of June 30, 2016 (2) $ (4,699 ) $ (18,115 ) $ 387 $ (22,427 ) (1) (2) (3) Marketable securities represent NantHealth common stock (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Marketable Securities Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2014 (1) $ (2,119 ) $ 140 $ 0 $ (1,979 ) Other comprehensive (loss) income before reclassifications (391 ) 0 140 (251 ) Net gains reclassified from accumulated other comprehensive loss 0 (140 ) 0 (140 ) Net other comprehensive (loss) income (391 ) (140 ) 140 (391 ) Balance as of June 30, 2015 (2) $ (2,510 ) $ 0 $ 140 $ (2,370 ) (1) (2) Income Tax Effects Related to Components of Other Comprehensive Income (Loss) The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended June 30, 2016 2015 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (943 ) $ 0 $ (943 ) $ 677 $ 0 $ 677 Marketable securities: Net loss arising during the period (18,115 ) 0 (18,115 ) 0 0 0 Net gain reclassified into income 0 0 0 0 0 0 Net change in unrealized losses on marketable securities (18,115 ) 0 (18,115 ) 0 0 0 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net (losses) gains arising during the period (141 ) 55 (86 ) 230 (90 ) 140 Net (gains) losses reclassified into income (86 ) 34 (52 ) 0 0 0 Net change in unrealized (losses) gains on foreign exchange contracts (227 ) 89 (138 ) 230 (90 ) 140 Net (loss) gain on cash flow hedges (227 ) 89 (138 ) 230 (90 ) 140 Other comprehensive (loss) income $ (19,285 ) $ 89 $ (19,196 ) $ 907 $ (90 ) $ 817 Six Months Ended June 30, 2016 2015 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (199 ) $ 0 $ (199 ) $ (391 ) $ 0 $ (391 ) Marketable securities: Net loss arising during the period (18,115 ) 0 (18,115 ) 0 0 0 Net (gain) loss reclassified into income 0 0 0 (228 ) 88 (140 ) Net change in unrealized (losses) gains on marketable securities (18,115 ) 0 (18,115 ) (228 ) 88 (140 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 201 (80 ) 121 230 (90 ) 140 Net (gains) losses reclassified into income 13 (5 ) 8 0 0 0 Net change in unrealized gains (losses) on foreign exchange contracts 214 (85 ) 129 230 (90 ) 140 Net gain (loss) on cash flow hedges 214 (85 ) 129 230 (90 ) 140 Other comprehensive loss $ (18,100 ) $ (85 ) $ (18,185 ) $ (389 ) $ (2 ) $ (391 ) |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 12. Contingencies In addition to commitments and obligations in the ordinary course of business, we are currently subject to various legal proceedings and claims that have not been fully adjudicated, certain of which are discussed below. We intend to vigorously defend ourselves in these matters. No less than quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. The outcome of legal proceedings is inherently uncertain, and we may incur substantial defense costs and expenses defending any of these matters. If one or more of these legal proceedings were resolved against us in a reporting period for amounts in excess of our management’s expectations, our consolidated financial statements for that reporting period could be materially adversely affected. Additionally, the resolution of a legal proceeding against us could prevent us from offering our products and services to current or prospective clients, which could further adversely affect our operating results. In the opinion of our management, based on the information currently available, there was not at least a reasonable possibility that we may have incurred any material loss, or any material loss in excess of a recorded accrual, with respect to the following matters. Our management will continue to evaluate the potential exposure related to these matters in future periods. On September 14, 2010, Pegasus Imaging Corporation filed a complaint against us in the Circuit Court of the Thirteenth Judicial Circuit of the State of Florida in and for Hillsborough County, Florida, which we transferred to the Special Superior Court for Complex Business Cases. The lawsuit also named former officers Jeffrey Amrein and John Reinhart as defendants. The amended complaint added two defunct Florida corporations that did business with us, and asserted causes of action against defendants for fraudulent misrepresentations, negligent misrepresentations, and deceptive and unfair trade practices under Florida law, allegedly arising from previous business dealings between the plaintiff and Advanced Imaging Concepts, Inc., a software company that we acquired in August 2003, and from our testing of a software development toolkit pursuant to a free trial license from the plaintiff in approximately 1999. On April 16, 2013, the plaintiff filed a Second Amended Complaint adding claims against us for breach of contract, fraud, and negligence. On June 27, 2013, we filed our First Amended Answer, Defenses, and Counterclaims to the plaintiff’s Second Amended Complaint, denying all material allegations, and asserting counterclaims against the plaintiff for breach of two license agreements, breach of warranty, breach of a settlement and arbitration agreement, and three counts of negligent misrepresentation. On July 7, 2014, the Court granted our motion for summary judgment on the plaintiff’s claim of unfair trade practices under Florida law and our motion for summary judgment as to the aforementioned defunct corporations, and granted the plaintiff’s motion for summary judgment on our counterclaims, for which the plaintiff has moved for reconsideration. Trial has been scheduled for February 2017, and we will participate in court-ordered mediation prior to trial. On May 1, 2012, Physicians Healthsource, Inc. filed a class action complaint in U.S. District Court for the Northern District of Illinois against us. The complaint alleges that on multiple occasions between July 2008 and December 2011, we or our agent sent advertisements by fax to the plaintiff and a class of similarly situated persons, without first receiving the recipients’ express permission or invitation in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The plaintiff seeks $500 for each alleged violation of the TCPA; treble damages if the Court finds the violations to be willful, knowing or intentional; and injunctive and other relief. Allscripts answered the complaint denying all material allegations and asserting a number of affirmative defenses, as well as counterclaims for breach of a license agreement. After plaintiff’s motion to compel arbitration of the counterclaims was granted, Allscripts made a demand in arbitration where the counterclaims remain pending. Discovery in the proposed class action has now concluded. On March 31, 2016, plaintiff filed its motion for class certification. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Business Segments | 13. Business Segments We primarily derive our revenues from sales of our proprietary software (either as a direct license sale or under a subscription delivery model), which also serves as the basis for our recurring service contracts for software support and maintenance and certain transaction-related services. In addition, we provide various other client services, including installation, and managed services such as, outsourcing, remote hosting and revenue cycle management. In an effort to further streamline and align our operating structure around our key ambulatory and acute products, effective January 1, 2016, we made changes to our organizational and reporting structure. These changes included (i) the separation of the former Touchworks strategic business unit and its dedicated leadership team into acute and ambulatory businesses, and (ii) the transfer of several ancillary analytics-type products between our existing Clinical and Financial Solutions and Population Health reportable segments. In conjunction with these changes, we formed new Ambulatory and Acute strategic business units, which are deemed to be operating segments within the Clinical and Financial Solutions reportable segment. The ancillary products are extensions of our key ambulatory and acute solutions and in the future will be managed within the new Ambulatory and Acute strategic business units. The prior period segment disclosures below were revised to conform to the current year presentation. Effective on April 19, 2016 we completed the Netsmart Transaction which resulted in the formation of Netsmart through the merger of our Homecare TM TM TM Segment Reporting After the finalization of the above changes to our organizational and reporting structure, as of June 30, 2016, we had five operating segments which are aggregated into three reportable segments. The Clinical and Financial Solutions reportable segment includes the new Ambulatory and Acute, and the Payer and Life Sciences strategic business units, each of which represents a separate operating segment. This reportable segment derives its revenue from the sale of integrated clinical software applications and financial and information solutions, which primarily include Electronic Health Record-related software, financial and practice management software, related installation, support and maintenance, outsourcing, hosting, revenue cycle management, training and electronic claims administration services. The Population Health reportable segment is comprised of a single strategic business unit, which represents a separate operating segment, and derives its revenue from the sale of health management and coordinated care solutions, which are mainly targeted at hospitals, health systems, other care facilities and Accountable Care Organizations. These