Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 22, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 180,513,085 | ||
Entity Public Float | $ 2,336,261,876 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 96,610 | $ 116,873 |
Accounts receivable, net of allowance of $32,670 and $31,266 as of December 31, 2016 and 2015, respectively | 405,172 | 327,851 |
Prepaid expenses and other current assets | 102,551 | 93,622 |
Total current assets | 604,333 | 538,346 |
Available for sale marketable securities | 149,100 | 0 |
Fixed assets, net | 148,810 | 125,617 |
Software development costs, net | 163,879 | 85,775 |
Intangible assets, net | 741,403 | 347,646 |
Goodwill | 1,924,052 | 1,222,601 |
Deferred taxes, net | 2,791 | 2,298 |
Other assets | 97,791 | 359,665 |
Total assets | 3,832,159 | 2,681,948 |
Current liabilities: | ||
Accounts payable | 126,144 | 60,004 |
Accrued expenses | 86,135 | 62,021 |
Accrued compensation and benefits | 64,291 | 62,398 |
Deferred revenue | 363,772 | 315,925 |
Current maturities of long-term debt | 15,158 | 12,178 |
Non-recourse current maturities of long-term debt - Netsmart | 2,451 | 0 |
Current maturities of capital lease obligations | 9,126 | 431 |
Total current liabilities | 667,077 | 512,957 |
Long-term debt | 717,853 | 612,405 |
Non-recourse long-term debt - Netsmart | 576,918 | 0 |
Long-term capital lease obligations | 9,877 | 617 |
Deferred revenue | 18,009 | 20,273 |
Deferred taxes, net | 141,752 | 22,164 |
Other liabilities | 39,787 | 94,459 |
Total liabilities | 2,171,273 | 1,262,875 |
Redeemable convertible non-controlling interest - Netsmart | 387,685 | 0 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of December 31, 2016 and 2015 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of December 31, 2016 and 2015; 267,997 and 180,510 shares issued and outstanding as of December 31, 2016, respectively; 266,545 and 189,308 shares issued and outstanding as of December 31, 2015, respectively | 2,680 | 2,665 |
Treasury stock: at cost, 87,487 and 77,237 shares as of December 31, 2016 and 2015, respectively | (310,993) | (189,753) |
Additional paid-in capital | 1,789,959 | 1,789,449 |
Accumulated deficit | (187,351) | (190,235) |
Accumulated other comprehensive loss | (61,829) | (4,242) |
Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity | 1,232,466 | 1,407,884 |
Non-controlling interest | 40,735 | 11,189 |
Total stockholders’ equity | 1,273,201 | 1,419,073 |
Total liabilities and stockholders’ equity | $ 3,832,159 | $ 2,681,948 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 32,670 | $ 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 | 267,997,000 | 266,545,000 |
Common stock, shares outstanding | 180,510,000 | 189,308,000 |
Treasury stock at cost, shares | 87,487,000 | 77,237,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Software delivery, support and maintenance | $ 1,012,352 | $ 918,430 | $ 907,343 |
Client services | 537,547 | 467,963 | 470,530 |
Total revenue | 1,549,899 | 1,386,393 | 1,377,873 |
Cost of revenue: | |||
Software delivery, support and maintenance | 331,055 | 291,804 | 312,898 |
Client services | 459,174 | 432,038 | 437,776 |
Amortization of software development and acquisition-related assets | 88,631 | 81,986 | 81,215 |
Total cost of revenue | 878,860 | 805,828 | 831,889 |
Gross profit | 671,039 | 580,565 | 545,984 |
Selling, general and administrative expenses | 392,865 | 339,175 | 358,681 |
Research and development | 187,906 | 184,791 | 192,821 |
Asset impairment charges | 4,650 | 1,544 | 2,390 |
Amortization of intangible and acquisition-related assets | 25,847 | 23,172 | 31,280 |
Income (loss) from operations | 59,771 | 31,883 | (39,188) |
Interest expense | (68,141) | (31,396) | (29,297) |
Other income, net | 1,087 | 2,183 | 766 |
Equity in net loss of unconsolidated investments | (7,501) | (2,100) | (398) |
Income (loss) before income taxes | (14,784) | 570 | (68,117) |
Income tax benefit (provision) | 17,814 | (2,626) | 1,664 |
Net income (loss) | 3,030 | (2,056) | (66,453) |
Less: Net income attributable to non-controlling interests | (146) | (170) | 0 |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (28,536) | 0 | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (25,652) | $ (2,226) | $ (66,453) |
Loss per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.14) | $ (0.01) | $ (0.37) |
Loss per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.14) | $ (0.01) | $ (0.37) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 3,030 | $ (2,056) | $ (66,453) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (1,528) | (2,381) | (529) |
Change in unrealized (loss) gain on available for sale securities | (56,359) | (228) | 25 |
Change in fair value of derivatives qualifying as cash flow hedges | 597 | 424 | 458 |
Other comprehensive loss before income tax expense | (57,290) | (2,185) | (46) |
Income tax expense related to items in other comprehensive loss | (297) | (78) | (188) |
Total other comprehensive income (loss) | (57,587) | (2,263) | (234) |
Comprehensive loss | (54,557) | (4,319) | (66,687) |
Less: Comprehensive income attributable to non-controlling interests | (146) | (170) | 0 |
Comprehensive loss, net | $ (54,703) | $ (4,489) | $ (66,687) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock Issued [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-controlling interest [Member] |
Beginning Balance, Shares at Dec. 31, 2013 | 263,474 | (84,672) | |||||
Beginning Balance at Dec. 31, 2013 | $ 1,318,145 | $ 2,635 | $ (278,036) | $ 1,716,847 | $ (121,556) | $ (1,745) | $ 0 |
Stock-based compensation | 37,295 | ||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes, Shares | 1,664 | ||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes | $ 16 | (6,969) | |||||
Issuance of treasury stock to Nant Capital, LLC, Shares | 0 | ||||||
Issuance of treasury stock to Nant Capital, LLC | $ 0 | 0 | |||||
Tax deficiency realized upon exercise of stock-based awards | (123) | ||||||
Accretion of redemption preference on redeemable convertible non-controlling interest in Netsmart | 0 | ||||||
Purchase of treasury stock, Shares | 0 | ||||||
Purchase of treasury stock | $ 0 | ||||||
Warrants issued | 2,543 | ||||||
Net loss less net income attributable to non-controlling interests | (66,453) | (66,453) | |||||
Foreign currency translation adjustments, net | (529) | (529) | |||||
Unrecognized gain on derivatives qualifying as cash flow hedges, net of tax | 279 | ||||||
Unrecognized (loss) gain on available for sale securities, net of tax | 16 | ||||||
Acquisition of non-controlling interest | 0 | ||||||
Net income attributable to non-controlling interest | 0 | 0 | |||||
Ending Balance, Shares at Dec. 31, 2014 | 265,138 | (84,672) | |||||
Ending Balance at Dec. 31, 2014 | 1,284,220 | $ 2,651 | $ (278,036) | 1,749,593 | (188,009) | (1,979) | 0 |
Stock-based compensation | 31,961 | ||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes, Shares | 1,407 | ||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes | $ 14 | (3,445) | |||||
Issuance of treasury stock to Nant Capital, LLC, Shares | 7,435 | ||||||
Issuance of treasury stock to Nant Capital, LLC | $ 88,283 | 10,017 | |||||
Tax deficiency realized upon exercise of stock-based awards | (2,920) | ||||||
Accretion of redemption preference on redeemable convertible non-controlling interest in Netsmart | 0 | ||||||
Purchase of treasury stock, Shares | 0 | ||||||
Purchase of treasury stock | $ 0 | ||||||
Warrants issued | 4,243 | ||||||
Net loss less net income attributable to non-controlling interests | (2,226) | (2,226) | |||||
Foreign currency translation adjustments, net | (2,381) | (2,381) | |||||
Unrecognized gain on derivatives qualifying as cash flow hedges, net of tax | 258 | ||||||
Unrecognized (loss) gain on available for sale securities, net of tax | (140) | ||||||
Acquisition of non-controlling interest | 11,019 | ||||||
Net income attributable to non-controlling interest | $ 170 | 170 | |||||
Ending Balance, Shares at Dec. 31, 2015 | 266,545 | 266,545 | (77,237) | ||||
Ending Balance at Dec. 31, 2015 | $ 1,419,073 | $ 2,665 | $ (189,753) | 1,789,449 | (190,235) | (4,242) | 11,189 |
Stock-based compensation | 34,544 | ||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes, Shares | 1,452 | ||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes | $ 15 | (8,133) | |||||
Issuance of treasury stock to Nant Capital, LLC, Shares | 0 | ||||||
Issuance of treasury stock to Nant Capital, LLC | $ 0 | 0 | |||||
Tax deficiency realized upon exercise of stock-based awards | (1,280) | ||||||
Accretion of redemption preference on redeemable convertible non-controlling interest in Netsmart | (28,536) | ||||||
Purchase of treasury stock, Shares | (10,250) | ||||||
Purchase of treasury stock | $ (121,240) | ||||||
Warrants issued | 3,915 | ||||||
Net loss less net income attributable to non-controlling interests | (25,652) | 2,884 | |||||
Foreign currency translation adjustments, net | (1,528) | (1,528) | |||||
Unrecognized gain on derivatives qualifying as cash flow hedges, net of tax | 361 | ||||||
Unrecognized (loss) gain on available for sale securities, net of tax | (56,420) | ||||||
Acquisition of non-controlling interest | 29,400 | ||||||
Net income attributable to non-controlling interest | $ 146 | 146 | |||||
Ending Balance, Shares at Dec. 31, 2016 | 267,997 | 267,997 | (87,487) | ||||
Ending Balance at Dec. 31, 2016 | $ 1,273,201 | $ 2,680 | $ (310,993) | $ 1,789,959 | $ (187,351) | $ (61,829) | $ 40,735 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 3,030 | $ (2,056) | $ (66,453) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 172,390 | 161,011 | 174,263 |
Stock-based compensation expense | 42,877 | 34,663 | 39,254 |
Excess tax benefits from stock-based compensation | (1,014) | (644) | 0 |
Deferred taxes | (22,621) | (2,206) | (56) |
Asset impairment charges | 4,650 | 1,544 | 2,390 |
Write-off of unamortized deferred debt issuance costs | 5,224 | 1,433 | 0 |
Equity in net loss of unconsolidated investments | 7,501 | 2,100 | 398 |
Other losses (gains), net | 2,579 | (614) | 3,553 |
Changes in operating assets and liabilities (net of businesses acquired): | |||
Accounts receivable, net | (17,826) | 3,215 | (14,644) |
Prepaid expenses and other assets | 13,765 | 17,614 | (7,038) |
Accounts payable | 40,456 | (11,953) | (1,944) |
Accrued expenses | 1,490 | (22,974) | (22,767) |
Accrued compensation and benefits | (4,106) | 10,257 | (29,544) |
Deferred revenue | 21,722 | 20,372 | 33,109 |
Other liabilities | (1,113) | (183) | (7,025) |
Net cash provided by operating activities | 269,004 | 211,579 | 103,496 |
Cash flows from investing activities: | |||
Capital expenditures | (35,510) | (18,322) | (26,438) |
Capitalized software | (102,472) | (49,264) | (40,661) |
Cash paid for business acquisitions, net of cash acquired | (994,876) | (9,372) | (20,180) |
Purchases of equity securities, other investments and related intangible assets | (21,185) | (215,786) | (21,544) |
Sales and maturities of marketable securities and other investments | 0 | 3,763 | 50 |
Proceeds received from sale of fixed assets | 37 | 15 | 85 |
Net cash used in investing activities | (1,154,006) | (288,966) | (108,688) |
Cash flows from financing activities: | |||
Proceeds from sale or issuance of common stock | 84 | 103,631 | 1,487 |
Proceeds from issuance of redeemable convertible preferred stock - Netsmart | 333,605 | 0 | 0 |
Excess tax benefits from stock-based compensation | 1,014 | 644 | 0 |
Taxes paid related to net share settlement of equity awards | (8,204) | (7,062) | (10,400) |
Payments of capital lease obligations | (6,277) | (598) | (455) |
Credit facility payments | (157,245) | (238,511) | (96,876) |
Credit facility borrowings, net of issuance costs | 823,535 | 284,161 | 101,964 |
Repurchase of common stock | (121,241) | 0 | 0 |
Net cash provided by (used in) financing activities | 865,271 | 142,265 | (4,280) |
Effect of exchange rate changes on cash and cash equivalents | (532) | (1,178) | (309) |
Net (decrease) increase in cash and cash equivalents | (20,263) | 63,700 | (9,781) |
Cash and cash equivalents, beginning of period | 116,873 | 53,173 | 62,954 |
Cash and cash equivalents, end of period | $ 96,610 | $ 116,873 | $ 53,173 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. (“Allscripts”) and its wholly-owned subsidiaries and controlled affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned and controlled affiliates, unless otherwise stated. Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“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. Revenue Recognition Revenue represents the fair value of consideration received or receivable from clients for goods and services provided by us. Software delivery revenue consists of all of our proprietary software sales (either as a perpetual license sale or under a subscription delivery model), transaction-related revenue and the resale of hardware. Support and maintenance revenue consists of revenue from post contract client support and maintenance services. Client services revenue consists of revenue from managed services solutions, such as private cloud hosting, outsourcing and revenue cycle management, as well as other client services or project-based revenue from implementation, training and consulting services. For some clients, we remotely host the software applications licensed from us using our own or third-party servers, which saves these clients the cost of procuring and maintaining hardware and related facilities. For other clients, we offer an outsourced solution in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees. Revenue from software licensing arrangements where the service element is not considered essential to the functionality of the other elements of the arrangement is recognized upon delivery of the software or as services are performed, provided persuasive evidence of an arrangement exists, fees are considered fixed or determinable, and collection of the receivable is probable. The revenue recognized for each separate element of a multiple-element software contract is based upon vendor-specific objective evidence of fair value (“VSOE”), which is based upon the price the client is required to pay when the element is sold separately or renewed. For arrangements in which VSOE only exists for the undelivered elements, the delivered elements (generally software licenses) are accounted for using the residual method. Revenue from software licensing arrangements, where the service element is considered essential to the functionality of the other elements of the arrangement, is accounted for on an input basis under the percentage of completion accounting method using actual hours worked as a percentage of total expected hours required by the arrangement, provided that persuasive evidence of an arrangement exists, fees are considered fixed or determinable, and collection of the receivable is probable. Maintenance and support associated with these agreements is recognized over the term of the support agreement based on VSOE of the maintenance revenue, which is based upon contractual renewal rates. For presentation in the statement of operations, consideration from agreements accounted for under the percentage of completion accounting method is allocated between software delivery and client services revenue based on VSOE of our hourly services rate multiplied by the amount of hours performed with the residual amount allocated to the software license fee. Fees related to software-as-a-service (“SaaS”) arrangements are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to clients. These arrangements include client services fees related to the implementation and set-up of our solutions and are typically billed upfront and recorded as deferred revenue until our solutions are made available to the client. The implementation and set-up fees are recognized as revenue ratably over the estimated client relationship period. The estimated length of a client relationship period is based on our experience with client contract renewals and consideration of the period over which such clients use our SaaS solutions. Software private cloud hosting services are provided to clients that have purchased a perpetual license to our software solutions and contracted with us to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the private cloud hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. Private cloud hosting services are not deemed to be essential to the functionality of the software or other elements of the arrangement; accordingly, for these arrangements, we recognize software license fees as software delivery revenue upon delivery, assuming all other revenue recognition criteria have been met, and separately recognize fees for the private cloud hosting services as client services revenue over the term of the private cloud hosting arrangement. We also enter into multiple-element arrangements that may include a combination of various software-related and non-software-related products and services. Management applies judgment to ensure appropriate accounting for multiple deliverables, including the allocation of arrangement consideration among multiple units of accounting, the determination of whether undelivered elements are essential to the functionality of delivered elements, and the timing of revenue recognition, among others. In such arrangements, we first allocate the total arrangement consideration based on a selling price hierarchy at the inception of the arrangement. The selling price for each element is based upon the following selling price hierarchy: VSOE, if available, third-party evidence of fair value if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence of fair value is available (discussion as to how we determine VSOE, third-party evidence of fair value and estimated selling price is provided below). Upon allocation of the arrangement consideration to the software elements as a whole and to individual non-software elements, we then further allocate consideration within the software group to the respective elements following higher-level, industry-specific guidance and our policies described above. After the arrangement consideration has been allocated to the various elements, we account for each respective element in the arrangement as described above. To determine the selling price in multiple-element arrangements, we establish VSOE using the price charged for a deliverable when sold separately and contractual renewal rates for maintenance fees. For non-software multiple element arrangements, third-party evidence of fair value is established by evaluating similar and interchangeable competitor products or services in standalone arrangements with similarly situated clients. If we are unable to determine the selling price because VSOE or third-party evidence of fair value does not exist, we determine an estimated selling price by considering several external and internal factors including, but not limited to, pricing practices, margin objectives, competition, client demand, internal costs and overall economic trends. The determination of an estimated selling price is made through consultation with and approval by our management, taking into consideration our go-to-market strategy. As our, or our competitors’, pricing and go-to-market strategies evolve, we may modify our pricing practices in the future. These events could result in changes to our determination of VSOE, third-party evidence of fair value and estimated selling price. Selling prices are analyzed on an annual basis or more frequently if we experience significant changes in our selling prices. For those arrangements where the deliverables do not qualify as separate units of accounting, revenue recognition is evaluated for the combined deliverables as a single unit of accounting and the recognition pattern of the final deliverable will dictate the revenue recognition pattern for the single, combined unit of accounting. Changes in circumstances and client data may result in a requirement to either separate or combine deliverables, such that a delivered item could now meet the separation criteria and qualify as a separate unit of accounting, which may lead to an upward or downward adjustment to the amount of revenue recognized under the arrangement on a prospective basis. We assess whether fees are considered fixed or determinable at the time of sale and recognize revenues if all other revenue recognition requirements are met. Our payment arrangements with clients typically include milestone-based software license fee payments and payments based upon delivery for services and hardware. While most of our arrangements include short-term payment terms, we periodically provide extended payment terms to clients from the date of contract signing. We do not recognize revenue under extended payment term arrangements until such payments become due. In certain circumstances, where all other revenue recognition criteria have been met, we occasionally offer discounts to clients with extended payment terms to accelerate the timing of when payments are made. Changes to extended payment term arrangements have not had a material impact on our consolidated results of operations. Maintenance fees are recognized ratably over the period of the contract based on VSOE, which is based upon contractual renewal rates. Revenue from electronic data interchange services is recognized as services are provided and is determined based on the volume of transactions processed or estimated selling price. We provide managed services to our clients under arrangements that typically range from three to ten years in duration. Under these arrangements we assume full, partial or transitional responsibilities for a healthcare organization’s IT operations using our employees. Our managed services include facilities management, network outsourcing and transition management. Revenue from these arrangements is recognized subsequent to the transition period as services are performed. Revenue is recognized net of any taxes collected from clients and subsequently remitted to governmental authorities. We record as revenue any amounts billed to clients for shipping and handling costs and record as cost of revenue the actual shipping costs incurred. We record reimbursements for out-of-pocket expenses incurred as client services revenue in our consolidated statements of operations. These amounts totaled: Year Ended December 31, (In thousands) 2016 2015 2014 Reimbursements for out-of-pocket expenses incurred $ 9,528 $ 12,873 $ 16,251 The following table summarizes revenue earned on contracts in excess of billings, both the current and non-current portions, which are included in the balances of accounts receivable and other assets, respectively, in our consolidated balance sheets. Billings are expected to occur according to the contract terms. December 31, (In thousands) 2016 2015 Revenue earned on contracts in excess of billings Unbilled revenue (current) $ 98,917 $ 68,444 Unbilled revenue (long-term) 0 0 Total revenue earned on contracts in excess of billings $ 98,917 $ 68,444 Fair Value Measurements Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market participant assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The fair values of assets and liabilities required to be measured at fair value are categorized based upon the level of judgment associated with the inputs used to measure their value in one of the following three categories: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Our Level 1 financial instruments include our investment in NantHealth common stock. 