solutions enable clients to connect, transition, analyze, and coordinate care across the entire care community. The Netsmart reportable segment is comprised of the Netsmart strategic business unit, which represents a separate operating segment. Netsmart operates in the behavioral healthcare information technology field throughout the United States and provides software and technology solutions to the health and human services industry, which comprises behavioral health, addiction treatment, intellectual and developmental disability services, and child and family services. Our CODM uses segment revenues, gross profit and income from operations as measures of performance and to allocate resources. With the exception of the Netsmart segment, in determining these performance measures, we do not include in revenue the amortization of acquisition-related deferred revenue adjustments, which reflect the fair value adjustments to deferred revenues acquired in a business acquisition. With the exception of the Netsmart segment, we also exclude the amortization of intangible assets, stock-based compensation expense, non-recurring expenses and transaction-related costs, and non-cash asset impairment charges from the operating segment data provided to our CODM. Non-recurring expenses relate to certain severance, product consolidation, legal, consulting, and other charges incurred in connection with activities that are considered one-time. Accordingly, these amounts are not included in our reportable segment results and are included in an “Unallocated Amounts” category within our segment disclosure. The “Unallocated Amounts” category also includes corporate general and administrative expenses (including marketing expenses), which are centrally managed, as well as revenue and the associated cost from the resale of certain ancillary products, primarily hardware, other than the respective amounts associated with the Netsmart segment. The historical results of our Homecare TM Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Revenue: Clinical and Financial Solutions $ 282,254 $ 282,542 $ 553,908 $ 546,417 Population Health 54,026 55,049 108,870 110,282 Netsmart 44,233 0 44,233 0 Unallocated Amounts 6,008 14,127 25,068 29,571 Total revenue $ 386,521 $ 351,718 $ 732,079 $ 686,270 Gross Profit: Clinical and Financial Solutions $ 121,319 $ 112,995 $ 235,519 $ 211,268 Population Health 38,775 36,852 78,732 72,575 Netsmart 14,949 0 14,949 0 Unallocated Amounts (8,359 ) (6,223 ) (10,618 ) (10,429 ) Total gross profit $ 166,684 $ 143,624 $ 318,582 $ 273,414 Income (loss) from operations: Clinical and Financial Solutions $ 67,386 $ 57,518 $ 128,403 $ 100,703 Population Health 24,028 22,734 49,288 43,480 Netsmart (2,399 ) 0 (2,399 ) 0 Unallocated Amounts (70,441 ) (74,661 ) (144,822 ) (144,287 ) Total income (loss) from operations $ 18,574 $ 5,591 $ 30,470 $ (104 ) |
Basis of Presentation and Sig20
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries and controlled affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned and controlled affiliates, unless otherwise stated. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited interim consolidated financial statements as of and for the three and six months ended June 30, 2016 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 (our “Form 10-K”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic In March 2016, the FASB issued Accounting Standards Update No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Share-Based Payment Accounting In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase consideration as of the acquisition date: (In thousands) Cash and cash equivalents $ 5,982 Accounts receivable, net 54,510 Prepaid expenses and other current assets 9,266 Fixed assets 26,829 Intangible assets 397,500 Goodwill 625,273 Other assets 6,542 Accounts payable (14,151 ) Accrued expenses (11,690 ) Deferred revenue (18,843 ) Capital lease obligations (17,833 ) Deferred taxes, net (122,646 ) Other liabilities (3,673 ) Net assets acquired $ 937,066 |
Acquired Intangible Assets Amortization | The acquired intangible assets are being amortized over their useful lives, using a method that approximates the pattern of economic benefits to be gained by the intangible asset and consist of the following amounts for each class of acquired intangible asset: (Dollar amounts in thousands) Useful Life Description in Years Fair Value Technology 10-12 yrs $ 143,000 Corporate Trademark indefinite 27,000 Product Trademarks 10 yrs 8,500 Customer Relationships 12-20 yrs 219,000 $ 397,500 |
Netsmart Inc [Member] | |
Sources of Funds Used in Acquisition | The sources of funds used in connection with the Netsmart Acquisition are as follows: (In thousands) Cash contribution for redeemable convertible non-controlling interest in Netsmart - GI Partners $ 333,606 Exchange of Netsmart, Inc.'s common stock for redeemable convertible non-controlling interest in Netsmart - Netsmart, Inc. management 25,543 Cash contribution from borrowings under revolver in exchange for common stock in Netsmart - Allscripts 43,782 Net borrowings under new term loans - Netsmart 534,135 Total funds used for the acquisition $ 937,066 |
Proforma Results | The revenue and net loss of Netsmart since April 19, 2016 are included in our consolidated statement of operations for the three months ended June 30, 2016 and the supplemental pro forma revenue and net loss of the combined entity, presented as if the acquisition of Netsmart, Inc. had occurred on January 1, 2015, are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Actual from Netsmart since acquisition date of April 19, 2016: Revenue $ 44,233 $ 0 $ 44,233 $ 0 Net loss $ (7,113 ) $ 0 $ (7,113 ) $ 0 Supplemental pro forma data for combined entity: Revenue $ 403,388 $ 391,238 $ 798,395 $ 756,268 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (45,442 ) $ (23,602 ) $ (61,202 ) $ (67,036 ) Loss per share, basic and diluted $ (0.24 ) $ (0.13 ) $ (0.33 ) $ (0.37 ) |
Fair Value Measurements and I22
Fair Value Measurements and Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: Balance Sheet June 30, 2016 December 31, 2015 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 1.25% Call Option Other assets $ 0 $ 0 $ 38,498 $ 38,498 $ 0 $ 0 $ 80,208 $ 80,208 NantHealth Common Stock Long-term marketable securities 187,500 0 0 187,500 0 0 0 0 1.25% Embedded cash conversion option Other liabilities 0 0 (39,240 ) (39,240 ) 0 0 (81,210 ) (81,210 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 638 0 638 0 424 0 424 Foreign exchange derivative liabilities Accrued expenses 0 0 0 0 0 0 0 0 Total $ 187,500 $ 638 $ (742 ) $ 187,396 $ 0 $ 424 $ (1,002 ) $ (578 ) |
Summary of Equity Investments Included in Other Assets | The following table summarizes our equity investments which are included in other assets in the accompanying consolidated balance sheet: Number of Original Carrying Value at (In thousands) Investees Investment June 30, 2016 December 31, 2015 Equity method investments (1): Nant Health, LLC (2) 0 0 0 203,117 Other 3 1,658 2,436 2,436 Total equity method investments 3 1,658 2,436 205,553 Cost method investments 5 29,991 26,041 17,876 Total equity investments 8 $ 31,649 $ 28,477 $ 223,429 (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. (2) As noted below, effective June 2, 2016, Nant Health LLC is no longer accounted for under the equity method. |
Summarized Financial Information for Equity Method Investments | Summarized financial information for our equity method investments on an aggregated basis since the date of acquisition is as follows: March 31, December 31, (In thousands) 2016 2015 Current assets $ 69,491 $ 42,239 Noncurrent assets 571,076 397,519 Current liabilities 214,690 52,482 Noncurrent liabilities 45,920 191,563 Equity of equity method investments $ 379,957 $ 195,713 (In thousands) Trailing Three Months Ended March 31, 2016 Trailing Three Months Ended March 31, 2015 Trailing Six Months Ended March 31, 2016 Trailing Six Months Ended March 31, 2015 Revenue $ 28,557 $ 3,019 $ 51,893 $ 5,729 Net loss (35,385 ) 234 (59,925 ) 18 Long-Term Financial Liabilities Our long-term financial liabilities include amounts outstanding under our senior secured credit facility and Netsmart’s Credit Agreements (as defined in Note 8, Debt), with carrying values that approximate fair value since the interest rates approximate current market rates. In addition, the carrying amount of our 1.25% Cash Convertible Senior Notes (the “1.25% Notes”) approximates fair value as of June 30, 2016, since the effective interest rate on the 1.25% Notes approximates current market rates. See Note 8, “Debt,” for further information regarding our long-term financial liabilities. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Capital Unit [Line Items] | |
Stock-Based Compensation Expense | Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Cost of revenue: Software delivery, support and maintenance $ 1,061 $ 1,179 $ 2,230 $ 2,275 Client services 1,138 1,322 2,628 2,730 Total cost of revenue 2,199 2,501 4,858 5,005 Selling, general and administrative expenses 6,342 5,200 11,508 10,211 Research and development 2,119 2,317 4,695 4,320 Total stock-based compensation expense $ 10,660 $ 10,018 $ 21,061 $ 19,536 |
Stock-Based Awards Granted | We granted stock-based awards as follows: Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Weighted-Average Weighted-Average Grant Date Grant Date (In thousands, except per share amounts) Shares Fair Value Shares Fair Value Service-based restricted stock units 193 $ 13.26 1,995 $ 13.14 Performance-based restricted stock units with a service condition 0 $ 0.00 545 $ 12.39 Market-based restricted stock units with a service condition 0 $ 0.00 621 $ 13.49 193 $ 13.26 3,161 $ 13.08 |
Netsmart Inc [Member] | |
Capital Unit [Line Items] | |
Stock-Based Compensation Expense | The compensation expense was included in the following categories in Netsmart’s statements of operations: (in thousands) June 30, 2016 Cost of sales $ 62 Research and development 36 Sales and marketing 93 General and administrative 1,235 Total $ 1,426 |
Netsmart Inc [Member] | Class B Non Voting Common Units | |
Capital Unit [Line Items] | |
Schedule of Option Units Outstanding | Option Units outstanding at June 30, 2016 are as follows: (Units in thousands) Outstanding Exercisable Exercise price Units Average Black-Scholes Value Weighted Average Remaining Life Shares Average Black-Scholes Value Weighted Average Remaining Life $ 1.00 87,989 $ 0.46 7.00 0 $ 0.00 0 |
Schedule of Fair Value of Option Units Weighted Average Assumptions | The fair value of Option Units granted during the period from April 19, 2016 through June 30, 2016 was estimated using the Black‑Scholes‑Merton option pricing model using the following weighted average assumptions: Average expected term in years 7.0 Risk free rate (weighted average) 1.3 % Expected dividends 0.0 % Average volatility 43.4 % |
Netsmart Inc [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | |
Capital Unit [Line Items] | |
Summary of the Activity Under the Plan | A summary of the activity under the Plan is as follows: (Units in thousands) Option Units Weighted Average Exercise Price Granted during the period 87,989 $ 1.00 Options called during the period 0 $ 0.00 Options exercised during the period 0 $ 0.00 Forfeited during the period 0 $ 0.00 Outstanding – June 30, 2016 87,989 $ 1.00 Exercisable – June 30, 2016 0 $ 0.00 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 Basic Loss per Common Share: Net loss $ (2,136 ) $ (3,216 ) $ (9 ) $ (13,300 ) Less: Net loss (income) attributable to non-controlling interest $ 87 $ (9 ) $ 9 $ (9 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest $ (8,153 ) $ 0 $ (8,153 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (10,202 ) $ (3,225 ) $ (8,153 ) $ (13,309 ) Weighted-average common shares outstanding 186,792 181,558 187,676 181,072 Basic Loss per Common Share $ (0.05 ) $ (0.01 ) $ (0.04 ) $ (0.07 ) Diluted Loss per Common Share: Net loss $ (2,136 ) $ (3,216 ) $ (9 ) $ (13,300 ) Less: Net loss (income) attributable to non-controlling interest $ 87 $ (9 ) $ 9 $ (9 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest $ (8,153 ) $ 0 $ (8,153 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (10,202 ) $ (3,225 ) $ (8,153 ) $ (13,309 ) Weighted-average common shares outstanding 186,792 181,558 187,676 181,072 Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 0 Weighted-average common shares outstanding assuming dilution 186,792 181,558 187,676 181,072 Diluted Loss per Common Share $ (0.05 ) $ (0.01 ) $ (0.04 ) $ (0.07 ) |
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share | The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 25,210 23,759 25,227 23,351 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: June 30, 2016 December 31, 2015 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 593,383 $ (321,221 ) $ 272,162 $ 450,852 $ (302,284 ) $ 148,568 Customer contracts and relationships 779,326 (414,787 ) 364,539 552,395 (405,317 ) 147,078 Total $ 1,372,709 $ (736,008 ) $ 636,701 $ 1,003,247 $ (707,601 ) $ 295,646 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 52,000 Goodwill 1,846,944 1,222,601 Total $ 1,925,944 $ 1,274,601 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the six months ended June 30, 2016 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2015 $ 796,367 $ 426,234 $ 0 $ 1,222,601 Acquisition 0 0 625,273 625,273 Reallocation 0 (37,600 ) 37,600 0 Foreign exchange translation (930 ) 0 0 (930 ) Balance as of June 30, 2016 $ 795,437 $ 388,634 $ 662,873 $ 1,846,944 |
Asset Impairment Charges (Table
Asset Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges | We incurred the following impairment charges: Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 (In thousands) 2016 2015 2016 2015 Asset impairment charges $ 0 $ 293 $ 4,650 $ 319 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Instrument [Line Items] | |
Debt Outstanding Excluding Capital Leases | Debt outstanding, excluding capital leases, consisted of the following: June 30, 2016 December 31, 2015 (In thousands) Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount 1.25% Cash Convertible Senior Notes $ 345,000 $ 55,554 $ 289,446 $ 345,000 $ 61,771 $ 283,229 Senior Secured Credit Facility 360,625 5,366 355,259 346,875 5,704 341,171 Netsmart Non-Recourse Debt: First Lien Term Loan 395,000 17,319 377,681 0 0 0 Second Lien Term Loan 167,000 9,698 157,302 0 0 0 Other debt 71 0 71 183 0 183 Total debt $ 1,267,696 $ 87,937 $ 1,179,759 $ 692,058 $ 67,475 $ 624,583 Less debt payable within one year 12,570 493 12,077 12,657 479 12,178 Less debt payable within one year - Netsmart 15,800 4,198 11,602 0 0 0 Total long-term debt, less current maturities $ 1,239,326 $ 83,246 $ 1,156,080 $ 679,401 $ 66,996 $ 612,405 |
Summary of Future Payment Obligations under Debt | The following table summarizes our future payment obligations under our debt as of June 30, 2016: (In thousands) Total Remainder of 2016 2017 2018 2019 2020 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 0 $ 345,000 $ 0 Term Loan 240,625 6,250 15,625 28,125 40,625 150,000 0 Revolving Facility 120,000 0 0 0 0 120,000 0 Netsmart Non-Recourse Debt: First Lien Term Loan 395,000 7,900 15,800 15,800 15,800 15,800 323,900 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Other debt 71 71 0 0 0 0 0 Total debt $ 1,267,696 $ 14,221 $ 31,425 $ 43,925 $ 56,425 $ 630,800 $ 490,900 (1) |
Interest Expense | Interest expense consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Interest expense $ 3,595 $ 4,008 $ 7,133 $ 7,869 Amortization of discounts and debt issuance costs 3,448 3,418 6,879 6,813 Write off of unamortized deferred debt issuance costs 0 57 0 57 Netsmart: Interest expense (1) 8,530 0 8,530 0 Amortization of discounts and debt issuance costs 848 0 848 0 Total interest expense $ 16,421 $ 7,483 $ 23,390 $ 14,739 (1) Includes interest expense related to capital leases. |
1.25% Cash Convertible Senior Notes [Member] | |
Interest Expense | Interest expense related to the 1.25% Notes was comprised of the following: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Coupon interest at 1.25% $ 1,078 $ 1,078 $ 2,156 $ 2,156 Amortization of discounts and debt issuance costs 3,108 2,977 6,216 5,925 Total interest expense related to the 1.25% Notes $ 4,186 $ 4,055 $ 8,372 $ 8,081 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Effective Tax Rates | Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Income (loss) before income taxes $ (2,639 ) $ (1,744 ) $ 51 $ (12,809 ) Income tax benefit (provision) $ 503 $ (1,472 ) $ (60 ) $ (491 ) Effective tax rate 19.1 % (84.4 %) 117.6 % (3.8 %) |
Derivative Financial Instrume29
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value and Balance Sheet Locations | The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: June 30, 2016 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 638 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 38,498 N/A 1.25% Embedded cash conversion option N/A Other liabilities 39,240 Total derivatives $ 39,136 $ 39,240 December 31, 2015 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 424 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 80,208 N/A 1.25% Embedded cash conversion option N/A Other liabilities 81,210 Total derivatives $ 80,632 $ 81,210 N/A – We define “N/A” as disclosure not being applicable |
Derivatives Instruments Designated as Cash Flow Hedges | The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Foreign exchange contracts $ (141 ) $ 201 Cost of Revenue $ 27 $ (4 ) Selling, general and administrative expenses 22 (3 ) Research and development 37 (6 ) Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Foreign exchange contracts $ 230 $ 230 Cost of Revenue $ 0 $ 0 Selling, general and administrative expenses 0 0 Research and development 0 0 |
Net Impact of Changes in Fair Value of Call Option and Embedded Cash Conversion Option | The following table shows the net impact of the changes in fair values of the 1.25% Call Option and the 1.25% Notes embedded cash conversion option in the consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 1.25% Call Option $ (10,507 ) $ 17,064 $ (41,710 ) $ 9,855 1.25% Embedded cash conversion option 10,577 (17,248 ) 41,970 (10,014 ) Net gain (loss) included in other income, net $ 70 $ (184 ) $ 260 $ (159 ) |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | Changes in the balances of each component included in AOCI are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Losses on Marketable Securities (3) Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2015 (1) $ (4,500 ) $ 0 $ 258 $ (4,242 ) Other comprehensive (loss) income before reclassifications (199 ) (18,115 ) 121 (18,193 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 8 8 Net other comprehensive (loss) income (199 ) (18,115 ) 129 (18,185 ) Balance as of June 30, 2016 (2) $ (4,699 ) $ (18,115 ) $ 387 $ (22,427 ) (1) (2) (3) Marketable securities represent NantHealth common stock (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Marketable Securities Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2014 (1) $ (2,119 ) $ 140 $ 0 $ (1,979 ) Other comprehensive (loss) income before reclassifications (391 ) 0 140 (251 ) Net gains reclassified from accumulated other comprehensive loss 0 (140 ) 0 (140 ) Net other comprehensive (loss) income (391 ) (140 ) 140 (391 ) Balance as of June 30, 2015 (2) $ (2,510 ) $ 0 $ 140 $ (2,370 ) (1) (2) |