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 11, “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 11, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. Our Level 3 financial instruments also include a third party non-marketable convertible note. The sensitivity of changes in the unobservable inputs to the valuation pricing model used to value this instrument is not material to our consolidated results of operations. 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 December 31, 2016 December 31, 2015 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total NantHealth Common Stock Available for sale marketable securities $ 149,100 $ 0 $ 0 $ 149,100 $ 0 $ 0 $ 0 $ 0 Non-marketable convertible note Other assets 0 0 1,156 1,156 0 0 0 0 1.25% Call Option Other assets 0 0 17,080 17,080 0 0 80,208 80,208 1.25% Embedded cash conversion option Other liabilities 0 0 (17,659 ) (17,659 ) 0 0 (81,210 ) (81,210 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 1,021 0 1,021 0 424 0 424 Total $ 149,100 $ 1,021 $ 577 $ 150,698 $ 0 $ 424 $ (1,002 ) $ (578 ) As of December 31, 2016, it is not practicable to estimate the fair value of our non-marketable cost and equity method investments primarily because of their illiquidity and restricted marketability. The factors we considered in trying to determine fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and the issuer’s subsequent or planned raises of capital. Refer to Note 2, “Business Combinations and Other Investments” for additional information about these investments. Our long-term financial liabilities include borrowings outstanding under our Senior Secured Credit Facility and non-recourse borrowings outstanding under Netsmart’s Credit Agreements (both as defined in Note 6, “Debt”), with carrying values that approximate fair value since the variable interest rates approximate current market rates. In addition, as of December 31, 2016, the fair value of the 1.25% Notes (as defined in Note 6, “Debt”) was less than the 1.25% Notes’ principal balance (or par) by approximately 6%. We utilized the 1.25% Notes’ market trading prices near December 31, 2016 in our fair value assessment. See Note 6, “Debt,” for further information regarding our long-term financial liabilities. Financial Instruments We consider all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. The fair values of these investments approximate their carrying values. Other investments classified as long-term available for sale securities include certain debt and equity instruments. Debt securities are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in market value, excluding other-than-temporary impairments, are reflected in other comprehensive income. There were no other-than-temporary impairments related to our long-term available for sale securities for the years ended December 31, 2016, 2015 and 2014. Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash-flow hedges, the effective portion of the derivative’s gain (loss) is initially reported as a component of other comprehensive income and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains (losses) on derivatives representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. See Note 11, “Derivative Financial Instruments,” for information regarding gains and losses from derivative instruments during the years ended December 31, 2016, 2015 and 2014. Allowance for Doubtful Accounts Receivable Accounts receivable are recorded at the invoiced amounts and do not bear interest. An allowance for doubtful accounts is recorded to provide for estimated losses resulting from uncollectible accounts, and is based principally on specifically identified amounts where collection is deemed doubtful. Additional non-specific allowances are recorded based on historical experience and management’s assessment of a variety of factors related to the general financial condition of our clients, the industry in which we operate and general economic conditions. We regularly review the collectability of individual accounts and assess the adequacy of the allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance and related bad debt expense may be required. Contingent Liabilities A liability is contingent if the amount is not presently known, but may become known in the future as a result of the occurrence of some uncertain future event. We accrue a liability for an estimated loss if we determine that the potential loss is probable of occurring 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 assessment of contingent liabilities, including legal and income tax contingencies, involves the use of estimates, assumptions and judgments. Our estimates are based on our belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or Internal Revenue Service (“IRS”) positions, will not differ from our assessments. Fixed Assets Fixed assets are stated at cost. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the related assets. The depreciable life of leasehold improvements is the shorter of the lease term or the useful life. Upon asset retirement or other disposition, the fixed asset cost and the related accumulated depreciation or amortization are removed from the accounts, and any gain or loss is included in the consolidated statements of operations. Amounts incurred for repairs and maintenance are expensed as incurred. Business Combinations Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value the assets acquired, including intangible assets, and the liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair values of the assets acquired and the liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or the liabilities assumed, whichever comes first, any subsequent adjustments are reflected in our consolidated statements of operations. Goodwill and Intangible Assets Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess would be recorded. The recoverability of indefinite-lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, and an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs. Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for each reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on sales to new and existing clients, new product introductions, client behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our historical experience, our expectations of future performance, and the expected economic environment. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the fair values estimated for our reporting units. Accounting guidance also requires that definite-lived intangible assets be amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the estimated useful lives of those assets. If the estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time. Long-Lived Assets and Long-Lived Assets to Be Disposed Of We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Software Development Costs We capitalize purchased software upon acquisition if it is accounted for as internal-use or if it meets the future alternative use criteria. We capitalize incurred labor costs for software development from the time technological feasibility of the software is established, or when the preliminary project phase is completed in the case of internal use software, until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We estimate the useful life of our capitalized software and amortize its value over that estimated life. If the actual useful life is shorter than our estimated useful life, we will amortize the remaining book value over the remaining useful life or the asset may be deemed to be impaired and, accordingly, a write-down of the value of the asset may be recorded as a charge to earnings. Upon the availability for general release, we commence amortization of the capitalized software costs on a product by product basis. Amortization of capitalized software is recorded using the greater of (i) the ratio of current revenues to total and anticipated future revenues for the applicable product or (ii) the straight-line method over the remaining estimated economic life, which is estimated to be three to five years. At each balance sheet date, the unamortized capitalized costs of a software product are compared with the net realizable value of that product. The net realizable value is the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product, including the costs of performing maintenance and client support required to satisfy our responsibility set forth at the time of sale. The amount by which the unamortized capitalized costs of a software product exceed the net realizable value of that asset is written off. If we determine in the future that the value of the capitalized software could not be recovered, a write-down of the value of the capitalized software to its recoverable value may be recorded as a charge to earnings. The unamortized balances of capitalized software were as follows: December 31, (In thousands) 2016 2015 Software development costs $ 321,265 $ 200,531 Less: accumulated amortization (157,386 ) (114,756 ) Software development costs, net $ 163,879 $ 85,775 Capitalized software development costs, write-offs included in asset impairment changes and amortization of capitalized software development costs included in cost of revenue are shown in the table below. Capitalized software development costs for the year ended December 31, 2016 include $44 million of third-party software purchases to supplement our internal software development efforts, of which $24 million was accrued as of December 31, 2016. Year Ended December 31, (In thousands) 2016 2015 2014 Capitalized software development costs $ 126,003 $ 46,464 $ 45,461 Write-offs of capitalized software development costs $ 4,625 $ 0 $ 1,444 Amortization of capitalized software development costs $ 43,274 $ 46,842 $ 46,108 Redeemable Convertible Non-Controlling Interest – Netsmart The redeemable convertible non-controlling interest reported in the mezzanine equity section of the accompanying consolidated balance sheet as of December 31, 2016 represents the redemption value of the Class A Preferred Units issued as part of the formation of Nathan Holding LLC in April 2016. Refer to Note 2, “Business Combinations and Other Investments” for additional information about the formation of this joint business entity and the redemption terms of the Class A Preferred Units. The Class A Preferred Units do not have a mandatory redemption date and, with certain exceptions, can be redeemed no earlier than five years from their issuance date. They also contain a minimum liquidation preference feature and the value of such feature is accreted using the effective interest method. The Class A Preferred Units were not redeemable as of December 31, 2016. A rollforward of the balance of redeemable convertible non-controlling interest for the year ended December 31, 2016 follows: (In thousands) Balance as of December 31, 2015 $ 0 Issuance of redeemable convertible non-controlling interest 359,149 Accretion of redemption preference on redeemable convertible non-controlling interest 28,536 Balance as of December 31, 2016 $ 387,685 Income Taxes We account for income taxes using the liability method, which requires the recognition of deferred tax assets or liabilities for the tax-effected temporary differences between the financial reporting and tax bases of our assets and liabilities and for net operating loss and tax credit carryforwards. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience, expectations of future taxable income, the ability to carryback losses and other relevant factors. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes may be required. If we ultimately determine that payment of these amounts is unnecessary, then we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained if challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period may be materially affected. An unfavorable tax settlement would require cash payments and may result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. We report interest and penalties related to uncertain income tax positions in the income tax (provision) benefit line of our consolidated statements of operations. We file income tax returns in the United States federal jurisdictio |
Business Combinations and Other
Business Combinations and Other Investments | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations and Other Investments | 2. Business Combinations and Other Investments 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 Netsmart Credit Agreements 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 statement of operations for the year ended December 31, 2016 gives 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, shares of Netsmart, Inc.’s common stock 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 shares of 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 The acquisition of Netsmart, Inc. by Nathan was completed for an aggregate consideration of $937 million. The consideration was funded by the sources of funds as described in the table below. The new 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. (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 consideration for Netsmart, Inc. $ 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. During the three months ended December 31, 2016, we recorded several measurement period adjustments, which included $3.6 million decrease in accounts receivable, net, $0.3 million increase in prepaid expenses and other assets, $0.3 million decrease in other assets, $0.7 million increase in deferred taxes, net, $0.6 million decrease in other liabilities and $3.7 million increase in the residual allocation to goodwill. The final allocation of the fair value of the consideration transferred, including measurement period adjustments through December 31, 2016, is shown in the table below. (In thousands) Cash and cash equivalents $ 5,982 Accounts receivable, net 50,472 Prepaid expenses and other current assets 9,667 Fixed assets 26,829 Intangible assets 409,500 Goodwill 619,283 Other assets 6,540 Accounts payable (14,151 ) Accrued expenses (9,595 ) Deferred revenue (18,843 ) Capital lease obligations (17,833 ) Deferred taxes, net (127,729 ) Other liabilities (3,056 ) Net assets acquired $ 937,066 Allscripts’ contribution of its Homecare TM TM As noted above, the formation of Netsmart resulted in the merger of our Homecare TM Homecare TM business 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: Useful Life Fair Value Description (In years) (In thousands) Technology 10 $ 144,000 Corporate Trademark indefinite 27,000 Product Trademarks 10 8,500 Customer Relationships 12-20 230,000 $ 409,500 Acquisition costs related to the Netsmart Acquisition totaled $4.1 million and are included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2016. Acquisition of HealthMEDX On October 27, 2016, Netsmart completed the acquisition of HealthMEDX, LLC, a Delaware limited liability company (“HealthMEDX”), for an aggregate consideration of $39.2 million. HealthMEDX is a provider of electronic medical record solutions for long-term and post-acute care including continuing care retirement communities, assisted living, independent living, skilled nursing and home care providers. The aggregate consideration was funded by the sources of funds as shown in the table below and includes a contingent consideration payable to the HealthMEDX unitholders in 2018 of up to $3.5 million based on HealthMEDX achieving certain recurring revenue milestones in 2017. The fair value of such contingent consideration shown in the table below represents the maximum pay-out amount discounted at the weighted-average cost of capital rate used as part of the HealthMEDX valuation. The portion of the aggregate consideration that was paid in cash at closing was funded with borrowings under the Netsmart Credit Agreements. (In thousands) Incremental term loan - Netsmart $ 36,195 Contingent consideration payable to former HealthMEDX owners 2,888 Deferred cash consideration 100 Total consideration for HealthMEDX, LLC $ 39,183 The allocation of the fair value of the consideration transferred as of the acquisition date of October 27, 2016 is shown in the table below. This allocation is preliminary and is subject to changes, which could be significant, as appraisals of tangible and intangible assets are finalized, and additional information becomes available: (In thousands) Cash and cash equivalents $ 489 Accounts receivable, net 3,109 Prepaid expenses and other current assets 773 Fixed assets 603 Intangible assets 20,940 Goodwill 18,457 Other assets 45 Accounts payable (703 ) Accrued expenses (1,427 ) Deferred revenue (1,792 ) Current maturities of capital lease obligations (808 ) Long-term maturities of debt and capital lease obligations (503 ) Net assets acquired $ 39,183 We believe that the HealthMEDX acquisition will complement the existing Homecare TM business and result in higher future revenue and operating synergies. These factors The following table summarizes the estimated fair values of HealthMEDX’s identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Technology 10 $ 11,410 Product Trademarks 10 680 Customer Relationships 15 8,850 $ 20,940 Supplemental Information The supplemental pro forma results below were calculated after applying our accounting policies and adjusting the results of Netsmart and HealthMEDX 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 both acquisitions occurred on January 1, 2015, together with the consequential tax effects. Supplemental pro forma results for the year ended December 31, 2016 were also adjusted to exclude acquisition-related and transaction costs incurred during this period. Supplemental pro forma results for the year ended December 31, 2015 were adjusted to include these items. The supplemental pro forma results for the year ended December 31, 2016 exclude expenses incurred by Netsmart immediately prior to the Netsmart Transaction related to the accelerated pay-out of outstanding equity awards and the payment of seller costs. The supplemental pro forma results for the year ended December 31, 2015 include a goodwill impairment expense of $23 million recognized by HealthMEDX. The effects of transactions between Allscripts and Netsmart during the periods presented have been eliminated in the supplemental pro forma data. The revenue and earnings of Netsmart, since April 19, 2016, and HealthMEDX, since October 27, 2016, are included in our consolidated statement of operations for the year ended December 31, 2016 and the supplemental pro forma revenue and net loss of the combined entity, presented as if the acquisitions of both entities had occurred on January 1, 2015, are as follows: Year Ended December 31, (In thousands, except per share amounts) 2016 2015 Actual from Netsmart since acquisition date of April 19, 2016: Revenue (1) $ 173,361 $ 0 Net loss (1) $ (27,709 ) $ 0 Actual from HealthMEDX since acquisition date of October 27, 2016: Revenue $ 4,725 $ 0 Net loss $ 602 $ 0 Supplemental pro forma data for combined entity: Revenue $ 1,644,004 $ 1,579,848 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (44,728 ) $ (133,467 ) Loss per share, basic and diluted $ (0.24 ) $ (0.72 ) (1) Amounts are not adjusted for the effects of transactions between Allscripts and Netsmart and include HealthMEDX actual results since October 27, 2016. Acquisition of Oasis Medical Solutions Limited On July 8, 2014, we acquired the entire capital stock of Oasis Medical Solutions Limited (“Oasis”), a privately-held, Patient Administration System and health informatics solutions provider headquartered in London, United Kingdom, for $20.6 million, in cash. The allocation of the fair value of the consideration transferred is as follows: $0.4 million of acquired cash; $5.4 million of accounts receivable and other current assets; $5.6 million of intangible assets related to technology; $0.3 million related to Oasis’ tradename; $6.5 million of intangible assets related to customer relationships; goodwill of $11.2 million; $0.2 million of fixed assets; $6.7 million of accounts payable, deferred revenue and accruals; and $2.3 million of net deferred tax liabilities. Goodwill was determined based on the residual difference between the fair value of the consideration transferred and the value assigned to tangible and intangible assets and liabilities, and is not deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill were the expected synergies that we believe will result from the integration of our product offerings with those of Oasis. The acquired intangible assets relating to technology, customer relationships and the Oasis’ tradename will be amortized on a straight-line basis over estimated lives of 10 years, 12 years and 2 years, respectively. The pro forma impact of the Oasis acquisition is not material. The results of operations of Oasis have been included in our consolidated results from the date of acquisition. We did not incur any significant acquisition and integration-related costs related to the Oasis acquisition. Other Acquisitions and Investments On December 2, 2016, we acquired a 100% interest in a third party based in Australia for an aggregate consideration of $5.1 million, net of cash acquired. The acquisition will broaden our clinical solutions portfolio. The financial results of this third party were consolidated with our financial results starting on the date of the transaction. The allocation of the estimated fair value of the aggregate consideration is as related to customer relationships, $0.6 million of intangible assets related to technology goodwill is not deductible for tax purposes. The acquired intangible assets relating to technology and customer relationships will be amortized on a straight-line basis over estimated lives of 8 years. The aggregate consideration included a contingent consideration payable to the third party owners of up to $2.5 million based on the achievement of certain profitability targets by 2018 and 2019. The fair value of $2.0 million accrued at December 31, 2016 was calculated based on probability-weighted simulations of potential target achievements. All amounts are based on the exchange rate between the United States dollar and the Australian dollar as of December 31, 2016. The results of operations of this third party were not material to our consolidated results of operations for the year ended December 31, 2016. On October 14, 2016, we acquired a 100% interest in a third party for an aggregate consideration $24.0 million, net of cash acquired. The acquisition will broaden our population health solutions portfolio. The financial results of this third party were consolidated with our financial results starting on the date of the transaction. The allocation of the aggregate consideration is as follows: $16.2 million of goodwill; $11.5 million of intangibles is not deductible for tax purposes. The acquired intangible assets relating to technology and customer relationships will be amortized on a straight-line basis over estimated lives of 8 years. The results of operations of this third party were not material to our consolidated results of operations for the year ended December 31, 2016. On September 8, 2016, we acquired a 51% interest in a third party for $29.7 million, net of cash acquired. This acquisition broadens our financial analytics solutions portfolio. The financial results of this third party were consolidated with our financial results starting on the date of the transaction and were not material to our consolidated results of operations for the year ended December 31, 2016. The allocation of the fair value of the consideration transferred is as follows: $46.2 million in goodwill; $8.3 million intangible assets related to customer relationships, $10.3 million of intangible assets related to technology; $1.6 million related to tradename; $5.9 million of accounts receivable and other current assets; $0.6 million of deferred tax assets; $1.5 million of fixed assets; $6.0 million of accounts payable, deferred revenue and accruals; $8.5 million of deferred tax liabilities; $0.8 million of other long-term liabilities, and $29.4 million of non-controlling interest. The value of the non-controlling interest was based on its proportionate share of the implied total enterprise value of the third party at the time of the transaction. The goodwill is not deductible for tax purposes. The acquired intangible assets relating to technology, customer relationships and tradename will be amortized on a straight-line basis over estimated lives of 10 years, 13 years and 10 years, respectively. During the three months ended December 31, 2016, we recorded several measurement period adjustments, which included $1.2 million decrease in the value of customer relationship intangibles, $0.2 million decrease in deferred tax liability and $1.0 million increase in the residual allocation to goodwill. As part of this acquisition, Allscripts also obtained a call option to purchase all, but not less than all, of the remaining 49% equity share of the third party after the second and third anniversaries of the transaction date at pre-defined future enterprise values of the third party. Additionally, as part of this acquisition, the minority owners of the third party were granted a call option to repurchase the 51% equity share owned by Allscripts at the same pre-defined future enterprise value applicable to Allscripts call option for a period of 9 months after the third anniversary of the transaction date. Such call option can only be exercised in the event that Allscripts chooses not to exercise its call option after the third anniversary of the transaction date. On April 17, 2015 we acquired a majority interest in a third party for $11.1 million, and provided a loan to the third party of $9.3 million to refinance its outstanding indebtedness. The financial results of this third party were consolidated with our financial results starting on the date of the transaction, with a proportionate share allocated to non-controlling interest. The allocations of the estimated fair value of the net assets of the third party to goodwill, intangibles and non-controlling interest were $22.3 million, $4.3 million and $11.0 million, respectively. The value of the non-controlling interest was based on its proportionate share of the implied total enterprise value of the third party at the time of the transaction. The goodwill is not deductible for tax purposes. The results of operations of this third party were not material to our consolidated results of operations for the year ended December 31, 2015. The following table summarizes our other equity investments which are included in other assets in the accompanying consolidated balance sheets: Number of Investees Original Carrying Value at (In thousands) at December 31, 2016 Investment December 31, 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. On June 26, 2015 we purchased 59,099,908 Series G Units of Nant Health, LLC, a cloud-based information technology company that offers comprehensive genomic and protein-based molecular diagnostic testing, for $200.0 million and incurred $5.4 million of transaction-related expenses, resulting in a total investment of $205.4 million. This investment represented a 10% ownership stake, excluding authorized but unissued common units of Nant Health, LLC, and was accounted for under the equity method. Additionally, the carrying amount of our investment at December 31, 2015 exceeded the amount of our share of underlying equity in net assets of Nant Health, LLC at September 30, 2015 by $180 million. The excess carrying value over the underlying equity in net assets of Nant Health, LLC is primarily comprised of amortizable intangible assets and nonamortizable goodwill. During the six months ended December 31, 2015, we recorded a loss of $2.3 million representing our share of equity loss of Nant Health, LLC based on a one quarter reporting lag and the amortization of cost basis differences associated with the amortizable intangible assets. The carrying value of our investment in Nant Health, LLC is included in other assets in the accompanying consolidated balance sheet as of December 31, 2015. Effective June 1, 2016, in preparation for an IPO of its equity securities, Nant Health, LLC 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 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 During 2016, we acquired a $1.0 million non-marketable convertible note of a third party with which we have an existing license and distribution agreement. This investment is accounted as a non-marketable available-for-sale security with changes in fair value recorded in accumulated other comprehensive loss. The fair value of the convertible note was $1.2 million as of December 31, 2016 and was included in other assets in the accompanying consolidated balance sheet as of December 31, 2016. During 2016, we also 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 $10.2 million. Both of these equity investments are accounted for under the cost method. The carrying value of these investments was $10.2 million as of December 31, 2016 and is included in other assets in the accompanying consolidated balance sheet as of December 31, 2016. During 2016, we recognized an impairment charge of $2.1 million relating to one of our other cost method investments. As of December 31, 2016, it is not practicable to estimate the fair value of our equity investments primarily because of their illiquidity and restricted marketability. The factors we considered in trying to determine fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and the issuer’s subsequent or planned raises of capital. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets | 3. Fixed Assets Fixed assets consist of the following: Estimated December 31, December 31, (Dollar amounts in thousands) Useful Life 2016 2015 Computer equipment and software 3 to 10 years $ 336,784 $ 304,032 Facility furniture, fixtures and equipment 5 to 7 years 23,398 20,302 Leasehold improvements 7 to 8 years, or life of lease if shorter 36,600 30,619 Assets under capital lease 3 to 5 years 23,204 3,266 Fixed assets, gross 419,986 358,219 Less: Accumulated depreciation and amortization (271,176 ) (232,602 ) Fixed assets, net $ 148,810 $ 125,617 Accumulated amortization for assets under capital lease amounted to $5.6 million and $3.0 million as of December 31, 2016 and 2015, respectively. Fixed assets depreciation and amortization expense were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Fixed assets depreciation and amortization expense, including capital leases $ 40,315 $ 42,153 $ 48,465 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: December 31, 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 $ 627,819 $ (347,477 ) $ 280,342 $ 450,852 $ (302,284 ) $ 148,568 Customer contracts and relationships 813,021 (430,960 ) 382,061 552,395 (405,317 ) 147,078 Total $ 1,440,840 $ (778,437 ) $ 662,403 $ 1,003,247 $ (707,601 ) $ 295,646 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 52,000 Goodwill 1,924,052 1,222,601 Total $ 2,003,052 $ 1,274,601 During 2016, in an effort to further streamline and align our operating structure around our key ambulatory, acute and population health management solutions, we made several 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, (ii) the transfer of several ancillary analytics-type products between our existing Clinical and Financial Solutions and Population Health reportable segments, both effective as of January 1, 2016, and (iii) the establishment of the FollowMyHealth® and EPSi TM As a result of these changes, 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 second quarter of 2016, we completed the Netsmart Transaction and recorded additional goodwill and intangible assets relating to the acquisition of Netsmart, Inc. As noted above, the formation of Netsmart resulted in the merger of our Homecare TM TM TM We performed interim goodwill impairment tests (i) as of January 1, 2016 in conjunction with the organizational change within our Clinical and Financial Solutions reportable segment, (ii) as of March 31, 2016 in conjunction with the Netsmart Transaction and related carve-out of our Homecare TM ® TM TM TM TM TM ® TM ® TM ® TM We determined the fair value of each of our reporting units using both a discounted cash flow analysis and a market approach considering benchmark company market multiples. A discount rate of 10% to 11% was applied to the cash flows used in the discounted cash flow analysis. We also considered our market capitalization as of the date of each test. There were no accumulated impairment losses associated with our goodwill as of December 31, 2016 or 2015, and no impairments were recorded during the years ended December 31, 2016, 2015 and 2014. Changes in the carrying amounts of goodwill by reportable segment for the years ended December 31, 2016 and 2015 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2014 $ 774,512 $ 426,234 $ 0 $ 1,200,746 Other additions 22,319 0 0 22,319 Foreign exchange translation (464 ) 0 0 (464 ) Balance as of December 31, 2015 $ 796,367 $ 426,234 $ 0 $ 1,222,601 Additions arising from business acquisitions: Netsmart 0 0 619,283 619,283 HealthMEDX 0 0 18,457 18,457 Other additions 49,093 16,241 0 65,334 Total additions to goodwill 49,093 16,241 637,740 703,074 Reallocation 0 (37,600 ) 37,600 0 Foreign exchange translation (1,623 ) 0 0 (1,623 ) Balance as of December 31, 2016 $ 843,837 $ 404,875 $ 675,340 $ 1,924,052 Other additions during the years ended December 31, 2016 and 2015 TM Intangible assets are being amortized over their estimated useful lives and amortization expense related to intangible assets was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Proprietary technology amortization included in cost of revenue $ 45,357 $ 35,144 $ 35,924 Intangible amortization included in operating expenses 25,847 23,172 31,280 Total intangible amortization expense $ 71,204 $ 58,316 $ 67,204 The increase in amortization expense for the year ended December 31, 2016 compared with the year ended December 31, 2015 was primarily driven by acquisitions in 2016, partly offset by amortization associated with intangible assets that were fully amortized in the second half of 2015. The decrease in amortization expense for the year ended December 31, 2015 compared with the year ended December 31, 2014 was primarily driven by amortization associated with intangible assets that were fully amortized in 2014. Estimated future amortization expense for the intangible assets that exist as of December 31, 2016, based on foreign currency exchange rates in effect as of such date, is as follows: Year Ended December 31, (In thousands) 2017 $ 83,501 2018 80,953 2019 80,531 2020 78,766 2021 72,227 Thereafter 266,425 Total $ 662,403 |
Asset Impairment Charges
Asset Impairment Charges | 12 Months Ended |
Dec. 31, 2016 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges | 5. Asset Impairment Charges During the year ended December 31, 2016, we incurred non-cash asset impairment charges totaling $4.7 million. These charges included $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. During the year ended December 31, 2015, we recorded asset impairment charges of $1.2 million associated with a decline in the value of a commercial agreement and wrote-off certain deferred costs that were determined to be unrealizable of $0.3 million. During 2014, we wrote-off certain deferred costs that were determined to be unrealizable of $0.8 million and recorded $1.6 million of non-cash capitalized software impairment charges as a result of our decision to discontinue several software development projects. Year Ended December 31, (In thousands) 2016 2015 2014 Asset impairment charges $ 4,650 $ 1,544 $ 2,390 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt outstanding, excluding capital lease obligations, consisted of the following: December 31, 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 $ 49,186 $ 295,814 $ 345,000 $ 61,771 $ 283,229 Senior Secured Credit Facility 441,875 4,691 437,184 346,875 5,704 341,171 Netsmart Non-Recourse Debt: First Lien Term Loan 432,925 11,655 421,270 0 0 0 Second Lien Term Loan 167,000 8,901 158,099 0 0 0 Other debt 13 0 13 183 0 183 Total debt $ 1,386,813 $ 74,433 $ 1,312,380 $ 692,058 $ 67,475 $ 624,583 Less debt payable within one year - excluding Netsmart 15,638 480 15,158 12,657 479 12,178 Less debt payable within one year - Netsmart 4,351 1,900 2,451 0 0 0 Total long-term debt, less current maturities $ 1,366,824 $ 72,053 $ 1,294,771 $ 679,401 $ 66,996 $ 612,405 Interest expense consisted of the following: Year Ended December 31, (In thousands) 2016 2015 2014 Interest expense $ 15,556 $ 16,284 $ 16,020 Amortization of discounts and debt issuance costs 13,922 13,679 13,277 Write off of unamortized deferred debt issuance costs 0 1,433 0 Netsmart: Interest expense (1) 30,820 0 0 Amortization of discounts and debt issuance costs 2,619 0 0 Write off of unamortized deferred debt issuance costs 5,224 0 0 Total interest expense $ 68,141 $ 31,396 $ 29,297 (1) Includes interest expense related to capital leases. Interest expense related to the 1.25% Cash Convertible Senior Notes was comprised of the following: Year Ended December 31, (In thousands) 2016 2015 2014 Coupon interest at 1.25% $ 4,312 $ 4,312 $ 4,312 Amortization of discounts and debt issuance costs 12,585 11,994 11,433 Total interest expense related to the 1.25% Notes $ 16,897 $ 16,306 $ 15,745 1.25% Cash Convertible Senior Notes due 2020 On June 18, 2013, we issued $345.0 million aggregate principal amount of the 1.25% Cash Convertible Senior Notes due 2020 (the “1.25% Notes”). The aggregate net proceeds of the 1.25% Notes were $305.1 million, after payment of the net cost of the 1.25% Notes Call Spread Overlay (as described below) and transaction costs. Interest on the 1.25% Notes is payable semiannually in arrears on January 1 and July 1 of each year, at a fixed annual rate of 1.25% commencing on January 1, 2014. The 1.25% Notes will mature on July 1, 2020 unless repurchased or converted in accordance with their terms prior to such date. The 1.25% Notes are convertible only into cash, and not into shares of our common stock or any other securities. Holders may convert their 1.25% Notes solely into cash at their option at any time prior to the close of business on the business day immediately preceding January 1, 2020 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 1.25% Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after January 1, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 1.25% Notes solely into cash at any time, regardless of the foregoing circumstances. Upon conversion, in lieu of receiving shares of our common stock, a holder will receive an amount in cash, per $1,000 principal amount of the 1.25% Notes, equal to the settlement amount, determined in the manner set forth in the Indenture. The initial conversion rate will be 58.1869 shares of our common stock per $1,000 principal amount of the 1.25% Notes (equivalent to an initial conversion price of approximately $17.19 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, we will pay a cash make-whole premium by increasing the conversion rate for a holder who elects to convert such holder’s 1.25% Notes in connection with such a corporate event in certain circumstances. We may not redeem the 1.25% Notes prior to the maturity date, and no sinking fund is provided for the 1.25% Notes. If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or part of their 1.25% Notes at a repurchase price equal to 100% of the principal amount of the 1.25% Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture provides for customary events of default, including cross acceleration to certain other indebtedness of ours, and our subsidiaries. The 1.25% Notes are senior unsecured obligations, and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 1.25% Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The 1.25% Notes contain an embedded cash conversion option. We have determined that the embedded cash conversion option is a derivative financial instrument, 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 until the cash conversion option transaction 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). For further discussion of the derivative financial instruments relating to the 1.25% Notes, refer to Note 11, “Derivative Financial Instruments.” The reduced carrying value of the 1.25% Notes resulted in a debt discount that is amortized to the 1.25% Notes’ principal amount through the recognition of non-cash interest expense over the expected term of the 1.25% Notes, which extends through their maturity date of July 1, 2020. This has resulted in our recognition of interest expense on the 1.25% Notes at an effective rate approximating what we would have incurred had nonconvertible debt with otherwise similar terms been issued. The effective interest rate of the 1.25% Notes at issuance was 5.4%, which was imputed based on the amortization of the fair value of the embedded cash conversion option over the remaining term of the 1.25% Notes. As of December 31, 2016, we expect the 1.25% Notes to be outstanding until their July 1, 2020 maturity date, for a remaining amortization period of approximately three and a half years. As of December 31, 2016, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount. In connection with the settlement of the 1.25% Notes, we paid $8.4 million in transaction costs. Such costs have been allocated to the 1.25% Notes, the 1.25% Call Option (as defined below) and the 1.25% Warrants (as defined below). The amount allocated to the 1.25% Notes, or $8.3 million, was capitalized and is being amortized over the expected term of the 1.25% Notes. The remaining aggregate amounts allocated to the 1.25% Call Option and 1.25% Warrants were not significant. The outstanding capitalized amount of transaction costs related to the 1.25% Notes was $4.1 million and is reported as a reduction of long-term debt on our consolidated balance sheet as of December 31, 2016. Accrued and unpaid interest on the 1.25% Notes of $2.2 million is included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2016. 1.25% Notes Call Spread Overlay Also in June 2013, concurrent with the issuance of the 1.25% Notes, we entered into privately negotiated hedge transactions (collectively, the “1.25% Call Option”) and warrant transactions (collectively, the “1.25% Warrants”), with certain of the initial purchasers of the 1.25% Notes (collectively, the “Call Spread Overlay”). 