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) | The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended June 30, 2016 2015 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (943 ) $ 0 $ (943 ) $ 677 $ 0 $ 677 Marketable securities: Net loss arising during the period (18,115 ) 0 (18,115 ) 0 0 0 Net gain reclassified into income 0 0 0 0 0 0 Net change in unrealized losses on marketable securities (18,115 ) 0 (18,115 ) 0 0 0 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net (losses) gains arising during the period (141 ) 55 (86 ) 230 (90 ) 140 Net (gains) losses reclassified into income (86 ) 34 (52 ) 0 0 0 Net change in unrealized (losses) gains on foreign exchange contracts (227 ) 89 (138 ) 230 (90 ) 140 Net (loss) gain on cash flow hedges (227 ) 89 (138 ) 230 (90 ) 140 Other comprehensive (loss) income $ (19,285 ) $ 89 $ (19,196 ) $ 907 $ (90 ) $ 817 Six Months Ended June 30, 2016 2015 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (199 ) $ 0 $ (199 ) $ (391 ) $ 0 $ (391 ) Marketable securities: Net loss arising during the period (18,115 ) 0 (18,115 ) 0 0 0 Net (gain) loss reclassified into income 0 0 0 (228 ) 88 (140 ) Net change in unrealized (losses) gains on marketable securities (18,115 ) 0 (18,115 ) (228 ) 88 (140 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 201 (80 ) 121 230 (90 ) 140 Net (gains) losses reclassified into income 13 (5 ) 8 0 0 0 Net change in unrealized gains (losses) on foreign exchange contracts 214 (85 ) 129 230 (90 ) 140 Net gain (loss) on cash flow hedges 214 (85 ) 129 230 (90 ) 140 Other comprehensive loss $ (18,100 ) $ (85 ) $ (18,185 ) $ (389 ) $ (2 ) $ (391 ) |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 Revenue: Clinical and Financial Solutions $ 282,254 $ 282,542 $ 553,908 $ 546,417 Population Health 54,026 55,049 108,870 110,282 Netsmart 44,233 0 44,233 0 Unallocated Amounts 6,008 14,127 25,068 29,571 Total revenue $ 386,521 $ 351,718 $ 732,079 $ 686,270 Gross Profit: Clinical and Financial Solutions $ 121,319 $ 112,995 $ 235,519 $ 211,268 Population Health 38,775 36,852 78,732 72,575 Netsmart 14,949 0 14,949 0 Unallocated Amounts (8,359 ) (6,223 ) (10,618 ) (10,429 ) Total gross profit $ 166,684 $ 143,624 $ 318,582 $ 273,414 Income (loss) from operations: Clinical and Financial Solutions $ 67,386 $ 57,518 $ 128,403 $ 100,703 Population Health 24,028 22,734 49,288 43,480 Netsmart (2,399 ) 0 (2,399 ) 0 Unallocated Amounts (70,441 ) (74,661 ) (144,822 ) (144,287 ) Total income (loss) from operations $ 18,574 $ 5,591 $ 30,470 $ (104 ) |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 19, 2016 | Jun. 30, 2016 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||
Contribution and investment agreement date | Mar. 20, 2016 | ||
Netsmart transaction completion date | Apr. 19, 2016 | ||
Description of liquidation preference | The liquidation preference is equal to the greater of (i) a return of the original issue price plus a preferred return (accruing on a daily basis at the rate of 11% per annum and compounding annually on the last day of each calendar year) or (ii) the as-converted value of Class A Common Units in Nathan. | ||
Preferred return percentage | 11.00% | ||
Percentage of redemption preference | 11.00% | 11.00% | |
Equity ownership percentage | 49.10% | ||
Selling, General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition-related costs | $ 400 | $ 4,100 | |
GI Partners [Member] | |||
Business Acquisition [Line Items] | |||
Equity ownership percentage | 47.20% | ||
Netsmart Management [Member] | |||
Business Acquisition [Line Items] | |||
Minority interest percentage | 3.70% | ||
Netsmart Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, purchase price | $ 950,000 | ||
Escrow deposit related to the integration of homecare business | $ 15,000 | ||
Escrow deposit period | 5 years | ||
Business combination, aggregate consideration | $ 937,066 | ||
Extinguishment of debt | 325,000 | ||
Accrued interest and fees | 2,000 | ||
Netsmart Inc [Member] | Outstanding Equity Awards and Seller Costs [Member] | |||
Business Acquisition [Line Items] | |||
Expenses incurred in acquisition | $ 48,600 | $ 48,600 | |
Netsmart Inc [Member] | Nathan [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, aggregate consideration | $ 937,000 |
Schedule of Purchase Price Fund
Schedule of Purchase Price Funded by the Sources of Funds (Detail) - Netsmart Inc [Member] $ in Thousands | Apr. 19, 2016USD ($) |
Business Acquisition [Line Items] | |
Net borrowings under new term loans | $ 534,135 |
Business combination, aggregate consideration | 937,066 |
GI Partners [Member] | |
Business Acquisition [Line Items] | |
Cash contribution for redeemable convertible non-controlling interest | 333,606 |
Netsmart Inc Management [Member] | |
Business Acquisition [Line Items] | |
Exchange of Netsmart common stock for redeemable convertible non-controlling interest | 25,543 |
Allscripts [Member] | |
Business Acquisition [Line Items] | |
Cash contribution from borrowings under revolver in exchange for common stock | $ 43,782 |
Assets Acquired and Liabilities
Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Apr. 19, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,846,944 | $ 1,222,601 | |
Netsmart Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 5,982 | ||
Accounts receivable, net | 54,510 | ||
Prepaid expenses and other current assets | 9,266 | ||
Fixed assets | 26,829 | ||
Intangible assets | 397,500 | ||
Goodwill | 625,273 | ||
Other assets | 6,542 | ||
Accounts payable | (14,151) | ||
Accrued expenses | (11,690) | ||
Deferred revenue | (18,843) | ||
Capital lease obligations | (17,833) | ||
Deferred taxes, net | (122,646) | ||
Other liabilities | (3,673) | ||
Net assets acquired | $ 937,066 |
Acquired Intangible Assets Amor
Acquired Intangible Assets Amortization (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Business Acquisition [Line Items] | |
Intangible assets, fair value | $ 397,500 |
Technology [member] | |
Business Acquisition [Line Items] | |
Intangible assets, fair value | 143,000 |
Corporate Trademark [member] | |
Business Acquisition [Line Items] | |
Intangible assets, fair value | $ 27,000 |
Product Trademarks [Member] | |
Business Acquisition [Line Items] | |
Intangible assets, useful life (in years) | 10 years |
Intangible assets, fair value | $ 8,500 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Intangible assets, fair value | $ 219,000 |
Minimum [Member] | Technology [member] | |
Business Acquisition [Line Items] | |
Intangible assets, useful life (in years) | 10 years |
Minimum [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Intangible assets, useful life (in years) | 12 years |
Maximum [Member] | Technology [member] | |
Business Acquisition [Line Items] | |
Intangible assets, useful life (in years) | 12 years |
Maximum [Member] | Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Intangible assets, useful life (in years) | 20 years |
Pro forma Results (Detail)
Pro forma Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Netsmart Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 44,233 | $ 0 | $ 44,233 | $ 0 |
Net loss | (7,113) | 0 | (7,113) | 0 |
Combined Entity [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 403,388 | 391,238 | 798,395 | 756,268 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (45,442) | $ (23,602) | $ (61,202) | $ (67,036) |
Loss per share, basic and diluted | $ (0.24) | $ (0.13) | $ (0.33) | $ (0.37) |
Summary of Financial Assets and
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | $ 187,500 | $ 0 |
Prepaid expenses and other current assets | 107,810 | 93,622 |
Accrued expenses | (65,696) | (62,021) |
Total | 187,396 | (578) |
NantHealth Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 187,500 | 0 |
Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 638 | 424 |
Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 0 | 0 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (39,240) | (81,210) |
1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 38,498 | 80,208 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 187,500 | 0 |
Level 1 [Member] | NantHealth Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 187,500 | 0 |
Level 1 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Level 1 [Member] | Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 0 | 0 |
Level 1 [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | 0 | 0 |
Level 1 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 0 | 0 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 638 | 424 |
Level 2 [Member] | NantHealth Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 0 |
Level 2 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 638 | 424 |
Level 2 [Member] | Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 0 | 0 |
Level 2 [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | 0 | 0 |
Level 2 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 0 | 0 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | (742) | (1,002) |
Level 3 [Member] | NantHealth Common Stock [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 0 |