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. We used $82.8 million of the proceeds from the settlement of the 1.25% Notes to pay for the 1.25% Call Option, and simultaneously received $51.2 million from the sale of the 1.25% Warrants, for a net cash outlay of $31.6 million for the Call Spread Overlay. The 1.25% Call Option is a derivative financial instrument and is discussed further in Note 11, “Derivative Financial Instruments.” The 1.25% Warrants are equity instruments and are further discussed in Note 9, “Stockholders’ Equity.” Senior Secured Credit Facility Amendment On September 30, 2015, we entered into a Replacement Facility Amendment (the “2015 Credit Agreement”) to our existing Credit Agreement, dated as of June 28, 2013, as amended on June 8, 2015, with a syndicate of financial institutions and JPMorgan Chase Bank, N.A., as administrative agent. The 2015 Credit Agreement provides for a $250 million senior secured term loan (the “Term Loan”) and a $550 million senior secured revolving facility (the “Revolving Facility”), each with a five year term (collectively the “Senior Secured Credit Facility”). These amounts represent increases in total borrowing limits of $25 million and $125 million, respectively, compared with our existing Credit Agreement. The Term Loan is repayable in quarterly installments, which commenced on December 31, 2015 and end on September 30, 2020. A total of up to $50 million of the Revolving Facility is available for the issuance of letters of credit, up to $10 million of the Revolving Facility is available for swingline loans, and up to $100 million of the Revolving Facility could be borrowed under certain foreign currencies. Proceeds from the borrowings under the 2015 Credit Agreement were used for the refinancing of the term loan and revolving facility under our existing Credit Agreement. The proceeds of the Revolving Facility can be used to finance our working capital needs and for general corporate purposes, including financing of permitted acquisitions, share repurchases, and other investments. We may also request to add one or more incremental revolving and/or term loan facilities in an aggregate amount of up to $300 million, subject to certain conditions. Borrowings under the Senior Secured Credit Facility bear interest, at our option, at a rate per annum equal to either (1) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities and mandatory costs, if any) for deposits in the applicable currency for a period equal to one, two, three or six months or, with respect to loans under the Revolving Facility denominated in United States dollars, subject to availability to all affected lenders, 7 days (as selected by us), appearing on pages LIBOR01, LIBOR02, EURIBOR01, as applicable, or other page displaying such rate for such currency of the Reuters Screen (the “Eurocurrency Rate”) plus the applicable margin or (2) the highest of (a) the rate of interest publicly announced by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (b) the federal funds effective rate from time to time plus 0.5%, and (c) the Eurocurrency Rate for United States dollars for a one month interest period plus 1.0% (the “Base Rate”), plus, in each case, the applicable margin. The initial applicable interest rate margin for Base Rate borrowings was 1.25%, and for Eurocurrency Rate borrowings was 2.25%. Future applicable interest rate margins will be determined from a pricing table and will depend upon our total leverage ratio. The applicable interest rate margins under the 2015 Credit Agreement for Base Rate borrowings range from 0.00% to 1.25% and for Eurocurrency Rate loans range from 1.00% to 2.25%. These ranges are 50 basis points lower at each level of the leverage-based pricing grid compared with our existing Credit Agreement. Subject to certain agreed upon exceptions, all obligations under the Senior Secured Credit Facility remain guaranteed by each of our existing and future direct and indirect material domestic subsidiaries other than Coniston Exchange LLC and certain domestic subsidiaries owned by our foreign subsidiaries (the “Guarantors”) pursuant to a related Guarantee and Collateral Agreement, dated as of June 28, 2013, among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC, certain of our other subsidiaries, and JPMorgan Chase Bank, N.A., as administrative agent. Our obligations under the Senior Secured Credit Facility, any swap agreements and any cash management arrangements provided by any lender, remain secured, subject to permitted liens and other agreed upon exceptions, by a perfected first priority security interest in all of the tangible and intangible assets (including, without limitation, intellectual property, material owned real property and all of the capital stock of each Guarantor and, in the case of foreign subsidiaries, up to 65% of the capital stock of first tier material foreign subsidiaries) of Allscripts Healthcare Solutions, Inc. and certain of our subsidiary guarantors. The Senior Secured Credit Facility requires us to maintain a minimum interest coverage ratio of 4.0 to 1.0, a maximum total leverage ratio of 4.0 to 1.0 and a maximum senior secured leverage ratio of 3.0 to 1.0. The minimum interest coverage ratio is calculated by dividing earnings before interest expense, income tax expense, depreciation and amortization expense by cash interest expense, subject to various agreed upon adjustments. The total leverage ratio is calculated by dividing total indebtedness by earnings before interest expense, income tax expense, depreciation and amortization expense, subject to various agreed upon adjustments. The senior secured leverage ratio is calculated by dividing senior secured indebtedness by earnings before interest expense, income tax expense, depreciation and amortization expense, subject to various agreed upon adjustments. The 2015 Credit Agreement also provides that during the four quarter period following permitted acquisitions that are financed in whole or in part with indebtedness and the consideration paid by us is $100 million or more, we are required to maintain a maximum total leverage ratio of 4.5 to 1.0 and a maximum senior secured leverage ratio of 3.25 to 1.0. In addition, the 2015 Credit Agreement requires mandatory prepayments of the debt outstanding under the Senior Secured Credit Facility in certain specific circumstances, and contains a number of covenants which, among other things, restrict our ability to incur additional indebtedness, engage in mergers, or declare dividends or other payments in respect of our capital stock. The Senior Secured Credit Facility also contains certain customary events of default, including relating to non-payment, breach of covenants, cross-default, bankruptcy and change of control. In connection with our entry into the 2015 Credit Agreement, during the year ended December 31, 2015, we incurred fees and other costs totaling $3.0 million, of which $2.7 million were capitalized and included in the net carrying amounts outstanding under the Senior Secured Credit Facility as of December 31, 2015. In addition, $3.3 million of deferred costs associated with our existing Credit Facility carried over to the 2015 Credit Agreement. Also, in connection with our entry into the 2015 Credit Agreement, $1.1 million of deferred costs associated with our existing Credit Agreement and $0.3 million of fees and other costs associated with the 2015 Credit Agreement were written off to interest expense and are included in other losses, net in the accompanying consolidated statement of cash flows for the year ended December 31, 2015. As of December 31, 2016, $234.4 million under the Term Loan, $207.5 million under the Revolving Facility, and $0.8 million in letters of credit were outstanding under the 2015 Credit Agreement. As of December 31, 2016, the interest rate on the Senior Secured Credit Facility was LIBOR plus 2.00%, which totaled 2.77%. We were in compliance with all financial covenants under the 2015 Credit Agreement as of December 31, 2016. As of December 31, 2016, we had $341.7 million available borrowing capacity, net of outstanding letters of credit, under the Revolving Facility. There can be no assurance that we will be able to draw on the full available balance of the Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. 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. On October 27, 2016, Netsmart signed a definitive agreement to acquire HealthMEDX, LLC. The acquisition agreement resulted in Netsmart issuing additional first lien debt under the new facility of $40 million. In connection with this additional first lien debt Netsmart incurred debt issuance costs of $0.6 million. On November 10, 2016, Netsmart amended its First Lien Credit Agreement to reduce the effective interest rate by 25 basis points. No other terms or conditions were impacted by this amendment. The Netsmart Revolving Facility and the Netsmart Second Lien Term Loan were not impacted by the amendment. There were no debt issuance costs associated with the amendment. Debt issuance costs of $5.2 million were written off to interest expense in connection with this amendment due to the changes in members of the lending bank syndicate. The Netsmart Revolving Facility will terminate on April 19, 2021 and the 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 First Lien Term Loan bears interest at a rate equal to (a) with respect to LIBO Rate Loans, Adjusted LIBO Rate plus 4.50% and (b) with respect to ABR Loans, 3.50%. The outstanding principal amount of the Netsmart Revolving Facility bears 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, such rate may step-down to 4.25% and 3.25%, respectively, depending on the then-applicable leverage ratio). The outstanding principal amount of the Netsmart Second Lien Term Loan bears 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, among other things, finance a portion of the Netsmart aggregate consideration and to pay fees and expenses in connection therewith. 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 second quarter of 2016, Netsmart incurred fees and other costs totaling $27.9 million, which were capitalized and included in the net borrowings outstanding under Netsmart’s Credit Agreements as of December 31, 2016. As of December 31, 2016, $432.9 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 December 31, 2016, the interest rate on the borrowings under the Netsmart First Lien Term Loan was Adjusted LIBO plus 4.50%, which totaled 5.50%, and the Netsmart Revolving Facility was Adjusted LIBO plus 4.75%, which totaled 5.75%. As of December 31, 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 December 31, 2016. As of December 31, 2016, Netsmart had $48.5 million available borrowing capacity, 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 future debt payments as of December 31, 2016: (In thousands) Total 2017 2018 2019 2020 2021 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 345,000 $ 0 $ 0 Term Loan (2) 234,375 15,625 28,125 40,625 150,000 0 0 Revolving Facility (2) 207,500 0 0 0 207,500 0 0 Netsmart Non-Recourse Debt (2) First Lien Term Loan 432,925 4,351 4,351 4,351 4,351 4,351 411,170 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Other debt 13 13 0 0 0 0 0 Total debt $ 1,386,813 $ 19,989 $ 32,476 $ 44,976 $ 706,851 $ 4,351 $ 578,170 (1) Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. (2) Assumes no additional borrowings after December 31, 2016 and that all drawn amounts are repaid upon maturity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The following is a geographic breakdown of income (loss) before income tax benefits: Year Ended December 31, (In thousands) 2016 2015 2014 United States $ (13,317 ) $ (5,357 ) $ (62,987 ) Foreign (1,467 ) 5,927 (5,130 ) Total income (loss) before income taxes $ (14,784 ) $ 570 $ (68,117 ) The following is a summary of the components of the provision (benefit) for income taxes: Year Ended December 31, (In thousands) 2016 2015 2014 Current tax provision Federal $ 323 $ 570 $ 840 State 606 658 213 Foreign 3,857 4,083 (399 ) 4,786 5,311 654 Deferred tax provision Federal (18,369 ) (2,928 ) (581 ) State (3,354 ) 898 (3,261 ) Foreign (877 ) (655 ) 1,524 (22,600 ) (2,685 ) (2,318 ) Income tax provision (benefit) $ (17,814 ) $ 2,626 $ (1,664 ) Taxes computed at the statutory federal income tax rate of 35% are reconciled to the provision for income taxes as follows: Year Ended December 31, (In thousands) 2016 2015 2014 United States federal tax at statutory rate $ (4,714 ) $ 200 $ (23,844 ) Items affecting federal income tax rate Non-deductible acquisition and reorganization expenses 1,400 (2 ) (56 ) Research credits (3,360 ) (3,000 ) (3,133 ) Change in unrecognized tax benefits (545 ) (208 ) (519 ) State income taxes, net of federal benefit (371 ) 182 (2,120 ) Compensation 651 765 1,017 Meals and entertainment 1,341 1,023 954 Impact of foreign operations 2,847 1,848 2,505 Provision-to-Return adjustments (1,116 ) (136 ) 0 Settlements with taxing authorities 0 (4,218 ) 0 Deemed Dividends 887 1,408 0 Dividends Accrued 2,198 1,190 0 Federal, state and local rate changes 344 1,104 (268 ) Bilateral Advance Pricing Agreement impact 0 524 (199 ) Non-deductible items 70 (5 ) 82 Valuation allowance (17,504 ) 1,816 24,666 Other 58 135 (749 ) Income tax provision (benefit) $ (17,814 ) $ 2,626 $ (1,664 ) Significant components of our deferred tax assets and liabilities consist of the following: December 31, (In thousands) 2016 2015 Deferred tax assets Accruals and reserves, net $ 22,305 $ 24,548 Allowance for doubtful accounts 12,386 12,194 Stock-based compensation, net 15,939 12,086 Deferred revenue 15,092 13,294 Net operating loss carryforwards 91,859 78,909 Research and development tax credit 32,952 26,863 AMT credits 7,085 6,070 State tax credits 2,911 0 Other 15,065 7,012 Less: Valuation Allowance (23,761 ) (43,043 ) Total deferred tax assets 191,833 137,933 Deferred tax liabilities Prepaid expense (9,532 ) (8,594 ) Property and equipment, net (15,879 ) (3,953 ) Acquired intangibles, net (305,361 ) (145,252 ) Other (22 ) 0 Total deferred tax liabilities (330,794 ) (157,799 ) Net deferred tax liabilities $ (138,961 ) $ (19,866 ) The deferred tax assets (liabilities) are classified in the consolidated balance sheets as follows: December 31, (In thousands) 2016 2015 Non-current deferred tax assets, net $ 2,791 $ 2,298 Non-current deferred tax liabilities, net (141,752 ) (22,164 ) Non-current deferred tax liabilities, net $ (138,961 ) $ (19,866 ) Allscripts Income Taxes As of December 31, 2016 and 2015, we had federal net operating loss (“NOL”) carryforwards of $192 million and $238 million, respectively. Of the total federal NOL carryforwards, $11 million relates to stock-based compensation tax deductions that will be tax-effected and the related benefit credited to additional paid-in capital when realized. As of December 31, 2016 and 2015, we had state NOL carryforwards of $5 million. The NOL carryforwards expire in various amounts starting in 2019 for both federal and state tax purposes. The utilization of the federal NOL carryforwards is subject to limitation under the rules regarding changes in stock ownership as determined by the Internal Revenue Code; however, we are not subject to any material limits at this point in time due to excess limitations in prior years. We have Israeli NOL carryovers of $60 million that do not expire. We use the tax law ordering approach for determining when tax benefits derived from stock-based awards are utilized. Under this approach, the utilization of excess tax deductions associated with stock-based awards is dictated by provisions in the tax law that identify the sequence in which such benefits are utilized for tax purposes when net operating losses exist. For federal purposes, 2013 to 2016 tax years remain subject to income tax examination by federal authorities. For our state tax jurisdictions, 2005 to 2016 tax years remain open to income tax examination by state tax authorities. In Canada, the 2013 to 2016 tax years remain open for examination and in India the 2012 to 2016 tax years remain open. We have a subsidiary in India that is entitled to a tax holiday that allows for tax-free operations during such tax holiday. The tax holiday for the subsidiary began to partially expire in 2012 and will fully expire in 2017. Tax savings realized from this holiday totaled $0.7 million, $0.4 million and $0.8 million for the years ended December 31, 2016, 2015 and 2014, respectively, which reduced our diluted loss per share by less than $0.01 in each of those years. U.S. GAAP principles prescribe a threshold of more-likely-than-not to be sustained upon examination for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These principles also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Changes in the amounts of unrecognized tax benefits were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Beginning balance as of January 1 $ 11,777 $ 15,314 $ 18,283 Increases for tax positions related to the current year 733 600 627 Decreases for tax positions related to prior years (16 ) 0 (3,239 ) Increases for tax positions related to prior years 104 50 173 Decreases relating to settlements with taxing authorities 0 (3,805 ) (384 ) Increases acquired in business acquisitions 617 0 0 Foreign currency translation (1 ) (24 ) (26 ) Reductions due to lapsed statute of limitations (1,834 ) (358 ) (120 ) Ending balance as of December 31 $ 11,380 $ 11,777 $ 15,314 During the three months ended September 30, 2015, we concluded our IRS audit for all open years through December 31, 2012. The conclusion of this audit provided us with confirmation about the NOL carryforwards actual balance as of December 31, 2012. As a result, we recognized certain unrecognized income tax benefits totaling $4.0 million during the three months ended September 30, 2015. The recognition of these benefits did not impact our effective tax rate due to the valuation allowance. We were not able to obtain confirmation regarding the actual balance of our research and development credit carryforwards because none of these research and development credits have been utilized against any tax liability as of the date of this Form 10-K. Therefore, our analysis of eligible research and development credit carryforwards remains unchanged. We had gross unrecognized tax benefits of $11.4 million and $11.8 million as of December 31, 2016 and 2015, respectively. If the current gross unrecognized tax benefits were recognized, the result would be an increase in our income tax benefit of $1.0 million and $1.5 million, respectively. These amounts are net of accrued interest and penalties relating to unrecognized tax benefits of $1.2 million. We believe that it is reasonably possible that $1.0 million of our currently remaining unrecognized tax benefits may be recognized by the end of 2017, as a result of audit settlements and/or a lapse of the applicable statute of limitations. We recognized interest and penalties related to uncertain tax positions in our consolidated statements of operations as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Interest and penalties included in the provision for income taxes $ (6 ) $ (103 ) $ (715 ) The amount of interest and penalties included in our consolidated balance sheets is as follows: December 31, (In thousands) 2016 2015 Interest and penalties included in the liability for uncertain tax positions $ 1,187 $ 1,193 During the year ended December 31, 2016, we released valuation allowance of $17.5 million related to federal credit carryforwards, and foreign and state NOL carryforwards to offset current year taxable income. During the year ended December 31, 2015, we recorded valuation allowances of $1.8 million for federal credit carryforwards, and foreign and state NOL carryforwards. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative 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). Using all available evidence, we determined that it was uncertain that we will realize the deferred tax asset for certain of these carryforwards within the carryforward period. Our effective rate was lower for the year ended December 31, 2016 as compared with the prior year, primarily due to the release of valuation allowance of $17.5 million, and the fact that the permanent items and the impact of foreign earnings had a greater impact on the near break-even pre-tax income of $0.6 million in the year ended December 31, 2015, compared to the impacts of these items on a pre-tax loss of $14.8 million for the year ended December 31, 2016. Lastly, the effective tax rate for the year ended December 31, 2016 was impacted by the consolidation of Netsmart’s financial results starting on April 19, 2016. On December 18, 2015, the Consolidated Appropriations Act of 2016 was enacted into law, which both reinstated retroactively to January 1, 2015 the research and development credit and made it permanent. Our effective tax rate for the years ended December 31, 2016 and December 31, 2015 includes the estimated impacts of this credit of $3.0 million. We file income tax returns in the United States federal jurisdiction, numerous states in the United States and multiple countries outside of the United States. We are subject to the continuous examination of our income tax returns by the IRS and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. We intend to indefinitely reinvest the undistributed earnings of our foreign subsidiaries. As of December 31, 2016 we have established a Netherlands holding company, which holds our India subsidiary, and by early 2017 it is expected that all subsequent international subsidiaries will be contributed to this holding company. We have formal sales proposals in a number of foreign jurisdictions, where subsidiaries already exist or otherwise, that will require significant investment. Accordingly, no deferred taxes have been recorded for the difference between the financial and tax basis investment in our foreign subsidiaries. If these earnings were distributed to the United States, we would have additional United States taxable income and, depending on our tax position in the year of repatriation, may have to pay additional United States income taxes. Withholding taxes may also apply to the repatriated earnings. Determination of the amount of unrecognized income tax liability related to these permanently reinvested and undistributed foreign subsidiary earnings is currently not practicable. There are limited instances where we may repatriate only current year earnings of any subsidiary at the discretion of management. We will record deferred taxes for these instances on a case by case basis. There is a current intent to repatriate all current 2016 earnings of the India subsidiary, and all estimated deferred taxes have been accrued and reflected in our consolidated balance sheet and statement of operations for the year ended December 31, 2016. During 2016, we determined that $37.2 million of these foreign subsidiaries’ undistributed earnings are now indefinitely reinvested outside the United States. As we have determined that the earnings of these subsidiaries are not required as a source of funding for our United States operations, such earnings are not planned to be distributed to the United States in the foreseeable future. Netsmart Income Taxes The Company has both U.S. federal and state net operating losses which are carried forward 20 years for federal tax purposes and from 5 to 20 years for state tax purposes. Both the federal and state loss carryovers are analyzed each year to determine the likelihood of realization. The U.S. federal loss carryover at December 31, 2016, was $80.4 million and if not used, would begin to expire in 2034. The state net operating loss was $118 million and if not used, would begin to expire in part beginning in 2018. In addition, the Company has $6.9 million of federal and state tax credit carryovers consisting of $0.4 million of federal Alternative Minimum Tax credits, $3.9 million of federal and state research and development tax credits which if not used, will begin to expire in 2028 and $2.7 million of Kansas High Performance Incentive Program credits which if not used, will begin to expire in 2027. Netsmart files a U.S. consolidated return. The 2013 through 2016 tax returns of Netsmart, Inc. remain subject to examination by the Internal Revenue Service (IRS). The Company has been notified the IRS will commence an examination of the 2013, 2014 and 2015 federal income tax returns. The Company also files state tax returns with varying statutes of limitations. The 2012 through 2016 state tax returns remain subject to examination by most state tax authorities. |
Stock Award Plans
Stock Award Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Award Plans | 8. Stock Award Plans Total recognized stock-based compensation expense was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Cost of revenue: Software delivery, support and maintenance $ 4,228 $ 4,224 $ 1,492 Client services 4,493 4,508 4,422 Total cost of revenue 8,721 8,732 5,914 Selling, general and administrative expenses 27,256 20,069 25,376 Research and development 8,175 7,826 7,964 Total stock-based compensation expense $ 44,152 $ 36,627 $ 39,254 The estimated income tax benefit of stock-based compensation expense included in the provision for income taxes for the year ended December 31, 2016 is approximately $7 million. No stock-based compensation costs were capitalized during the years ended December 31, 2016, 2015 and 2014. The calculation of stock-based compensation expenses includes an estimate for forfeitures at the time of grant. This estimate can be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. As of December 31, 2016, total unrecognized stock-based compensation expense related to non-vested awards and options was $51.4 million and this expense is expected to be recognized over a weighted-average period of 2.4 years. Allscripts Long-Term Incentive Plan Allscripts Amended and Restated 2011 Stock Incentive Plan (the “Plan”) provides for the granting of stock options, service-based share awards, performance-based share awards and market-based share awards, among other awards. As of December 31, 2016, there were 3.0 million shares of common stock reserved for issuance under future share-based awards to be granted to any of Allscripts employees, officers, directors or independent consultants at terms and prices to be determined by our Board, and subject to the terms of the Plan. We issue service-based, performance-based and market-based awards in the form of restricted stock units, stock options or shares. A description of each category of awards is presented below. Service-based Share Awards Service-based share awards include stock options, restricted stock units and restricted shares, and typically vest over a four-year period commencing on the date of grant subject to continued service with the company. Upon termination of an employee’s employment, any unvested service-based share awards are forfeited unless otherwise provided in an employee’s employment agreement. Deferred share units are awarded to directors and vest within one year, when issued in lieu of annual share awards, or immediately, when issued in lieu of cash compensation. We recognize the expense for service-based share awards over the requisite service period on a straight-line basis, net of estimated forfeitures. As of December 31, 2016, there was $38.7 million of total estimated unrecognized stock-based compensation expense related to the service-based share awards, which is expected to be recognized over a weighted-average period of 2.6 years. Performance-based Share Awards Performance-based share awards include restricted stock units and restricted shares. The purpose of such awards is to align management’s compensation with our financial performance and other operational objectives and, in certain cases, to retain key employees over a specified performance period. Awards granted under this category are based on the achievement of various targeted financial measures, including, but not limited to, non-GAAP EBITDA and revenue growth, as defined in the grant agreements. The awards are earned based on actual results achieved compared to targeted amounts. Stock-based compensation expense related to these awards is recognized over three-year and four-year vesting periods under the accelerated attribution method if and when we conclude that it is probable that the performance conditions will be achieved. As of December 31, 2016, there was $4.3 million of total estimated unrecognized stock-based compensation expense, assuming various target attainments related to the performance-based share awards, which is expected to be recognized over a weighted-average period of 1.4 years. Market-based Share Awards Market-based share awards include restricted stock units. The purpose of such awards is to align management’s compensation with the performance of our common stock relative to the market. Awards granted under this category are dependent on our total shareholder returns relative to a specified peer group of companies over three-year performance periods with vesting based on three annual performance segments from the grant dates. Fair values of the awards were estimated at the date of the grants using the Monte Carlo pricing model. Following completion of each of the three-year performance periods, the Compensation Committee of our Board will determine the number of awards that would vest considering overall performance over the three-year performance periods. If the number of shares that would vest under this scenario is greater than the amount vesting under the three annual performance segments, then such greater number of awards shall vest, reduced by the number of awards previously vested. Stock-based compensation expense related to these awards will be recognized over three-year vesting periods under the accelerated attribution method. As of December 31, 2016, there was $8.4 million of total estimated unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 1.9 years. Restricted Stock Units and Awards The following table summarizes the activity for restricted stock units during the periods presented: Weighted-Average (In thousands, except per share amounts) Shares Grant Date Fair Value Unvested restricted stock units as of December 31, 2013 5,734 $ 13.94 Awarded 2,199 18.09 Vested (2,044 ) 13.90 Forfeited (793 ) 14.28 Unvested restricted stock units as of December 31, 2014 5,096 15.69 Awarded 2,937 12.07 Vested (1,612 ) 14.84 Forfeited (1,042 ) 14.74 Unvested restricted stock units as of December 31, 2015 5,379 14.15 Awarded 3,480 12.88 Vested (2,095 ) 13.84 Forfeited (517 ) 14.30 Unvested restricted stock units as of December 31, 2016 6,247 $ 13.54 Net Share-settlements Restricted stock units and awards are generally net share-settled upon vesting 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 that vested during the years ended December 31, 2016, 2015 and 2014 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 during the years ended December 31, 2016, 2015 and 2014 were 648 thousand, 523 thousand and 669 thousand, respectively, and were based on the value of the restricted stock units on their vesting date as determined by our closing stock price. These net-share settlements had the effect of share repurchases by us as they reduced the number of shares that would have otherwise been issued as a result of the vesting. Stock Options The following table summarizes the status of stock options outstanding and the changes during the periods presented: Options Weighted-Average Options Weighted-Average (In thousands, except per share amounts) Outstanding Exercise Price Exercisable Exercise Price Balance as of December 31, 2013 4,322 $ 14.28 1,025 $ 15.52 Options granted 0 0.00 Options exercised (289 ) 11.88 Options forfeited (606 ) 15.03 Balance as of December 31, 2014 3,427 14.35 1,393 14.97 Options granted 0 0.00 Options exercised (317 ) 11.44 Options forfeited (767 ) 15.89 Balance as of December 31, 2015 2,343 14.24 1,282 14.52 Options granted 0 0.00 Options exercised (6 ) 14.01 Options forfeited (434 ) 15.51 Balance as of December 31, 2016 1,903 $ 13.95 1,431 $ 13.98 We estimate the fair value of our service-based stock option awards on the date of grant using the Black-Scholes-Merton option-pricing model. Option valuation models, including the Black-Scholes-Merton option-pricing model, require the input of certain assumptions that involve judgment. Changes in the input assumptions can materially affect the fair value estimates and, ultimately, how much we recognize as stock-based compensation expense. Our stock options have a contractual term of 7 years. The aggregate intrinsic value of stock options outstanding or exercisable as of December 31, 2016 was zero, based on our closing stock price of $10.21 as of December 31, 2016. The intrinsic value of stock options outstanding represents the amount that would have been received by the option holders had all option holders exercised their stock options as of that date. The following activity occurred under the Plan: Year Ended December 31, (In thousands) 2016 2015 2014 Total intrinsic value of stock options exercised $ 1 $ 972 $ 1,535 Total fair value of share awards vested $ 26,892 $ 21,673 $ 31,672 The following table summarizes information about stock options outstanding under the Plan as of December 31, 2016: Number of Number of Options Weighted-Average Options Weighted-Average Range of Exercise Prices Outstanding Exercise Price Exercisable Exercise Price $12.50 to $14.78 1,727,810 $ 13.77 1,289,044 $ 13.76 $14.94 to $16.80 158,517 $ 15.51 126,304 $ 15.58 $18.45 to $18.74 15,940 $ 18.70 15,940 $ 18.70 1,902,267 1,431,288 The weighted average remaining contractual life of the options outstanding and exercisable as of December 31, 2016 is 3.2 years. Allscripts Employee Stock Purchase Plan Our Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to authorize payroll deductions of up to 20% of their base salary to be applied toward the purchase of full shares of common stock on the last business day of each offering period. Offering periods under the ESPP are three months in duration and begin on each March 1 st st st st We treat the ESPP as a compensatory plan in accordance with GAAP. There were 756 thousand and 675 thousand shares purchased under the ESPP during the years ended December 31, 2016 and 2015, respectively. Netsmart Long-Term Incentive Plan Netsmart has established the Nathan Holding LLC 2016 Unit Option Plan (the “Netsmart 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 Netsmart’s Board of Directors and expire no more than 10 years after the date of grant. The Netsmart Plan includes a call right which enables Netsmart to repurchase any outstanding units in the event of termination of employment. At December 31, 2016, there were 28,918 thousand Class B Non-Voting Common Units available for further issuance under the Netsmart Plan. As discussed further below, during the period from April 19, 2016 (the date of the Netsmart Transaction) through December 31, 2016 (the “2016 Period”), Netsmart issued 89,889 thousand Option Units to officers and employees at an exercise price of $1.00 per Option Unit, which was equal to the fair value of Netsmart’s Common Units at the date of grant. Time-based Awards During the 2016 Period, Netsmart granted 64,198 thousand Option Units to certain of its executives and employees. During the same period, 1,654 thousand time-based Option Units were forfeited. 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 Awards During the 2016 Period, Netsmart granted 25,691 thousand Option Units to certain of its executives and employees to reward the recipients if certain future financial objectives are met. During the same period, 662 thousand performance-based Option Units were forfeited. In addition to a service condition, these Option Units only vest upon attaining certain future performance and market conditions. There was no stock compensation expense recorded for these performance‑based Option Units, since achievement of the performance conditions was not considered probable at December 31, 2016. A summary of the activity under the Netsmart Plan during the 2016 Period is as follows: (Option Units in thousands, except per unit amounts) Option Units Weighted Average Exercise Price Granted 89,889 $ 1.00 Called 0 0.00 Exercised 0 0.00 Forfeited (2,316 ) 1.00 Outstanding – December 31, 2016 87,573 1.00 Exercisable – December 31, 2016 0 $ 0.00 Option Units outstanding at December 31, 2016 are as follows: (Option Units in thousands, except per unit amounts) Outstanding Exercisable Exercise price Option Units Weighted Average Fair Value Weighted Average Remaining Life Option Units Average Fair Value Weighted Average Remaining Life $ 1.00 87,573 $ 0.54 9.31 0 $ 0.00 0 As the current estimated fair value equals the exercise price of the Option Units as of December 31, 2016, there was no intrinsic value related to the outstanding Option Units. The stock-based compensation expense was included in the following categories in our consolidated statement of operations for the year ended December 31, 2016: (In thousands) Cost of revenue: System sales $ 103 Professional services 130 Total cost of revenue 233 Selling, general and administrative expenses 5,427 Research and development 146 Total stock-based compensation expense $ 5,806 At December 31, 2016 the liability for outstanding awards was $5.8 The fair value of Option Units outstanding as of December 31, 2016 was estimated using the Black‑Scholes‑Merton option pricing model using the following weighted-average assumptions: Average expected term in years 6.31 Risk free rate (weighted average) 2.3 % Expected dividends 0.0 % Average volatility 53.7 % Netsmart determined the estimated share price of $1.00 at December 31, 2016. The December 31, 2016 value was determined based on the transaction value of a Netsmart Common Unit as of the transaction date. 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 $27.7 million of share‑based compensation expense remaining to be recognized (based on the December 31, 2016 fair value) over future periods as follows: $6.7 million in 2017, $8.4 million in 2018, $8.4 million in 2019 and $4.2 million in 2020. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Stock Repurchases On November 17, 2016, we announced that our Board approved a new stock purchase program under which we may repurchase up to $200 million of our common stock through December 31, 2019. The new stock program supersedes the previously existing stock repurchase program, which authorized us to repurchase up to $150 million of our common stock through December 31, 2018. During 2016, we purchased 2.2 million shares of our common stock under the new program for a total of $24 million and 8.1 million shares of our common stock under the prior program for a total of $97 million. 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. Issuance of Common Stock and Warrants On June 30, 2016, we issued to a commercial partner, as part of an overall commercial relationship, unregistered warrants to purchase (i) 900,000 shares of our common stock, par value $0.01 per share at a price per share of $12.47, (ii) 1,000,000 shares of common stock at a price per share of $14.34, and (iii) 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. These warrants are not actively traded and were valued based on an option pricing model that uses observable and unobservable market data for inputs. The warrants are valued at $11 million and are being amortized into earnings over the four year vesting period. The amortization of the warrant value is included as a reduction to revenue in the accompanying consolidated statements of operations. In June 2015, we sold 7,434,944 unregistered shares of our common stock previously held as treasury shares and issued warrants to purchase 1,486,989 shares of our common stock at an exercise price equal to $17.675 per share of common stock, subject to customary anti-dilution adjustments, to Nant Capital, LLC in a private placement exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended. These transactions were meant to strengthen our strategic and commercial relationship with NantHealth and were made in conjunction with our investment in NantHealth as of the same date (refer to Note 2, “Business Combinations and Other Investments”). The common stock shares were sold at a price of $13.45 per share, being the average closing price per share of our common stock on the NASDAQ Global Select Market for the 60 consecutive trading day period ending on and including June 24, 2015, for an aggregate purchase price of $100.0 million. The total proceeds of $100.0 million were allocated to the common stock shares and the warrants in the amounts of $98.3 million and $1.7 million, respectively. The warrants expired unexercised during 2016. In June 2013, in connection with the issuance of the 1.25% Notes, we issued the 1.25% Warrants exercisable for 20.1 million shares of our common stock (subject to anti-dilution adjustments under certain circumstances) with an initial exercise price of $23.135 per share, subject to customary adjustments. The net proceeds from the sale of the 1.25% Warrants of $51.2 million are included as additional paid in capital in the accompanying consolidated balance sheets as of December 31, 2016 and 2015. The 1.25% Warrants expire over a period of 70 trading days beginning on October 1, 2020 and are exercisable only upon expiration. Additionally, if the market value per share of our common stock exceeds the strike price of the 1.25% Warrants on any trading day during the 70 trading day measurement period, we will, for each such trading day, be obligated to issue to the counterparties a number of shares equal in value to the product of the amount by which such market value exceeds such strike price and 1/70th of the aggregate number of shares of our common stock underlying the 1.25% Warrants transactions, subject to a share delivery cap. For each 1.25% Warrant that is exercised, we will deliver to the option counterparties a number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise price, divided by the settlement price, plus cash in lieu of fractional shares. We will not receive any additional proceeds if the 1.25% Warrants are exercised. The number of warrants and the strike price are subject to adjustment under certain circumstances. The 1.25% Warrants could separately have a dilutive effect to the extent that the market value per share of our common stock (as measured under the terms of the warrant transactions) exceeds the applicable strike price of the 1.25% Warrants. In June 2013, we agreed to issue a warrant to a commercial partner as part of an overall commercial relationship pursuant to which the warrant holder has the right to purchase 1.5 million shares of our common stock at a strike price of $12.94 per share. The warrant vests in four equal annual installments of 375 thousand shares (beginning in June 2014) and expires in June 2020. Our issuance of the warrant was a private placement exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended. This warrant is not actively traded and was valued based on an option pricing model that uses observable and unobservable market data for inputs. The warrant was valued at $10.2 million and is being amortized into earnings over the four year vesting period. The amortization of the warrant value is included in stock-based compensation expense in the accompanying consolidated statements of cash flows. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 10. Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss Changes in the balances of each component included in accumulated other comprehensive loss (“AOCI”) are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Available for Sale Securities Unrealized Net Gains (Losses) on Interest Rate Swap Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2013 (1) $ (1,590 ) $ 124 $ (279 ) $ 0 $ (1,745 ) Other comprehensive income (loss) before reclassifications (529 ) 16 (23 ) 0 (536 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 302 0 302 Net other comprehensive (loss) income (529 ) 16 279 0 (234 ) Balance as of December 31, 2014 (2) (2,119 ) 140 0 0 (1,979 ) Other comprehensive income (loss) before reclassifications (2,381 ) 0 0 191 (2,190 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 (140 ) 0 67 (73 ) Net other comprehensive (loss) income (2,381 ) (140 ) 0 258 (2,263 ) Balance as of December 31, 2015 (3) (4,500 ) 0 0 258 (4,242 ) Other comprehensive (loss) income before reclassifications (1,528 ) (56,420 ) 0 683 (57,265 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 0 (322 ) (322 ) Net other comprehensive (loss) income (1,528 ) (56,420 ) 0 361 (57,587 ) Balance as of December 31, 2016 (4) $ (6,028 ) $ (56,420 ) $ 0 $ 619 $ (61,829 ) (1) (2) (3) (4) Income Tax Effects Related to Components of Other Comprehensive Loss The following tables reflect the tax effects allocated to each component of other comprehensive loss (“OCI”) Year Ended December 31, 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (1,528 ) $ 0 $ (1,528 ) Available for sale securities: Net gain arising during the period (56,359 ) (61 ) (56,420 ) Net gain reclassified into income 0 0 0 Net change in unrealized gains on available for sale securities (56,359 ) (61 ) (56,420 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 1,128 (445 ) 683 Net (gains) losses reclassified into income (531 ) 209 (322 ) Net change in unrealized gains (losses) on foreign exchange contracts 597 (236 ) 361 Net gain (loss) on cash flow hedges 597 (236 ) 361 Other comprehensive loss $ (57,290 ) $ (297 ) $ (57,587 ) Year Ended December 31, 2015 (In thousands) Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (2,381 ) $ 0 $ (2,381 ) Available for sale securities: Net gain arising during the period 0 0 0 Net gain reclassified into income (228 ) 88 (140 ) Net change in unrealized gains on available for sale securities (228 ) 88 (140 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 314 (123 ) 191 Net (gains) losses reclassified into income 110 (43 ) 67 Net change in unrealized gains (losses) on foreign exchange contracts 424 (166 ) 258 Net gain (loss) on cash flow hedges 424 (166 ) 258 Other comprehensive loss $ (2,185 ) $ (78 ) $ (2,263 ) Year Ended December 31, 2014 (In thousands) Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (529 ) $ 0 $ (529 ) Available for sale securities: Net gain arising during the period 25 (9 ) 16 Net gain reclassified into income 0 0 0 Net change in unrealized gains on available for sale securities 25 (9 ) 16 Derivatives qualifying as cash flow hedges: Interest rate swap: Net loss arising during the period (38 ) 15 (23 ) Net loss reclassified into income 496 (194 ) 302 Net change in unrealized losses on interest rate swap 458 (179 ) 279 Net gain (loss) on cash flow hedges 458 (179 ) 279 Other comprehensive loss $ (46 ) $ (188 ) $ (234 ) |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 11. Derivative Financial Instruments The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: December 31, 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 $ 1,021 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 17,080 N/A 1.25% Embedded cash conversion option N/A Other liabilities 17,659 Total derivatives $ 18,101 $ 17,659 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 December 31, 2016, there were 30 forward contracts outstanding that were staggered to mature monthly starting in January 2017 and ending in June 2018. 