Level 3 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Level 3 [Member] | Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 0 | 0 |
Level 3 [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (39,240) | (81,210) |
Level 3 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | $ 38,498 | $ 80,208 |
Summary of Equity Investments I
Summary of Equity Investments Included in Other Assets (Detail) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016USD ($)Investment | Dec. 31, 2015USD ($) | ||
Schedule Of Investments [Line Items] | |||
Number of Investees | Investment | [1] | 3 | |
Equity method investments, Original Investment | [1] | $ 1,658 | |
Equity method investments, Carrying Value | [1] | $ 2,436 | $ 205,553 |
Cost method investments, Number of Investees | Investment | 5 | ||
Cost method investments, Original Investment | $ 29,991 | ||
Cost method investments, Carrying Value | $ 26,041 | 17,876 | |
Total equity investments, Number of Investees | Investment | 8 | ||
Total equity investments, Original Investment | $ 31,649 | ||
Total equity investments, Carrying Value | $ 28,477 | 223,429 | |
Nant Health, LLC [Member] | |||
Schedule Of Investments [Line Items] | |||
Number of Investees | Investment | [1],[2] | 0 | |
Equity method investments, Original Investment | [1],[2] | $ 0 | |
Equity method investments, Carrying Value | [1],[2] | $ 0 | 203,117 |
Other [Member] | |||
Schedule Of Investments [Line Items] | |||
Number of Investees | Investment | [1] | 3 | |
Equity method investments, Original Investment | [1] | $ 1,658 | |
Equity method investments, Carrying Value | [1] | $ 2,436 | $ 2,436 |
[1] | Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. | ||
[2] | As noted below, effective June 2, 2016, Nant Health LLC is no longer accounted for under the equity method. |
Fair Value Measurements and I39
Fair Value Measurements and Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 01, 2016 | Dec. 31, 2015 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||||
Common stock, shares issued | 267,844,000 | 267,844,000 | 266,545,000 | ||||||
Carrying values of equity method investment | [1] | $ 2,436 | $ 2,436 | $ 205,553 | |||||
Closing price of fair value investment | 187,500 | 187,500 | 0 | ||||||
Unrealized loss of fair value investment | (19,196) | $ 817 | (18,185) | $ (391) | |||||
Asset impairment charges | 0 | $ 293 | 4,650 | $ 319 | |||||
Total consideration for non marketable equity securities | $ 500 | ||||||||
Total consideration for non marketable equity securities | 10,200 | ||||||||
Carrying values of cost method investments | $ 26,041 | $ 26,041 | $ 17,876 | ||||||
1.25% Cash Convertible Senior Notes [Member] | |||||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||||
Interest rate | 1.25% | 1.25% | |||||||
Other Assets [Member] | |||||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||||
Convertible note fair value | $ 500 | $ 500 | |||||||
Carrying values of cost method investments | $ 10,200 | 10,200 | |||||||
Cost Method Equity Investments | |||||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||||
Asset impairment charges | $ 2,100 | ||||||||
NantHealth, Inc [Member] | |||||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||||
Minority ownership percentage by parent | 12.40% | 12.40% | |||||||
Aggregate voting interest on common stock | 15,000,000 | ||||||||
Common Stock shares voting percent | 12.40% | ||||||||
Carrying values of equity method investment | $ 205,600 | $ 205,600 | |||||||
NantHealth, Inc [Member] | IPO [Member] | |||||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||||
Common stock, shares issued | 6,500,000 | 14,285,714 | |||||||
Minority ownership percentage by parent | 11.80% | 12.60% | |||||||
Additional shares purchased | 714,286 | ||||||||
Additional shares purchased per share | $ 14 | ||||||||
Additional shares purchased investment amount | $ 10,000 | ||||||||
NantHealth Common Stock [Member] | |||||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||||
Closing price of fair value investment | $ 187,500 | 187,500 | |||||||
Unrealized loss of fair value investment | $ 18,100 | ||||||||
[1] | Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. |
Summarized Financial Informatio
Summarized Financial Information for Equity Method Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Equity Method Investments And Joint Ventures [Abstract] | |||||
Current assets | $ 69,491 | $ 69,491 | $ 42,239 | ||
Noncurrent assets | 571,076 | 571,076 | 397,519 | ||
Current liabilities | 214,690 | 214,690 | 52,482 | ||
Noncurrent liabilities | 45,920 | 45,920 | 191,563 | ||
Equity of equity method investments | 379,957 | 379,957 | $ 195,713 | ||
Revenue | 28,557 | $ 3,019 | 51,893 | $ 5,729 | |
Net loss | $ (35,385) | $ 234 | $ (59,925) | $ 18 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)Installment$ / sharesshares | Jun. 30, 2015USD ($)shares | Dec. 31, 2015$ / sharesshares | Nov. 30, 2015USD ($) | |
Class Of Stock [Line Items] | |||||||
Capitalized stock-based compensation costs | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||
Stock options granted | shares | 0 | 0 | 0 | 0 | |||
Share issued, exercise of options and release of stock awards | shares | 1,300,000 | 1,400,000 | |||||
Shares settled for tax withholding | shares | 564,000 | 422,000 | |||||
Stock repurchase program, authorized amount | $ | $ 150,000,000 | ||||||
Common stock repurchased, shares | shares | 1,200,000 | 4,100,000 | |||||
Common stock repurchased, amount | $ | $ 14,500,000 | $ 52,075,000 | $ 0 | ||||
Remaining value for purchase of common stock under the stock repurchase program | $ | $ 98,000,000 | $ 98,000,000 | $ 98,000,000 | ||||
Unregistered common stock, shares issued | shares | 267,844,000 | 267,844,000 | 267,844,000 | 266,545,000 | |||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Stock based compensation expense | $ | $ 10,660,000 | $ 10,018,000 | $ 21,061,000 | $ 19,536,000 | |||
Netsmart Inc [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock based compensation expense | $ | 1,426,000 | ||||||
Liability for outstanding awards | $ | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | ||||
Estimated weighted average fair value, Black-Scholes-Merton option pricing model | $ / shares | $ 0.46 | $ 0.46 | $ 0.46 | ||||
Estimated share price | $ / shares | $ 1 | $ 1 | $ 1 | ||||
Share based compensation expense remaining to be recognized | $ | $ 27,500,000 | $ 27,500,000 | $ 27,500,000 | ||||
Share based compensation expense remaining to be recognized, 2016 | $ | 3,600,000 | 3,600,000 | 3,600,000 | ||||
Share based compensation expense remaining to be recognized, 2017 | $ | 7,200,000 | 7,200,000 | 7,200,000 | ||||
Share based compensation expense remaining to be recognized, 2018 | $ | 7,200,000 | 7,200,000 | 7,200,000 | ||||
Share based compensation expense remaining to be recognized, 2019 | $ | 7,200,000 | 7,200,000 | 7,200,000 | ||||
Share based compensation expense remaining to be recognized, 2020 | $ | $ 2,300,000 | 2,300,000 | 2,300,000 | ||||
Netsmart Inc [Member] | Class B Non Voting Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Options issued during the period | shares | 87,989,000 | ||||||
Exercise price | $ / shares | $ 1 | ||||||
Intrinsic value related to outstanding Option Units | $ | $ 0 | $ 0 | $ 0 | ||||
Estimated weighted average fair value, Black-Scholes-Merton option pricing model | $ / shares | $ 0.46 | $ 0.46 | $ 0.46 | ||||
Netsmart Inc [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock options granted | shares | 87,989,000 | ||||||
Maximum issuance of options | shares | 116,491,000 | 116,491,000 | 116,491,000 | ||||
Options available for further issuance | shares | 28,502,000 | 28,502,000 | 28,502,000 | ||||
Exercise price | $ / shares | $ 1 | ||||||
Netsmart Inc [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | Time Based Option Units [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Options issued during the period | shares | 62,849,000 | ||||||
Exercise price | $ / shares | $ 1 | ||||||
Options vesting period | 4 years | ||||||
Vesting description | The Option Units vest ratably over a period of four years, with the first twenty-five percent vesting at the first anniversary of the issuance and the remaining vesting in equal monthly increments over the following thirty-six months | ||||||
Netsmart Inc [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | Performance Based Option Units [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Options issued during the period | shares | 25,140,000 | ||||||
Exercise price | $ / shares | $ 1 | ||||||
Stock based compensation expense | $ | $ 0 | ||||||
Netsmart Inc [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | Maximum [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Option Units expiration period | 10 years | ||||||
Customary Anti-Dilution Adjustments [Member] | Warrant Issued to Commercial Partner [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Number of installments | Installment | 4 | ||||||
Number of warrants vesting annually | shares | 750,000 | 750,000 | 750,000 | ||||
Warrant expiration period | 2026-06 | ||||||
Case 1 [Member] | Customary Anti-Dilution Adjustments [Member] | Warrant Issued to Commercial Partner [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Number of warrants issued | shares | 900,000 | 900,000 | 900,000 | ||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Sale of common stock, price per share | $ / shares | $ 12.47 | $ 12.47 | $ 12.47 | ||||