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 June 2018. As of December 31, 2016, the notional amounts of outstanding forward contracts ranged from 20 million to 120 million INR, or the equivalent of $0.3 million to $1.8 million United States dollars, based on the exchange rate between the United States dollar and the INR in effect as of December 31, 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 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 year ended December 31, 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 December 31, 2016, we estimate that $1.0 million of net unrealized derivative gains included in AOCI will be reclassified into income within the next twelve months. Interest Rate Swap Agreement We previously had entered into an interest rate swap agreement with an effective date of October 29, 2010, which expired on October 31, 2014. The critical terms of the interest rate swap agreement and the related debt agreement matched and allowed us to designate the interest rate swap agreement as a highly effective cash flow hedge. As of December 31, 2016, we did not have any outstanding interest rate swap agreements. No gains or losses were reclassified from AOCI into income as a result of forecasted transactions that failed to occur during the year ended December 31, 2014. 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) Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Year Ended December 31, Year Ended December 31, (In thousands) 2016 2015 2014 2016 2015 2014 Foreign exchange contracts $ 1,128 $ 314 $ 0 Cost of Revenue $ 165 $ (34 ) $ 0 Selling, general and administrative expenses 133 (28 ) 0 Research and development 233 (48 ) 0 Interest rate swap $ 0 $ 0 $ (38 ) Interest expense $ 0 $ 0 $ (496 ) 1.25% Call Option In June 2013, concurrent with the issuance of the 1.25% Notes, we entered into the 1.25% Call Option with certain of the initial purchasers of the 1.25% Notes (the “Option Counterparties”). Assuming full performance by the option 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. Aside from the initial payment of a premium to the Option Counterparties of $82.8 million for the 1.25% Call Option, we will not be required to make any cash payments to the Option Counterparties under the 1.25% Call Option, and, subject to the terms and conditions thereof, will be entitled to receive from the Option Counterparties an amount of cash, generally equal to the amount by which the market price per share of our common stock exceeds the strike price of the 1.25% Call Option during the relevant valuation period. The strike price under the 1.25% Call Option is initially equal to the conversion price of the 1.25% Notes of $17.19 per share of our common stock. 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 1, “Basis of Presentation and Significant Accounting Policies.” 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 next, we expect the net effect of those two derivative instruments on our results of operations to continue 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 recognized immediately 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 1, “Basis of Presentation and Significant Accounting Policies.” The following table shows the net impact of the changes in fair values of the 1.25% Call Option and 1.25% Notes embedded cash conversion option in the consolidated statements of operations: Year Ended December 31, (In thousands) 2016 2015 2014 1.25% Call Option $ (63,128 ) $ 23,117 $ (47,565 ) 1.25% Embedded cash conversion option 63,551 (23,371 ) 47,798 Net gain (loss) included in other income, net $ 423 $ (254 ) $ 233 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 12. Commitments Operating and Capital Leases We conduct our operations from leased premises under a number of operating leases. We also lease office and IT equipment under capital leases. Certain office leases contain renewal options and rent escalation clauses calling for rent increases over the term of the leases. All leases which contain a rent escalation clause are accounted for on a straight-line basis. Total rent expense recognized, which consists of the base rental amount and other lessor charges when mandated in a lease agreement, was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Rent expense $ 24,745 $ 18,164 $ 16,259 Our future commitments under capital and operating leases are shown below. The capital lease amounts related to prepaid maintenance, as well as the related prepaid maintenance costs, are not included in our financials as they are considered executory costs. Future operating lease commitments are calculated using the base rental amount and foreign currency exchange rates in effect as of December 31, 2016. Capital Operating (In thousands) Leases Leases 2017 $ 11,608 $ 23,085 2018 8,506 20,851 2019 3,820 18,218 2020 40 15,244 2021 3 13,079 Thereafter 0 42,262 23,977 $ 132,739 Less amount representing interest (1,666 ) Less amount related to executory costs (3,308 ) 19,003 Current maturities of capital lease obligations 9,126 Capital lease obligations, net of current maturities $ 9,877 Commitment with Strategic Partner We are currently in the sixth year of a ten-year agreement with Atos (f/k/a Xerox Consultant Services) to provide services to support our private cloud hosting services for our Sunrise acute care clients. We maintain all client relationships and domain expertise with respect to the hosted applications. This agreement includes the payment of an initial base amount of approximately $50 million per year plus charges for services incremental to the base agreement. Expenses incurred under this agreement are included in cost of revenue in our consolidated statements of operations and were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Expenses incurred under Atos agreement $ 62,266 $ 67,058 $ 68,165 |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 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, private cloud hosting and revenue cycle management. During 2016, in an effort to further streamline and align our operating structure around our key ambulatory, acute and population health management solutions, we made several 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, (ii) the transfer of several ancillary analytics-type products between our existing Clinical and Financial Solutions and Population Health reportable segments, both effective as of January 1, 2016, and (iii) the establishment of the FollowMyHealth® and EPSi TM 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. Our FollowMyHealth® and EPSi TM Segment Reporting ® TM 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 December 31, 2016, we had seven 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, private cloud hosting, revenue cycle management, training and electronic claims administration services. The Population Health reportable segment is comprised of three separate operating segments which include Population Health, FollowMyHealth ® TM Our Chief Operating Decision Maker (“CODM”) uses segment revenues, gross profit and income from operations as measures of performance and to make decisions on allocation of 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 Year Ended December 31, (In thousands) 2016 2015 2014 Revenue: Clinical and Financial Solutions $ 1,125,073 $ 1,105,504 $ 1,112,432 Population Health 235,206 219,861 208,535 Netsmart 173,361 0 0 Unallocated Amounts 16,259 61,028 56,906 Total revenue $ 1,549,899 $ 1,386,393 $ 1,377,873 Gross Profit: Clinical and Financial Solutions $ 471,345 $ 452,058 $ 427,069 Population Health 171,969 147,095 146,970 Netsmart 70,286 0 0 Unallocated Amounts (42,561 ) (18,588 ) (28,055 ) Total gross profit $ 671,039 $ 580,565 $ 545,984 Income (loss) from operations: Clinical and Financial Solutions $ 251,417 $ 234,146 $ 196,263 Population Health 112,974 91,887 84,824 Netsmart (7,416 ) 0 0 Unallocated Amounts (297,204 ) (294,150 ) (320,275 ) Total income (loss) from operations $ 59,771 $ 31,883 $ (39,188 ) |
Supplemental Disclosures
Supplemental Disclosures | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Disclosures | 14. Supplemental Disclosures Year Ended December 31, (In thousands) 2016 2015 2014 Cash paid during the period for: Interest $ 41,954 $ 15,750 $ 15,585 Income taxes paid, net of tax refunds $ 2,951 $ 5,037 $ 7,104 Non-cash transactions: Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock in Netsmart by Netsmart, Inc. management $ 25,543 $ 0 $ 0 Accretion of redemption preference on redeemable convertible non-controlling interest in Netsmart $ 28,536 $ 0 $ 0 Obligations incurred to purchase capitalized software or enter into capital leases $ 28,970 $ 393 $ 4,800 Accrued expenses consist of the following: December 31, December 31, (In thousands) 2016 2015 Royalties, certain third party product costs and licenses $ 17,359 $ 16,456 Other 68,776 45,565 Total accrued expenses $ 86,135 $ 62,021 Other consists of various accrued expenses and no individual item accounted for more than 5% of the current liabilities balance at the respective balance sheet dates. Other assets consist of the following: December 31, December 31, (In thousands) 2016 2015 Investment in Nant Health, LLC $ 0 $ 203,117 Fair value of 1.25% Call Option 17,080 80,208 Long-term prepaid commissions 40,668 43,756 Investments in non-marketable securities 29,603 20,312 Long-term deposits and other assets 10,440 12,272 Total other assets $ 97,791 $ 359,665 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographic Information | 15. Geographic Information Revenues are attributed to geographic regions based on the location where the sale originated. Our revenues by geographic area are summarized below: Year Ended December 31, (In thousands) 2016 2015 2014 United States $ 1,500,629 $ 1,338,095 $ 1,327,840 Canada 18,694 18,024 20,727 Other international 30,576 30,274 29,306 Total $ 1,549,899 $ 1,386,393 $ 1,377,873 A summary of our long-lived assets, comprised of fixed assets by geographic area, is presented below: December 31, December 31, (In thousands) 2016 2015 United States $ 140,552 $ 116,731 India 5,735 5,739 Israel 1,568 1,786 Canada 353 545 Other international 602 816 Total $ 148,810 $ 125,617 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 16. 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. Trial had been scheduled for February 2017, but, by motion of the plaintiff, it has been rescheduled for April 2017. On May 1, 2012, Physicians Healthsource, Inc. filed a class action complaint in the U.S. District Court for the Northern District of Illinois against us. The complaint alleges that, on multiple occasions between July 2008 and December 2011, we or our agent sent advertisements by fax to the plaintiff and a class of similarly situated persons, without first receiving the recipients’ express permission or invitation in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The plaintiff 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. On May 31, 2016, we filed our opposition to plaintiff’s motion for class certification, and simultaneously moved for summary judgment on all of plaintiff’s claims. Both motions have been fully briefed since August 22, 2016 and remain pending. On January 10, 2017, at the request of the Magistrate Judge presiding over the case, the parties participated in a mediation session with a private mediator. A second mediation session is ongoing. In the interim, our counterclaims were heard in an arbitration proceeding before the American Arbitration Association in North Carolina on January 30, 2017. The arbiter had not yet issued a decision. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | 17. Quarterly Financial Information (Unaudited) The following tables contain a summary of our unaudited quarterly consolidated results of operations for our last eight fiscal quarters. Quarter Ended December 31, September 30, June 30, March 31, (In thousands, except per share amounts) 2016 (1) 2016 (1) 2016 (1) 2016 Revenue $ 425,436 $ 392,384 $ 386,521 $ 345,558 Cost of revenue 239,138 226,225 219,837 193,660 Gross profit 186,298 166,159 166,684 151,898 Selling, general and administrative expenses 115,132 98,778 94,802 84,153 Research and development 47,836 45,142 47,891 47,037 Asset impairment charges 0 0 0 4,650 Amortization of intangible and acquisition-related assets 10,903 5,365 5,417 4,162 Income from operations 12,427 16,874 18,574 11,896 Interest expense (25,384 ) (4) (19,367 ) (16,421 ) (6,969 ) Other income (expense), net 621 (6 ) 106 366 Equity in net loss of unconsolidated investments 0 0 (4,898 ) (2,603 ) (Loss) income before income taxes (12,336 ) (2,499 ) (2,639 ) 2,690 Income tax benefit (provision) 15,218 (3) 2,656 (3) 503 (3) (563 ) (3) Net income (loss) 2,882 157 (2,136 ) 2,127 Less: Net (income) loss attributable to non-controlling interest (4 ) (151 ) 87 (78 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (10,192 ) (10,191 ) (8,153 ) 0 Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (7,314 ) $ (10,185 ) $ (10,202 ) $ 2,049 (Loss) earnings per share - basic and diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (0.04 ) $ (0.06 ) $ (0.05 ) $ 0.01 Quarter Ended December 31, September 30, June 30, March 31, (In thousands, except per share amounts) 2015 (2) 2015 (2) 2015 (2) 2015 Revenue $ 345,647 $ 354,476 $ 351,718 $ 334,552 Cost of revenue 191,844 201,128 208,094 204,762 Gross profit 153,803 153,348 143,624 129,790 Selling, general and administrative expenses 79,354 91,043 86,749 82,029 Research and development 45,995 47,702 44,367 46,727 Asset impairment charges 1,203 22 293 26 Amortization of intangible and acquisition-related assets 4,133 5,712 6,624 6,703 Income (loss) from operations 23,118 8,869 5,591 (5,695 ) Interest expense (7,403 ) (9,254 ) (4) (7,483 ) (7,256 ) Other (expense) income, net (98 ) 423 (28 ) 1,886 Equity in net (loss) earnings of unconsolidated investments (797 ) (1,479 ) 176 0 Income (loss) before income taxes 14,820 (1,441 ) (1,744 ) (11,065 ) Income tax benefit (provision) 1,557 (3,692 ) (3) (1,472 ) 981 Net income (loss) 16,377 (5,133 ) (3,216 ) (10,084 ) Less: Net income attributable to non-controlling interest (50 ) (111 ) (9 ) 0 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 16,327 $ (5,244 ) $ (3,225 ) $ (10,084 ) Income (loss) per share - basic and diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.09 $ (0.03 ) $ (0.01 ) $ (0.06 ) (1) Results of operations for the quarter include the results of operations of Netsmart since April 19, 2016, the results of HealthMEDX since October 27, 2016, and the results of operations of three third-parties in which we acquired a controlling interest during the quarters ended September 30 th st (2) (3) (4) Interest expense includes the write-off of $5.2 million deferred debt issuance costs in connection with Netsmart’s amendment of its First Lien Credit Agreement during the quarter ended December 31, 2016 and the write-off of $1.4 million of deferred debt issuance costs in connection with amending the Senior Secured Credit Facility during the quarter ended September 30, 2015. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II-Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts Charged to Balance at Expenses/ Deferred Write-Offs, Balance at Beginning of Against Revenue Net of End of (In thousands) Year Revenue Reclassification Recoveries Year Allowance for doubtful accounts and sales credits Year ended December 31, 2016 $ 31,266 11,039 616 (10,251 ) $ 32,670 Year ended December 31, 2015 $ 36,047 8,089 (363 ) (12,507 ) $ 31,266 Year ended December 31, 2014 $ 54,252 9,592 (5,340 ) (22,457 ) $ 36,047 All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. (“Allscripts”) and its wholly-owned subsidiaries and controlled affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned and controlled affiliates, unless otherwise stated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“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. |
Revenue Recognition | Revenue Recognition Revenue represents the fair value of consideration received or receivable from clients for goods and services provided by us. Software delivery revenue consists of all of our proprietary software sales (either as a perpetual license sale or under a subscription delivery model), transaction-related revenue and the resale of hardware. Support and maintenance revenue consists of revenue from post contract client support and maintenance services. Client services revenue consists of revenue from managed services solutions, such as private cloud hosting, outsourcing and revenue cycle management, as well as other client services or project-based revenue from implementation, training and consulting services. For some clients, we remotely host the software applications licensed from us using our own or third-party servers, which saves these clients the cost of procuring and maintaining hardware and related facilities. For other clients, we offer an outsourced solution in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees. Revenue from software licensing arrangements where the service element is not considered essential to the functionality of the other elements of the arrangement is recognized upon delivery of the software or as services are performed, provided persuasive evidence of an arrangement exists, fees are considered fixed or determinable, and collection of the receivable is probable. The revenue recognized for each separate element of a multiple-element software contract is based upon vendor-specific objective evidence of fair value (“VSOE”), which is based upon the price the client is required to pay when the element is sold separately or renewed. For arrangements in which VSOE only exists for the undelivered elements, the delivered elements (generally software licenses) are accounted for using the residual method. Revenue from software licensing arrangements, where the service element is considered essential to the functionality of the other elements of the arrangement, is accounted for on an input basis under the percentage of completion accounting method using actual hours worked as a percentage of total expected hours required by the arrangement, provided that persuasive evidence of an arrangement exists, fees are considered fixed or determinable, and collection of the receivable is probable. Maintenance and support associated with these agreements is recognized over the term of the support agreement based on VSOE of the maintenance revenue, which is based upon contractual renewal rates. For presentation in the statement of operations, consideration from agreements accounted for under the percentage of completion accounting method is allocated between software delivery and client services revenue based on VSOE of our hourly services rate multiplied by the amount of hours performed with the residual amount allocated to the software license fee. Fees related to software-as-a-service (“SaaS”) arrangements are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to clients. These arrangements include client services fees related to the implementation and set-up of our solutions and are typically billed upfront and recorded as deferred revenue until our solutions are made available to the client. The implementation and set-up fees are recognized as revenue ratably over the estimated client relationship period. The estimated length of a client relationship period is based on our experience with client contract renewals and consideration of the period over which such clients use our SaaS solutions. Software private cloud hosting services are provided to clients that have purchased a perpetual license to our software solutions and contracted with us to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the private cloud hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. Private cloud hosting services are not deemed to be essential to the functionality of the software or other elements of the arrangement; accordingly, for these arrangements, we recognize software license fees as software delivery revenue upon delivery, assuming all other revenue recognition criteria have been met, and separately recognize fees for the private cloud hosting services as client services revenue over the term of the private cloud hosting arrangement. We also enter into multiple-element arrangements that may include a combination of various software-related and non-software-related products and services. Management applies judgment to ensure appropriate accounting for multiple deliverables, including the allocation of arrangement consideration among multiple units of accounting, the determination of whether undelivered elements are essential to the functionality of delivered elements, and the timing of revenue recognition, among others. In such arrangements, we first allocate the total arrangement consideration based on a selling price hierarchy at the inception of the arrangement. The selling price for each element is based upon the following selling price hierarchy: VSOE, if available, third-party evidence of fair value if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence of fair value is available (discussion as to how we determine VSOE, third-party evidence of fair value and estimated selling price is provided below). Upon allocation of the arrangement consideration to the software elements as a whole and to individual