Case 2 [Member] | Customary Anti-Dilution Adjustments [Member] | Warrant Issued to Commercial Partner [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Number of warrants issued | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Sale of common stock, price per share | $ / shares | $ 14.34 | $ 14.34 | $ 14.34 | ||||
Case 3 [Member] | Customary Anti-Dilution Adjustments [Member] | Warrant Issued to Commercial Partner [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Number of warrants issued | shares | 1,100,000 | 1,100,000 | 1,100,000 | ||||
Sale of common stock, price per share | $ / shares | $ 15.59 | $ 15.59 | $ 15.59 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 10,660 | $ 10,018 | $ 21,061 | $ 19,536 |
Cost of revenue [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 2,199 | 2,501 | 4,858 | 5,005 |
Cost of revenue [Member] | Software delivery, Support and Maintenance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 1,061 | 1,179 | 2,230 | 2,275 |
Cost of revenue [Member] | Client services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 1,138 | 1,322 | 2,628 | 2,730 |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 6,342 | 5,200 | 11,508 | 10,211 |
Research and development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 2,119 | $ 2,317 | $ 4,695 | $ 4,320 |
Stock-Based Awards Granted (Det
Stock-Based Awards Granted (Detail) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 193 | 3,161 |
Weighted-Average Grant Date Fair Value, granted | $ 13.26 | $ 13.08 |
Service-Based Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 193 | 1,995 |
Weighted-Average Grant Date Fair Value, granted | $ 13.26 | $ 13.14 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 0 | 545 |
Weighted-Average Grant Date Fair Value, granted | $ 0 | $ 12.39 |
Market-Based Restricted Stock Units with a Service Condition [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 0 | 621 |
Weighted-Average Grant Date Fair Value, granted | $ 0 | $ 13.49 |
Summary of the Activity Under t
Summary of the Activity Under the Plan (Detail) - $ / shares | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Option Units, Granted during the period | 0 | 0 | 0 | 0 | |
Netsmart Inc [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Option Units, Granted during the period | 87,989,000 | ||||
Option Units, Options called during the period | 0 | ||||
Option Units, Options exercised during the period | 0 | ||||
Option Units, Forfeited during the period | 0 | ||||
Option Units, Outstanding – June 30, 2016 | 87,989,000 | 87,989,000 | 87,989,000 | ||
Option Units, Exercisable – June 30, 2016 | 0 | 0 | 0 | ||
Weighted Average Exercise Price, Granted during the period | $ 1 | ||||
Weighted Average Exercise Price, Options called during the period | 0 | ||||
Weighted Average Exercise Price, Options exercised during the period | 0 | ||||
Weighted Average Exercise Price, Forfeited during the period | 0 | ||||
Weighted Average Exercise Price, Outstanding – June 30, 2016 | 1 | $ 1 | $ 1 | ||
Weighted Average Exercise Price, Exercisable – June 30, 2016 | $ 0 | $ 0 | $ 0 |
Schedule of Option Units Outsta
Schedule of Option Units Outstanding (Detail) - Netsmart Inc [Member] | 2 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, Average Black-Scholes Value | $ 0.46 |
Class B Non Voting Common Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise price | $ 1 |
Option Units, Outstanding – June 30, 2016 | shares | 87,989,000 |
Outstanding, Average Black-Scholes Value | $ 0.46 |
Outstanding, Weighted Average Remaining Life | 7 years |
Option Units, Exercisable – June 30, 2016 | shares | 0 |
Exercisable, Average Black-Scholes Value | $ 0 |
Exercisable, Weighted Average Remaining Life | 0 years |
Schedule of Compensation Expens
Schedule of Compensation Expense Categories in Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | $ 10,660 | $ 10,018 | $ 21,061 | $ 19,536 |
Cost of revenue [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | 2,199 | 2,501 | 4,858 | 5,005 |
Research and development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | $ 2,119 | $ 2,317 | 4,695 | $ 4,320 |
Netsmart Inc [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | 1,426 | |||
Netsmart Inc [Member] | Cost of revenue [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | 62 | |||
Netsmart Inc [Member] | Research and development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | 36 | |||
Netsmart Inc [Member] | Selling and Marketing Expense [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | 93 | |||
Netsmart Inc [Member] | General and Administrative Expense [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total compensation expense | $ 1,235 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Option Units Weighted Average Assumptions (Detail) - Netsmart Inc [Member] - Class B Non Voting Common Units | 2 Months Ended |
Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Average expected term in years | 7 years |
Risk free rate (weighted average) | 1.30% |
Expected dividends | 0.00% |
Average volatility | 43.40% |
Calculations of Earnings (Loss)
Calculations of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Basic Loss per Common Share: | ||||
Net loss | $ (2,136) | $ (3,216) | $ (9) | $ (13,300) |
Less: Net loss (income) attributable to non-controlling interest | 87 | (9) | 9 | (9) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest | (8,153) | 0 | (8,153) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (10,202) | $ (3,225) | $ (8,153) | $ (13,309) |
Weighted-average common shares outstanding | 186,792 | 181,558 | 187,676 | 181,072 |
Basic Loss per Common Share | $ (0.05) | $ (0.01) | $ (0.04) | $ (0.07) |
Diluted Loss per Common Share: | ||||
Net loss | $ (2,136) | $ (3,216) | $ (9) | $ (13,300) |
Less: Net loss (income) attributable to non-controlling interest | 87 | (9) | 9 | (9) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest | (8,153) | 0 | (8,153) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (10,202) | $ (3,225) | $ (8,153) | $ (13,309) |
Weighted-average common shares outstanding | 186,792 | 181,558 | 187,676 | 181,072 |
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 186,792 | 181,558 | 187,676 | 181,072 |
Diluted Loss per Common Share | $ (0.05) | $ (0.01) | $ (0.04) | $ (0.07) |
Anti-Dilutive Stock Options, Re
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 25,210 | 23,759 | 25,227 | 23,351 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,372,709 | $ 1,003,247 |
Accumulated Amortization | (736,008) | (707,601) |
Intangible Assets, Net | 636,701 | 295,646 |
Registered trademarks | 79,000 | 52,000 |
Goodwill | 1,846,944 | 1,222,601 |
Total | 1,925,944 | 1,274,601 |
Proprietary Technology [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 593,383 | 450,852 |
Accumulated Amortization | (321,221) | (302,284) |
Intangible Assets, Net | 272,162 | 148,568 |
Customer Contracts and Relationships [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 779,326 | 552,395 |
Accumulated Amortization | (414,787) | (405,317) |
Intangible Assets, Net | $ 364,539 | $ 147,078 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 1,222,601 |
Acquisition | 625,273 |
Reallocation | 0 |
Foreign exchange translation | (930) |
Goodwill, net | 1,846,944 |
Clinical and Financial Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill | 796,367 |
Acquisition | 0 |
Reallocation | 0 |
Foreign exchange translation | (930) |
Goodwill, net | 795,437 |
Population Health [Member] | |
Goodwill [Line Items] | |
Goodwill | 426,234 |
Acquisition | 0 |
Reallocation | (37,600) |
Foreign exchange translation | 0 |
Goodwill, net | 388,634 |
Netsmart [Member] | |
Goodwill [Line Items] | |
Goodwill | 0 |
Acquisition | 625,273 |
Reallocation | 37,600 |
Foreign exchange translation | 0 |
Goodwill, net | $ 662,873 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment losses associated with goodwill | $ 0 | $ 0 |
Asset Impairment Charges (Detai
Asset Impairment Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Asset Impairment Charges [Abstract] | ||||
Asset impairment charges | $ 0 | $ 293 | $ 4,650 | $ 319 |
Asset Impairment Charges - Addi
Asset Impairment Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Asset Impairment Charges [Line Items] | ||||
Asset impairment charges | $ 0 | $ 293 | $ 4,650 | $ 319 |
Other charges | 400 | |||
Capitalized Software Development Projects [Member] | ||||
Asset Impairment Charges [Line Items] | ||||
Asset impairment charges | 2,200 | |||
Cost Method Equity Investments | ||||
Asset Impairment Charges [Line Items] | ||||
Asset impairment charges | $ 2,100 |
Debt Outstanding Excluding Capi
Debt Outstanding Excluding Capital Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Principal Balance | $ 1,267,696 | $ 692,058 | |
Unamortized Discount and Debt Issuance Costs | 87,937 | 67,475 | |
Net Carrying Amount | 1,179,759 | 624,583 | |
Principal Balance, Current | 12,570 | 12,657 | |
Unamortized Discount and Debt Issuance Costs, Current | 493 | 479 | |
Net Carrying Amount, Current | 12,077 | 12,178 | |
Principal Balance, Noncurrent | 1,239,326 | 679,401 | |
Unamortized Discount and Debt Issuance Costs, Noncurrent | 83,246 | 66,996 | |
Net Carrying Amount, Noncurrent | 1,156,080 | 612,405 | |
Netsmart [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance, Current | 15,800 | 0 | |
Unamortized Discount and Debt Issuance Costs, Current | 4,198 | 0 | |
Net Carrying Amount, Current | 11,602 | 0 | |
1.25% Cash Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 345,000 | [1] | 345,000 |
Unamortized Discount and Debt Issuance Costs | 55,554 | 61,771 | |
Net Carrying Amount | 289,446 | 283,229 | |
Senior Secured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 360,625 | 346,875 | |
Unamortized Discount and Debt Issuance Costs | 5,366 | 5,704 | |
Net Carrying Amount | 355,259 | 341,171 | |
Netsmart First Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 395,000 | 0 | |
Unamortized Discount and Debt Issuance Costs | 17,319 | 0 | |
Net Carrying Amount | 377,681 | 0 | |
Netsmart Second Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 167,000 | 0 | |
Unamortized Discount and Debt Issuance Costs | 9,698 | 0 | |
Net Carrying Amount | 157,302 | 0 | |
Other Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 71 | 183 | |
Unamortized Discount and Debt Issuance Costs | 0 | 0 | |
Net Carrying Amount | $ 71 | $ 183 | |
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Interest Expense (Detail)
Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Debt Instrument [Line Items] | |||||
Interest expense | $ 3,595 | $ 4,008 | $ 7,133 | $ 7,869 | |
Amortization of discounts and debt issuance costs | 3,448 | 3,418 | 6,879 | 6,813 | |
Write off of unamortized deferred debt issuance costs | 0 | 57 | 0 | 57 | |
Total interest expense | 16,421 | 7,483 | 23,390 | 14,739 | |
Netsmart [Member] | |||||
Debt Instrument [Line Items] | |||||
Amortization of discounts and debt issuance costs | 848 | 0 | 848 | 0 | |
Interest expense | [1] | $ 8,530 | $ 0 | $ 8,530 | $ 0 |
[1] | Includes interest expense related to capital leases. |
Interest Expense Related to Not
Interest Expense Related to Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | ||||
Coupon interest at 1.25% | $ 3,595 | $ 4,008 | $ 7,133 | $ 7,869 |
Amortization of discounts and debt issuance costs | 3,448 | 3,418 | 6,879 | 6,813 |
Total interest expense | 16,421 | 7,483 | 23,390 | 14,739 |
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Coupon interest at 1.25% | 1,078 | 1,078 | 2,156 | 2,156 |
Amortization of discounts and debt issuance costs | 3,108 | 2,977 | 6,216 | 5,925 |
Total interest expense | $ 4,186 | $ 4,055 | $ 8,372 | $ 8,081 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Apr. 19, 2016 | Jun. 30, 2016 | Mar. 31, 2019 | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 1,267,696,000 | $ 692,058,000 | ||||
Allscripts Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | 240,600,000 | |||||
Allscripts Senior Secured Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | 120,000,000 | |||||
Letters of credit outstanding | 800,000 | |||||
Credit facility, amount available | $ 429,200,000 | |||||
Allscripts Senior Secured Revolving Facility [Member] | United States dollars [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 2.21% | |||||
Allscripts Senior Secured Revolving Facility [Member] | LIBO Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 1.75% | |||||
1.25% Cash Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 345,000,000 | [1] | $ 345,000,000 | |||
Interest rate | 1.25% | |||||
Netsmart First Lien Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 5.75% | |||||
Netsmart First Lien Credit Agreement [Member] | Scenario Forecast [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Leverage ratio | 875.00% | |||||
Netsmart First Lien Credit Agreement [Member] | Scenario Forecast [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Leverage ratio | 675.00% | |||||
Netsmart First Lien Credit Agreement [Member] | Netsmart Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, amount available | $ 48,500,000 | |||||
Credit facility, maximum borrowing capacity | $ 50,000,000 | |||||
Senior secured credit facilities term, years | 5 years | |||||
Credit facility termination date | Apr. 19, 2021 | |||||
Netsmart First Lien Credit Agreement [Member] | Netsmart First Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 395,000,000 | |||||
Credit facility, maximum borrowing capacity | $ 395,000,000 | |||||
Senior secured credit facilities term, years | 7 years | |||||
Credit facility termination date | Apr. 19, 2023 | |||||
Netsmart First Lien Credit Agreement [Member] | LIBO Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 4.75% | 4.75% | ||||
Netsmart First Lien Credit Agreement [Member] | LIBO Rate [Member] | Netsmart Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 4.25% | |||||
Netsmart First Lien Credit Agreement [Member] | Alternate Base Rate Loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 3.75% | |||||
Netsmart First Lien Credit Agreement [Member] | Alternate Base Rate Loans | Netsmart Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 3.25% | |||||
Netsmart Second Lien Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 10.50% | |||||
Netsmart Second Lien Credit Agreement [Member] | Scenario Forecast [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Leverage ratio | 975.00% | |||||
Netsmart Second Lien Credit Agreement [Member] | Scenario Forecast [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Leverage ratio | 775.00% | |||||
Netsmart Second Lien Credit Agreement [Member] | Netsmart Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 1,500,000 | |||||
Netsmart Second Lien Credit Agreement [Member] | Netsmart Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 167,000,000 | |||||
Credit facility, maximum borrowing capacity | $ 167,000,000 | |||||
Senior secured credit facilities term, years | 7 years 6 months | |||||
Credit facility termination date | Oct. 19, 2023 | |||||
Netsmart Second Lien Credit Agreement [Member] | LIBO Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 9.50% | |||||
Netsmart Second Lien Credit Agreement [Member] | LIBO Rate [Member] | Netsmart Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 9.50% | |||||
Netsmart Second Lien Credit Agreement [Member] | Alternate Base Rate Loans | Netsmart Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 8.50% | |||||
Netsmart Credit Agreements [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs capitalized | $ 27,900,000 | |||||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Summary of Future Payment Oblig
Summary of Future Payment Obligations under Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||
Total | $ 1,267,696 | $ 692,058 | ||
Remainder of 2016 | 14,221 | |||
2,017 | 31,425 | |||
2,018 | 43,925 | |||
2,019 | 56,425 | |||
2,020 | 630,800 | |||
Thereafter | 490,900 | |||
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 345,000 | [1] | 345,000 | |
Remainder of 2016 | [1] | 0 | ||
2,017 | [1] | 0 | ||
2,018 | [1] | 0 | ||
2,019 | [1] | 0 | ||
2,020 | [1] | 345,000 | ||
Thereafter | [1] | 0 | ||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 240,625 | |||
Remainder of 2016 | 6,250 | |||
2,017 | 15,625 | |||
2,018 | 28,125 | |||
2,019 | 40,625 | |||
2,020 | 150,000 | |||
Thereafter | 0 | |||
Netsmart First Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 395,000 | 0 | ||
Remainder of 2016 | 7,900 | |||
2,017 | 15,800 | |||
2,018 | 15,800 | |||
2,019 | 15,800 | |||
2,020 | 15,800 | |||
Thereafter | 323,900 | |||
Netsmart Second Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 167,000 | 0 | ||
Remainder of 2016 | 0 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
Thereafter | 167,000 | |||
Other Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 71 | $ 183 | ||
Remainder of 2016 | 71 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
Thereafter | 0 | |||
Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 120,000 | |||
Remainder of 2016 | 0 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 120,000 | |||
Thereafter | $ 0 | |||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Summary of Future Payment Obl60
Summary of Future Payment Obligations under Debt (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Notes maturity period | Jul. 1, 2020 |
Effective Tax Rates (Detail)
Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ (2,639) | $ (1,744) | $ 51 | $ (12,809) |
Income tax benefit (provision) | $ 503 | $ (1,472) | $ (60) | $ (491) |
Effective tax rate | 19.10% | (84.40%) | 117.60% | (3.80%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Cumulative operating income loss period considered | 3 years | |
Valuation allowance | $ 0 | |
Unrecognized income tax benefits | $ 13,100,000 | $ 11,800,000 |
Fair Value and Balance Sheet Lo
Fair Value and Balance Sheet Locations - (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | $ 39,136 | $ 80,632 |
Derivative liability, fair value | 39,240 | 81,210 |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | 638 | 424 |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accrued expenses [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Not Designated as Hedging Instrument [Member] | 1.25% Call Option [Member] | Other Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | 38,498 | 80,208 |
Not Designated as Hedging Instrument [Member] | 1.25% Embedded Cash Conversion Option [Member] | Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, fair value | $ 39,240 | $ 81,210 |
Derivative Financial Instrume64
Derivative Financial Instruments - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)Derivative | Jun. 30, 2016USD ($)Derivative | Jun. 30, 2016INR (₨)Derivative | Jun. 30, 2015USD ($) | |
1.25% Call Option [Member] | ||||
Derivative [Line Items] | ||||
Interest rate | 1.25% | 1.25% | 1.25% | |
Foreign Exchange Forward Contracts [Member] | ||||
Derivative [Line Items] | ||||
Number of contracts | Derivative | 24 | 24 | 24 | |