non-software elements, we then further allocate consideration within the software group to the respective elements following higher-level, industry-specific guidance and our policies described above. After the arrangement consideration has been allocated to the various elements, we account for each respective element in the arrangement as described above. To determine the selling price in multiple-element arrangements, we establish VSOE using the price charged for a deliverable when sold separately and contractual renewal rates for maintenance fees. For non-software multiple element arrangements, third-party evidence of fair value is established by evaluating similar and interchangeable competitor products or services in standalone arrangements with similarly situated clients. If we are unable to determine the selling price because VSOE or third-party evidence of fair value does not exist, we determine an estimated selling price by considering several external and internal factors including, but not limited to, pricing practices, margin objectives, competition, client demand, internal costs and overall economic trends. The determination of an estimated selling price is made through consultation with and approval by our management, taking into consideration our go-to-market strategy. As our, or our competitors’, pricing and go-to-market strategies evolve, we may modify our pricing practices in the future. These events could result in changes to our determination of VSOE, third-party evidence of fair value and estimated selling price. Selling prices are analyzed on an annual basis or more frequently if we experience significant changes in our selling prices. For those arrangements where the deliverables do not qualify as separate units of accounting, revenue recognition is evaluated for the combined deliverables as a single unit of accounting and the recognition pattern of the final deliverable will dictate the revenue recognition pattern for the single, combined unit of accounting. Changes in circumstances and client data may result in a requirement to either separate or combine deliverables, such that a delivered item could now meet the separation criteria and qualify as a separate unit of accounting, which may lead to an upward or downward adjustment to the amount of revenue recognized under the arrangement on a prospective basis. We assess whether fees are considered fixed or determinable at the time of sale and recognize revenues if all other revenue recognition requirements are met. Our payment arrangements with clients typically include milestone-based software license fee payments and payments based upon delivery for services and hardware. While most of our arrangements include short-term payment terms, we periodically provide extended payment terms to clients from the date of contract signing. We do not recognize revenue under extended payment term arrangements until such payments become due. In certain circumstances, where all other revenue recognition criteria have been met, we occasionally offer discounts to clients with extended payment terms to accelerate the timing of when payments are made. Changes to extended payment term arrangements have not had a material impact on our consolidated results of operations. Maintenance fees are recognized ratably over the period of the contract based on VSOE, which is based upon contractual renewal rates. Revenue from electronic data interchange services is recognized as services are provided and is determined based on the volume of transactions processed or estimated selling price. We provide managed services to our clients under arrangements that typically range from three to ten years in duration. Under these arrangements we assume full, partial or transitional responsibilities for a healthcare organization’s IT operations using our employees. Our managed services include facilities management, network outsourcing and transition management. Revenue from these arrangements is recognized subsequent to the transition period as services are performed. Revenue is recognized net of any taxes collected from clients and subsequently remitted to governmental authorities. We record as revenue any amounts billed to clients for shipping and handling costs and record as cost of revenue the actual shipping costs incurred. We record reimbursements for out-of-pocket expenses incurred as client services revenue in our consolidated statements of operations. These amounts totaled: Year Ended December 31, (In thousands) 2016 2015 2014 Reimbursements for out-of-pocket expenses incurred $ 9,528 $ 12,873 $ 16,251 The following table summarizes revenue earned on contracts in excess of billings, both the current and non-current portions, which are included in the balances of accounts receivable and other assets, respectively, in our consolidated balance sheets. Billings are expected to occur according to the contract terms. December 31, (In thousands) 2016 2015 Revenue earned on contracts in excess of billings Unbilled revenue (current) $ 98,917 $ 68,444 Unbilled revenue (long-term) 0 0 Total revenue earned on contracts in excess of billings $ 98,917 $ 68,444 |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market participant assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The fair values of assets and liabilities required to be measured at fair value are categorized based upon the level of judgment associated with the inputs used to measure their value in one of the following three categories: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Our Level 1 financial instruments include our investment in NantHealth common stock. 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 11, “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 11, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. Our Level 3 financial instruments also include a third party non-marketable convertible note. The sensitivity of changes in the unobservable inputs to the valuation pricing model used to value this instrument is not material to our consolidated results of operations. 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 December 31, 2016 December 31, 2015 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total NantHealth Common Stock Available for sale marketable securities $ 149,100 $ 0 $ 0 $ 149,100 $ 0 $ 0 $ 0 $ 0 Non-marketable convertible note Other assets 0 0 1,156 1,156 0 0 0 0 1.25% Call Option Other assets 0 0 17,080 17,080 0 0 80,208 80,208 1.25% Embedded cash conversion option Other liabilities 0 0 (17,659 ) (17,659 ) 0 0 (81,210 ) (81,210 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 1,021 0 1,021 0 424 0 424 Total $ 149,100 $ 1,021 $ 577 $ 150,698 $ 0 $ 424 $ (1,002 ) $ (578 ) As of December 31, 2016, it is not practicable to estimate the fair value of our non-marketable cost and equity method investments primarily because of their illiquidity and restricted marketability. The factors we considered in trying to determine fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and the issuer’s subsequent or planned raises of capital. Refer to Note 2, “Business Combinations and Other Investments” for additional information about these investments. Our long-term financial liabilities include borrowings outstanding under our Senior Secured Credit Facility and non-recourse borrowings outstanding under Netsmart’s Credit Agreements (both as defined in Note 6, “Debt”), with carrying values that approximate fair value since the variable interest rates approximate current market rates. In addition, as of December 31, 2016, the fair value of the 1.25% Notes (as defined in Note 6, “Debt”) was less than the 1.25% Notes’ principal balance (or par) by approximately 6%. We utilized the 1.25% Notes’ market trading prices near December 31, 2016 in our fair value assessment. See Note 6, “Debt,” for further information regarding our long-term financial liabilities. |
Financial Instruments | Financial Instruments We consider all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. The fair values of these investments approximate their carrying values. Other investments classified as long-term available for sale securities include certain debt and equity instruments. Debt securities are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in market value, excluding other-than-temporary impairments, are reflected in other comprehensive income. There were no other-than-temporary impairments related to our long-term available for sale securities for the years ended December 31, 2016, 2015 and 2014. Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash-flow hedges, the effective portion of the derivative’s gain (loss) is initially reported as a component of other comprehensive income and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains (losses) on derivatives representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. See Note 11, “Derivative Financial Instruments,” for information regarding gains and losses from derivative instruments during the years ended December 31, 2016, 2015 and 2014. |
Allowance for Doubtful Accounts Receivable | Allowance for Doubtful Accounts Receivable Accounts receivable are recorded at the invoiced amounts and do not bear interest. An allowance for doubtful accounts is recorded to provide for estimated losses resulting from uncollectible accounts, and is based principally on specifically identified amounts where collection is deemed doubtful. Additional non-specific allowances are recorded based on historical experience and management’s assessment of a variety of factors related to the general financial condition of our clients, the industry in which we operate and general economic conditions. We regularly review the collectability of individual accounts and assess the adequacy of the allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance and related bad debt expense may be required. |
Contingent Liabilities | Contingent Liabilities A liability is contingent if the amount is not presently known, but may become known in the future as a result of the occurrence of some uncertain future event. We accrue a liability for an estimated loss if we determine that the potential loss is probable of occurring 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 assessment of contingent liabilities, including legal and income tax contingencies, involves the use of estimates, assumptions and judgments. Our estimates are based on our belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or Internal Revenue Service (“IRS”) positions, will not differ from our assessments. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the related assets. The depreciable life of leasehold improvements is the shorter of the lease term or the useful life. Upon asset retirement or other disposition, the fixed asset cost and the related accumulated depreciation or amortization are removed from the accounts, and any gain or loss is included in the consolidated statements of operations. Amounts incurred for repairs and maintenance are expensed as incurred. |
Business Combinations | Business Combinations Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value the assets acquired, including intangible assets, and the liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair values of the assets acquired and the liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or the liabilities assumed, whichever comes first, any subsequent adjustments are reflected in our consolidated statements of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess would be recorded. The recoverability of indefinite-lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, and an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs. Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for each reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on sales to new and existing clients, new product introductions, client behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our historical experience, our expectations of future performance, and the expected economic environment. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the fair values estimated for our reporting units. Accounting guidance also requires that definite-lived intangible assets be amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the estimated useful lives of those assets. If the estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time. |
Long-Lived Assets and Long-Lived Assets to Be Disposed Of | Long-Lived Assets and Long-Lived Assets to Be Disposed Of We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Software Development Costs | Software Development Costs We capitalize purchased software upon acquisition if it is accounted for as internal-use or if it meets the future alternative use criteria. We capitalize incurred labor costs for software development from the time technological feasibility of the software is established, or when the preliminary project phase is completed in the case of internal use software, until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We estimate the useful life of our capitalized software and amortize its value over that estimated life. If the actual useful life is shorter than our estimated useful life, we will amortize the remaining book value over the remaining useful life or the asset may be deemed to be impaired and, accordingly, a write-down of the value of the asset may be recorded as a charge to earnings. Upon the availability for general release, we commence amortization of the capitalized software costs on a product by product basis. Amortization of capitalized software is recorded using the greater of (i) the ratio of current revenues to total and anticipated future revenues for the applicable product or (ii) the straight-line method over the remaining estimated economic life, which is estimated to be three to five years. At each balance sheet date, the unamortized capitalized costs of a software product are compared with the net realizable value of that product. The net realizable value is the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product, including the costs of performing maintenance and client support required to satisfy our responsibility set forth at the time of sale. The amount by which the unamortized capitalized costs of a software product exceed the net realizable value of that asset is written off. If we determine in the future that the value of the capitalized software could not be recovered, a write-down of the value of the capitalized software to its recoverable value may be recorded as a charge to earnings. The unamortized balances of capitalized software were as follows: December 31, (In thousands) 2016 2015 Software development costs $ 321,265 $ 200,531 Less: accumulated amortization (157,386 ) (114,756 ) Software development costs, net $ 163,879 $ 85,775 Capitalized software development costs, write-offs included in asset impairment changes and amortization of capitalized software development costs included in cost of revenue are shown in the table below. Capitalized software development costs for the year ended December 31, 2016 include $44 million of third-party software purchases to supplement our internal software development efforts, of which $24 million was accrued as of December 31, 2016. Year Ended December 31, (In thousands) 2016 2015 2014 Capitalized software development costs $ 126,003 $ 46,464 $ 45,461 Write-offs of capitalized software development costs $ 4,625 $ 0 $ 1,444 Amortization of capitalized software development costs $ 43,274 $ 46,842 $ 46,108 |
Redeemable Convertible Non-Controlling Interest – Netsmart | Redeemable Convertible Non-Controlling Interest – Netsmart The redeemable convertible non-controlling interest reported in the mezzanine equity section of the accompanying consolidated balance sheet as of December 31, 2016 represents the redemption value of the Class A Preferred Units issued as part of the formation of Nathan Holding LLC in April 2016. Refer to Note 2, “Business Combinations and Other Investments” for additional information about the formation of this joint business entity and the redemption terms of the Class A Preferred Units. The Class A Preferred Units do not have a mandatory redemption date and, with certain exceptions, can be redeemed no earlier than five years from their issuance date. They also contain a minimum liquidation preference feature and the value of such feature is accreted using the effective interest method. The Class A Preferred Units were not redeemable as of December 31, 2016. A rollforward of the balance of redeemable convertible non-controlling interest for the year ended December 31, 2016 follows: (In thousands) Balance as of December 31, 2015 $ 0 Issuance of redeemable convertible non-controlling interest 359,149 Accretion of redemption preference on redeemable convertible non-controlling interest 28,536 Balance as of December 31, 2016 $ 387,685 |
Income Taxes | Income Taxes We account for income taxes using the liability method, which requires the recognition of deferred tax assets or liabilities for the tax-effected temporary differences between the financial reporting and tax bases of our assets and liabilities and for net operating loss and tax credit carryforwards. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience, expectations of future taxable income, the ability to carryback losses and other relevant factors. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes may be required. If we ultimately determine that payment of these amounts is unnecessary, then we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained if challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period may be materially affected. An unfavorable tax settlement would require cash payments and may result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. We report interest and penalties related to uncertain income tax positions in the income tax (provision) benefit line of our consolidated statements of operations. We file income tax returns in the United States federal jurisdiction, numerous states in the United States and multiple countries outside of the United States. |
Earnings (Loss) Per Share | 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 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: Year Ended December 31, (In thousands, except per share amounts) 2016 2015 2014 Basic Loss per Common Share: Net income (loss) $ 3,030 $ (2,056 ) $ (66,453 ) Less: Net income attributable to non-controlling interests $ (146 ) $ (170 ) $ 0 Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (28,536 ) $ 0 $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (25,652 ) $ (2,226 ) $ (66,453 ) Weighted-average common shares outstanding 186,188 185,082 179,849 Basic Loss per Common Share $ (0.14 ) $ (0.01 ) $ (0.37 ) Diluted Loss per Common Share: Net income (loss) $ 3,030 $ (2,056 ) $ (66,453 ) Less: Net income attributable to non-controlling interests $ (146 ) $ (170 ) $ 0 Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (28,536 ) $ 0 $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (25,652 ) $ (2,226 ) $ (66,453 ) Weighted-average common shares outstanding 186,188 185,082 179,849 Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 Weighted-average common shares outstanding assuming dilution 186,188 185,082 179,849 Diluted Loss per Common Share $ (0.14 ) $ (0.01 ) $ (0.37 ) As a result of the net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders for the years ended December 31, 2016, 2015 and 2014, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for each of these years, 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: Year Ended December 31, (In thousands) 2016 2015 2014 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 25,277 25,063 24,254 |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation in accordance with GAAP, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employee directors based on their estimated fair value. With the exception of Netsmart, we measure stock-based compensation cost at the grant date based on the fair value of the award and recognize the expense over the requisite service period typically on a straight-line basis, net of estimated forfeitures. Netsmart’s stock-based option awards are liability-classified due to the option to call and cash settle such awards. 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. With the exception of Netsmart, the fair value of service-based restricted stock units and restricted stock awards is measured at their underlying closing share price on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. The net proceeds from stock-based compensation activities are reflected as a financing activity within the accompanying consolidated statements of cash flows. We settle employee stock option exercises and stock awards with newly issued common shares. |
Employee Benefit Plans | Employee Benefit Plans We provide employees with defined contribution savings plans. We recognize expense for our contributions to the savings plans at the time employees make contributions to the plans and we contributed the following amounts to these plans: Year Ended December 31, (In thousands) 2016 2015 2014 Company contributions to employee benefit plans $ 18,329 $ 16,397 $ 16,427 |