Amount of Gain (Loss) Recognized in AOCI (Effective Portion) | $ 0 | $ 0 | ||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | 0 | ||
Unrealized derivatives gains (losses) included in other comprehensive (loss) income reclassified into income | $ 500,000 | |||
Estimated period of unrealized gains included in AOCI reclassified into income | 12 months | |||
Foreign Exchange Forward Contracts [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Date of contracts mature | Jul. 31, 2016 | |||
Derivative notional amount outstanding | 300,000 | $ 300,000 | ₨ 20,000,000 | |
Foreign Exchange Forward Contracts [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Date of contracts mature | Dec. 31, 2017 | |||
Derivative notional amount outstanding | $ 2,100,000 | $ 2,100,000 | ₨ 140,000,000 | |
1.25% Notes Embedded Cash Conversion Option [Member] | ||||
Derivative [Line Items] | ||||
Interest rate | 1.25% | 1.25% | 1.25% | |
1.25% Notes Embedded Cash Conversion Option [Member] | Level 3 [Member] | Fair Value Measurements, Recurring [Member] | ||||
Derivative [Line Items] | ||||
Fair value liability of embedded cash conversion option | $ 82,800,000 |
Derivatives Instruments Designa
Derivatives Instruments Designated as Cash Flow Hedges - (Detail) - Cash Flow Hedging [Member] - Foreign Exchange Contract [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | $ (141) | $ 230 | $ 201 | $ 230 |
Cost of revenue [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 27 | 0 | (4) | 0 |
Selling, General and Administrative Expenses [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 22 | 0 | (3) | 0 |
Research and development [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ 37 | $ 0 | $ (6) | $ 0 |
Net Impact of Changes in Fair V
Net Impact of Changes in Fair Value of Call Option and Embedded Cash Conversion Option - (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Net gain (loss) included in other income, net | $ 70 | $ (184) | $ 260 | $ (159) |
1.25% Call Option [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Net gain (loss) included in other income, net | (10,507) | 17,064 | (41,710) | 9,855 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Net gain (loss) included in other income, net | $ 10,577 | $ (17,248) | $ 41,970 | $ (10,014) |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | $ 1,407,884 | |||
Other comprehensive (loss) income before reclassifications | (18,193) | $ (251) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 8 | (140) | ||
Total other comprehensive (loss) income | $ (19,196) | $ 817 | (18,185) | (391) |
Balance at the end of the period | 1,340,027 | 1,340,027 | ||
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | (4,500) | (2,119) | ||
Other comprehensive (loss) income before reclassifications | (199) | (391) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Total other comprehensive (loss) income | (199) | (391) | ||
Balance at the end of the period | (4,699) | (2,510) | (4,699) | (2,510) |
Unrealized Net Gains (Losses) on Marketable Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | 0 | 140 | ||
Other comprehensive (loss) income before reclassifications | (18,115) | 0 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | (140) | ||
Total other comprehensive (loss) income | (18,115) | (140) | ||
Balance at the end of the period | (18,115) | 0 | (18,115) | 0 |
Unrealized Net Gains on Foreign Exchange Contracts [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | 258 | 0 | ||
Other comprehensive (loss) income before reclassifications | 121 | 140 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 8 | 0 | ||
Total other comprehensive (loss) income | 129 | 140 | ||
Balance at the end of the period | 387 | 140 | 387 | 140 |
Accumulated Other Comprehensive Income [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | (4,242) | (1,979) | ||
Balance at the end of the period | $ (22,427) | $ (2,370) | $ (22,427) | $ (2,370) |
Components of Accumulated Oth68
Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 251 | $ 166 | $ 90 | |
Unrealized Net Gains (Losses) on Marketable Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 88 |
Income Tax Effects Related to C
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Foreign currency translation adjustments, Before-Tax Amount | $ (943) | $ 677 | $ (199) | $ (391) |
Net change in unrealized (losses) gains on marketable securities, Before-Tax Amount | 18,115 | 0 | 18,115 | 228 |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (227) | 230 | 214 | 230 |
Other comprehensive (loss) income, Before-Tax Amount | (19,285) | 907 | (18,100) | (389) |
Foreign currency translation adjustments, Tax Effect | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, Tax Effect | 89 | (90) | (85) | (2) |
Foreign currency translation adjustments, Net | (943) | 677 | (199) | (391) |
Other comprehensive (loss) income, Net | (19,196) | 817 | (18,185) | (391) |
Unrealized Net Gains (Losses) on Marketable Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Marketable securities, net loss arising during the period, Before-Tax Amount | (18,115) | 0 | (18,115) | 0 |
Marketable securities, net (gain) loss reclassified into income, Before-Tax Amount | 0 | 0 | 0 | (228) |
Net change in unrealized (losses) gains on marketable securities, Before-Tax Amount | (18,115) | 0 | (18,115) | (228) |
Marketable securities, net loss arising during the period, Tax Effect | 0 | 0 | 0 | 0 |
Marketable securities, net (gain) loss reclassified into income, Tax Effect | 0 | 0 | 0 | 88 |
Net change in unrealized (losses) gains on marketable securities, Tax Effect | 0 | 0 | 0 | 88 |
Marketable securities, net loss arising during the period, Net | (18,115) | 0 | (18,115) | 0 |
Marketable securities, net (gain) loss reclassified into income, Net | 0 | 0 | 0 | (140) |
Net change in unrealized (losses) gains on marketable securities, Net | (18,115) | 0 | (18,115) | (140) |
Other comprehensive (loss) income, Net | (18,115) | (140) | ||
Derivatives Qualifying as Cash Flow Hedges [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (227) | 230 | 214 | 230 |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 89 | (90) | (85) | (90) |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | (138) | 140 | 129 | 140 |
Other comprehensive (loss) income, Net | 129 | 140 | ||
Derivatives Qualifying as Cash Flow Hedges [Member] | Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Before-Tax Amount | (141) | 230 | 201 | 230 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | (86) | 0 | 13 | 0 |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (227) | 230 | 214 | 230 |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Tax Effect | 55 | (90) | (80) | (90) |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | 34 | 0 | (5) | 0 |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 89 | (90) | (85) | (90) |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Net | (86) | 140 | 121 | 140 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Net | (52) | 0 | 8 | 0 |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | $ (138) | $ 140 | $ 129 | $ 140 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - Pending Litigation [Member] - $ / Violation | 6 Months Ended | |
Jun. 30, 2016 | May 01, 2012 | |
Pegasus Imaging Corporation [Member] | ||
Loss Contingencies [Line Items] | ||
Contingency allegations | The amended complaint added two defunct Florida corporations that did business with us, and asserted causes of action against defendants for fraudulent misrepresentations, negligent misrepresentations, and deceptive and unfair trade practices under Florida law, allegedly arising from previous business dealings between the plaintiff and Advanced Imaging Concepts, Inc., a software company that we acquired in August 2003, and from our testing of a software development toolkit pursuant to a free trial license from the plaintiff in approximately 1999. On April 16, 2013, the plaintiff filed a Second Amended Complaint adding claims against us for breach of contract, fraud, and negligence | |
Loss contingency action taken by defendant | Counterclaims against the plaintiff for breach of two license agreements, breach of warranty, breach of a settlement and arbitration agreement, and three counts of negligent misrepresentation. | |
Physicians Healthsource Inc [Member] | ||
Loss Contingencies [Line Items] | ||
Damages sought per alleged violation of the TCPA | 500 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 5 |
Revenues and Income from Operat
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 386,521 | $ 351,718 | $ 732,079 | $ 686,270 |
Gross Profit | 166,684 | 143,624 | 318,582 | 273,414 |
Income (loss) from operations | 18,574 | 5,591 | 30,470 | (104) |
Unallocated Amounts [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,008 | 14,127 | 25,068 | 29,571 |
Gross Profit | (8,359) | (6,223) | (10,618) | (10,429) |
Income (loss) from operations | (70,441) | (74,661) | (144,822) | (144,287) |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 282,254 | 282,542 | 553,908 | 546,417 |
Gross Profit | 121,319 | 112,995 | 235,519 | 211,268 |
Income (loss) from operations | 67,386 | 57,518 | 128,403 | 100,703 |
Population Health [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 54,026 | 55,049 | 108,870 | 110,282 |
Gross Profit | 38,775 | 36,852 | 78,732 | 72,575 |
Income (loss) from operations | 24,028 | 22,734 | 49,288 | 43,480 |
Netsmart [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 44,233 | 0 | 44,233 | 0 |
Gross Profit | 14,949 | 0 | 14,949 | 0 |
Income (loss) from operations | $ (2,399) | $ 0 | $ (2,399) | $ 0 |