Foreign Currency | Foreign Currency The determination of the functional currency of our foreign subsidiaries is made based on the appropriate economic and management indicators. Our foreign subsidiaries use the local currency of their respective countries as the functional currency, with the exception of our operating subsidiaries in India and Israel which use the United States dollar as a functional currency. The assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into United States dollars at the exchange rates in effect at the consolidated balance sheet date, while revenues and expenses are translated at the average rates of exchange during the year. Translation gains and losses are not included in determining net income or loss but are included as a separate component of accumulated other comprehensive loss. Gains and losses resulting from foreign currency transactions are included in determining net income or loss and have not been material in any years presented in the accompanying consolidated statements of operations. We periodically enter into non-deliverable forward foreign currency exchange contracts 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. See Note 11, “Derivative Financial Instruments,” for information regarding these foreign currency exchange contracts. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and trade receivables. We primarily maintain our cash balances with one major commercial bank domestically and several commercial banks internationally. We sell our products and services to healthcare providers. Credit risk with respect to trade receivables is generally diversified due to the large number of clients and their geographic dispersion. To reduce credit risk, we perform ongoing credit evaluations of significant clients and their payment histories. In general, we do not require collateral from our clients, but we do enter into advance deposit agreements, if appropriate. The majority of our revenue is derived from clients located in the United States. The majority of long-lived assets are also located in the United States. No single client accounted for more than 10% of our revenue in the years ended December 31, 2016, 2015 and 2014. No client represented more than 10% of accounts receivable as of December 31, 2016 or 2015. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 The new revenue recognition guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). We currently plan to adopt the standard effective January 1, 2018 using the full retrospective method. We have completed our initial assessment of our systems, data and processes that will be affected by the implementation of this new guidance. We are currently working towards establishing policies, updating our processes and implementing necessary changes to be able to comply with the new requirements. Based on the results of our assessment to date, we anticipate this standard will have an impact, which could be significant, on our consolidated financial statements. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for software license revenue. We expect revenue related to hardware, SaaS-based offerings, professional services, electronic data interchange services, and managed service to remain substantially unchanged. We expect to recognize a significant portion of license revenue upfront rather than be restricted to payment amounts due under extended payment term contracts under current guidance. We also expect to recognize license revenue upfront rather than over the subscription period from certain multi-year software subscriptions that include both software licenses and software maintenance. Due to the complexity of certain of our license subscription contracts, the actual revenue recognition treatment required under the standard will be dependent on contract-specific terms, and may vary in some instances from upfront recognition. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “ Leases (Topic 842) 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 mong other things, (i) will require all income tax effects of share-based awards to be recognized in the statement of operations when the awards vest or are settled, (ii) will allow an employer to repurchase more of an employee’s shares for tax withholding purposes than it can today without triggering liability accounting and (iii) will allow a policy election to account for forfeitures as they occur. all income tax effects of share-based awards in the statement of operations when the awards vest or are settled will impact our future results of operations and earnings per share. We are not able to determine the magnitude of such impact as it will depend on the future prices of our common stock and awards activity. 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 In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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. |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Reimbursements for Out-of-Pocket Expenses Incurred as Client Services Revenue | We record reimbursements for out-of-pocket expenses incurred as client services revenue in our consolidated statements of operations. These amounts totaled: Year Ended December 31, (In thousands) 2016 2015 2014 Reimbursements for out-of-pocket expenses incurred $ 9,528 $ 12,873 $ 16,251 |
Revenue Earned on Contracts in Excess of Billings Included in Accounts Receivable and Other Assets | The following table summarizes revenue earned on contracts in excess of billings, both the current and non-current portions, which are included in the balances of accounts receivable and other assets, respectively, in our consolidated balance sheets. Billings are expected to occur according to the contract terms. December 31, (In thousands) 2016 2015 Revenue earned on contracts in excess of billings Unbilled revenue (current) $ 98,917 $ 68,444 Unbilled revenue (long-term) 0 0 Total revenue earned on contracts in excess of billings $ 98,917 $ 68,444 |
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 December 31, 2016 December 31, 2015 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total NantHealth Common Stock Available for sale marketable securities $ 149,100 $ 0 $ 0 $ 149,100 $ 0 $ 0 $ 0 $ 0 Non-marketable convertible note Other assets 0 0 1,156 1,156 0 0 0 0 1.25% Call Option Other assets 0 0 17,080 17,080 0 0 80,208 80,208 1.25% Embedded cash conversion option Other liabilities 0 0 (17,659 ) (17,659 ) 0 0 (81,210 ) (81,210 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 1,021 0 1,021 0 424 0 424 Total $ 149,100 $ 1,021 $ 577 $ 150,698 $ 0 $ 424 $ (1,002 ) $ (578 ) |
Unamortized Balances of Capitalized Software | The unamortized balances of capitalized software were as follows: December 31, (In thousands) 2016 2015 Software development costs $ 321,265 $ 200,531 Less: accumulated amortization (157,386 ) (114,756 ) Software development costs, net $ 163,879 $ 85,775 |
Capitalized Software Development Costs, Write Offs Included in Asset Impairment Changes and Amortization of Capitalized Software Development Costs Included in Cost of Revenue | Capitalized software development costs, write-offs included in asset impairment changes and amortization of capitalized software development costs included in cost of revenue are shown in the table below. Capitalized software development costs for the year ended December 31, 2016 include $44 million of third-party software purchases to supplement our internal software development efforts, of which $24 million was accrued as of December 31, 2016. Year Ended December 31, (In thousands) 2016 2015 2014 Capitalized software development costs $ 126,003 $ 46,464 $ 45,461 Write-offs of capitalized software development costs $ 4,625 $ 0 $ 1,444 Amortization of capitalized software development costs $ 43,274 $ 46,842 $ 46,108 |
Balance of Redeemable Convertible Non-Controlling Interest | A rollforward of the balance of redeemable convertible non-controlling interest for the year ended December 31, 2016 follows: (In thousands) Balance as of December 31, 2015 $ 0 Issuance of redeemable convertible non-controlling interest 359,149 Accretion of redemption preference on redeemable convertible non-controlling interest 28,536 Balance as of December 31, 2016 $ 387,685 |
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: Year Ended December 31, (In thousands, except per share amounts) 2016 2015 2014 Basic Loss per Common Share: Net income (loss) $ 3,030 $ (2,056 ) $ (66,453 ) Less: Net income attributable to non-controlling interests $ (146 ) $ (170 ) $ 0 Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (28,536 ) $ 0 $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (25,652 ) $ (2,226 ) $ (66,453 ) Weighted-average common shares outstanding 186,188 185,082 179,849 Basic Loss per Common Share $ (0.14 ) $ (0.01 ) $ (0.37 ) Diluted Loss per Common Share: Net income (loss) $ 3,030 $ (2,056 ) $ (66,453 ) Less: Net income attributable to non-controlling interests $ (146 ) $ (170 ) $ 0 Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (28,536 ) $ 0 $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (25,652 ) $ (2,226 ) $ (66,453 ) Weighted-average common shares outstanding 186,188 185,082 179,849 Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 Weighted-average common shares outstanding assuming dilution 186,188 185,082 179,849 Diluted Loss per Common Share $ (0.14 ) $ (0.01 ) $ (0.37 ) |
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: Year Ended December 31, (In thousands) 2016 2015 2014 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 25,277 25,063 24,254 |
Company Contributions to Employee Benefit Plan | We provide employees with defined contribution savings plans. We recognize expense for our contributions to the savings plans at the time employees make contributions to the plans and we contributed the following amounts to these plans: Year Ended December 31, (In thousands) 2016 2015 2014 Company contributions to employee benefit plans $ 18,329 $ 16,397 $ 16,427 |
Business Combinations and Oth28
Business Combinations and Other Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Proforma Results | The revenue and earnings of Netsmart, since April 19, 2016, and HealthMEDX, since October 27, 2016, are included in our consolidated statement of operations for the year ended December 31, 2016 and the supplemental pro forma revenue and net loss of the combined entity, presented as if the acquisitions of both entities had occurred on January 1, 2015, are as follows: Year Ended December 31, (In thousands, except per share amounts) 2016 2015 Actual from Netsmart since acquisition date of April 19, 2016: Revenue (1) $ 173,361 $ 0 Net loss (1) $ (27,709 ) $ 0 Actual from HealthMEDX since acquisition date of October 27, 2016: Revenue $ 4,725 $ 0 Net loss $ 602 $ 0 Supplemental pro forma data for combined entity: Revenue $ 1,644,004 $ 1,579,848 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (44,728 ) $ (133,467 ) Loss per share, basic and diluted $ (0.24 ) $ (0.72 ) (1) Amounts are not adjusted for the effects of transactions between Allscripts and Netsmart and include HealthMEDX actual results since October 27, 2016. |
Summary of Other Equity Investments Included in Other Assets | The following table summarizes our other equity investments which are included in other assets in the accompanying consolidated balance sheets: Number of Investees Original Carrying Value at (In thousands) at December 31, 2016 Investment December 31, 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. |
Netsmart [Member] | |
Schedule of Consideration Funded by Sources of Funds | The consideration was funded by the sources of funds as described in the table below. (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 consideration for Netsmart, Inc. $ 937,066 |
Assets Acquired and Liabilities Assumed | The final allocation of the fair value of the consideration transferred, including measurement period adjustments through December 31, 2016, is shown in the table below. (In thousands) Cash and cash equivalents $ 5,982 Accounts receivable, net 50,472 Prepaid expenses and other current assets 9,667 Fixed assets 26,829 Intangible assets 409,500 Goodwill 619,283 Other assets 6,540 Accounts payable (14,151 ) Accrued expenses (9,595 ) Deferred revenue (18,843 ) Capital lease obligations (17,833 ) Deferred taxes, net (127,729 ) Other liabilities (3,056 ) 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: Useful Life Fair Value Description (In years) (In thousands) Technology 10 $ 144,000 Corporate Trademark indefinite 27,000 Product Trademarks 10 8,500 Customer Relationships 12-20 230,000 $ 409,500 |
HealthMEDX, LLC [Member] | |
Schedule of Consideration Funded by Sources of Funds | The aggregate consideration was funded by the sources of funds as shown in the table below and includes a contingent consideration payable to the HealthMEDX unitholders in 2018 of up to $3.5 million based on HealthMEDX achieving certain recurring revenue milestones in 2017. The fair value of such contingent consideration shown in the table below represents the maximum pay-out amount discounted at the weighted-average cost of capital rate used as part of the HealthMEDX valuation. The portion of the aggregate consideration that was paid in cash at closing was funded with borrowings under the Netsmart Credit Agreements. (In thousands) Incremental term loan - Netsmart $ 36,195 Contingent consideration payable to former HealthMEDX owners 2,888 Deferred cash consideration 100 Total consideration for HealthMEDX, LLC $ 39,183 |
Assets Acquired and Liabilities Assumed | The allocation of the fair value of the consideration transferred as of the acquisition date of October 27, 2016 is shown in the table below. This allocation is preliminary and is subject to changes, which could be significant, as appraisals of tangible and intangible assets are finalized, and additional information becomes available: (In thousands) Cash and cash equivalents $ 489 Accounts receivable, net 3,109 Prepaid expenses and other current assets 773 Fixed assets 603 Intangible assets 20,940 Goodwill 18,457 Other assets 45 Accounts payable (703 ) Accrued expenses (1,427 ) Deferred revenue (1,792 ) Current maturities of capital lease obligations (808 ) Long-term maturities of debt and capital lease obligations (503 ) Net assets acquired $ 39,183 |
Acquired Intangible Assets Amortization | The following table summarizes the estimated fair values of HealthMEDX’s identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Technology 10 $ 11,410 Product Trademarks 10 680 Customer Relationships 15 8,850 $ 20,940 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets | Fixed assets consist of the following: Estimated December 31, December 31, (Dollar amounts in thousands) Useful Life 2016 2015 Computer equipment and software 3 to 10 years $ 336,784 $ 304,032 Facility furniture, fixtures and equipment 5 to 7 years 23,398 20,302 Leasehold improvements 7 to 8 years, or life of lease if shorter 36,600 30,619 Assets under capital lease 3 to 5 years 23,204 3,266 Fixed assets, gross 419,986 358,219 Less: Accumulated depreciation and amortization (271,176 ) (232,602 ) Fixed assets, net $ 148,810 $ 125,617 |
Depreciation and Amortization Expense | Accumulated amortization for assets under capital lease amounted to $5.6 million and $3.0 million as of December 31, 2016 and 2015, respectively. Fixed assets depreciation and amortization expense were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Fixed assets depreciation and amortization expense, including capital leases $ 40,315 $ 42,153 $ 48,465 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: December 31, 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 $ 627,819 $ (347,477 ) $ 280,342 $ 450,852 $ (302,284 ) $ 148,568 Customer contracts and relationships 813,021 (430,960 ) 382,061 552,395 (405,317 ) 147,078 Total $ 1,440,840 $ (778,437 ) $ 662,403 $ 1,003,247 $ (707,601 ) $ 295,646 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 52,000 Goodwill 1,924,052 1,222,601 Total $ 2,003,052 $ 1,274,601 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the years ended December 31, 2016 and 2015 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2014 $ 774,512 $ 426,234 $ 0 $ 1,200,746 Other additions 22,319 0 0 22,319 Foreign exchange translation (464 ) 0 0 (464 ) Balance as of December 31, 2015 $ 796,367 $ 426,234 $ 0 $ 1,222,601 Additions arising from business acquisitions: Netsmart 0 0 619,283 619,283 HealthMEDX 0 0 18,457 18,457 Other additions 49,093 16,241 0 65,334 Total additions to goodwill 49,093 16,241 637,740 703,074 Reallocation 0 (37,600 ) 37,600 0 Foreign exchange translation (1,623 ) 0 0 (1,623 ) Balance as of December 31, 2016 $ 843,837 $ 404,875 $ 675,340 $ 1,924,052 |
Amortization Expense Related to Intangible Assets | Intangible assets are being amortized over their estimated useful lives and amortization expense related to intangible assets was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Proprietary technology amortization included in cost of revenue $ 45,357 $ 35,144 $ 35,924 Intangible amortization included in operating expenses 25,847 23,172 31,280 Total intangible amortization expense $ 71,204 $ 58,316 $ 67,204 |
Estimated Future Amortization Expense for Intangible Assets | The increase in amortization expense for the year ended December 31, 2016 compared with the year ended December 31, 2015 was primarily driven by acquisitions in 2016, partly offset by amortization associated with intangible assets that were fully amortized in the second half of 2015. The decrease in amortization expense for the year ended December 31, 2015 compared with the year ended December 31, 2014 was primarily driven by amortization associated with intangible assets that were fully amortized in 2014. Estimated future amortization expense for the intangible assets that exist as of December 31, 2016, based on foreign currency exchange rates in effect as of such date, is as follows: Year Ended December 31, (In thousands) 2017 $ 83,501 2018 80,953 2019 80,531 2020 78,766 2021 72,227 Thereafter 266,425 Total $ 662,403 |
Asset Impairment Charges (Table
Asset Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges | Year Ended December 31, (In thousands) 2016 2015 2014 Asset impairment charges $ 4,650 $ 1,544 $ 2,390 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instrument [Line Items] | |
Debt Outstanding Excluding Capital Lease Obligations | Debt outstanding, excluding capital lease obligations, consisted of the following: December 31, 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 $ 49,186 $ 295,814 $ 345,000 $ 61,771 $ 283,229 Senior Secured Credit Facility 441,875 4,691 437,184 346,875 5,704 341,171 Netsmart Non-Recourse Debt: First Lien Term Loan 432,925 11,655 421,270 0 0 0 Second Lien Term Loan 167,000 8,901 158,099 0 0 0 Other debt 13 0 13 183 0 183 Total debt $ 1,386,813 $ 74,433 $ 1,312,380 $ 692,058 $ 67,475 $ 624,583 Less debt payable within one year - excluding Netsmart 15,638 480 15,158 12,657 479 12,178 Less debt payable within one year - Netsmart 4,351 1,900 2,451 0 0 0 Total long-term debt, less current maturities $ 1,366,824 $ 72,053 $ 1,294,771 $ 679,401 $ 66,996 $ 612,405 |
Interest Expense | Interest expense consisted of the following: Year Ended December 31, (In thousands) 2016 2015 2014 Interest expense $ 15,556 $ 16,284 $ 16,020 Amortization of discounts and debt issuance costs 13,922 13,679 13,277 Write off of unamortized deferred debt issuance costs 0 1,433 0 Netsmart: Interest expense (1) 30,820 0 0 Amortization of discounts and debt issuance costs 2,619 0 0 Write off of unamortized deferred debt issuance costs 5,224 0 0 Total interest expense $ 68,141 $ 31,396 $ 29,297 (1) Includes interest expense related to capital leases. |
Summary of Future Debt Payments | The following table summarizes future debt payments as of December 31, 2016: (In thousands) Total 2017 2018 2019 2020 2021 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 345,000 $ 0 $ 0 Term Loan (2) 234,375 15,625 28,125 40,625 150,000 0 0 Revolving Facility (2) 207,500 0 0 0 207,500 0 0 Netsmart Non-Recourse Debt (2) First Lien Term Loan 432,925 4,351 4,351 4,351 4,351 4,351 411,170 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Other debt 13 13 0 0 0 0 0 Total debt $ 1,386,813 $ 19,989 $ 32,476 $ 44,976 $ 706,851 $ 4,351 $ 578,170 (1) Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. (2) Assumes no additional borrowings after December 31, 2016 and that all drawn amounts are repaid upon maturity. |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Interest Expense Related to Cash Convertible Senior Notes | Interest expense related to the 1.25% Cash Convertible Senior Notes was comprised of the following: Year Ended December 31, (In thousands) 2016 2015 2014 Coupon interest at 1.25% $ 4,312 $ 4,312 $ 4,312 Amortization of discounts and debt issuance costs 12,585 11,994 11,433 Total interest expense related to the 1.25% Notes $ 16,897 $ 16,306 $ 15,745 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Geographic Breakdown of (Loss) Income Before Income Tax Benefits | The following is a geographic breakdown of income (loss) before income tax benefits: Year Ended December 31, (In thousands) 2016 2015 2014 United States $ (13,317 ) $ (5,357 ) $ (62,987 ) Foreign (1,467 ) 5,927 (5,130 ) Total income (loss) before income taxes $ (14,784 ) $ 570 $ (68,117 ) |
Components of Provision (Benefit) for Income Taxes | The following is a summary of the components of the provision (benefit) for income taxes: Year Ended December 31, (In thousands) 2016 2015 2014 Current tax provision Federal $ 323 $ 570 $ 840 State 606 658 213 Foreign 3,857 4,083 (399 ) 4,786 5,311 654 Deferred tax provision Federal (18,369 ) (2,928 ) (581 ) State (3,354 ) 898 (3,261 ) Foreign (877 ) (655 ) 1,524 (22,600 ) (2,685 ) (2,318 ) Income tax provision (benefit) $ (17,814 ) $ 2,626 $ (1,664 ) |
Taxes Computed at Statutory Federal Income Tax Rate Reconciled to Provision for Income Taxes | Taxes computed at the statutory federal income tax rate of 35% are reconciled to the provision for income taxes as follows: Year Ended December 31, (In thousands) 2016 2015 2014 United States federal tax at statutory rate $ (4,714 ) $ 200 $ (23,844 ) Items affecting federal income tax rate Non-deductible acquisition and reorganization expenses 1,400 (2 ) (56 ) Research credits (3,360 ) (3,000 ) (3,133 ) Change in unrecognized tax benefits (545 ) (208 ) (519 ) State income taxes, net of federal benefit (371 ) 182 (2,120 ) Compensation 651 765 1,017 Meals and entertainment 1,341 1,023 954 Impact of foreign operations 2,847 1,848 2,505 Provision-to-Return adjustments (1,116 ) (136 ) 0 Settlements with taxing authorities 0 (4,218 ) 0 Deemed Dividends 887 1,408 0 Dividends Accrued 2,198 1,190 0 Federal, state and local rate changes 344 1,104 (268 ) Bilateral Advance Pricing Agreement impact 0 524 (199 ) Non-deductible items 70 (5 ) 82 Valuation allowance (17,504 ) 1,816 24,666 Other 58 135 (749 ) Income tax provision (benefit) $ (17,814 ) $ 2,626 $ (1,664 ) |
Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities consist of the following: December 31, (In thousands) 2016 2015 Deferred tax assets Accruals and reserves, net $ 22,305 $ 24,548 Allowance for doubtful accounts 12,386 12,194 Stock-based compensation, net 15,939 12,086 Deferred revenue 15,092 13,294 Net operating loss carryforwards 91,859 78,909 Research and development tax credit 32,952 26,863 AMT credits 7,085 6,070 State tax credits 2,911 0 Other 15,065 7,012 Less: Valuation Allowance (23,761 ) (43,043 ) Total deferred tax assets 191,833 137,933 Deferred tax liabilities Prepaid expense (9,532 ) (8,594 ) Property and equipment, net (15,879 ) (3,953 ) Acquired intangibles, net (305,361 ) (145,252 ) Other (22 ) 0 Total deferred tax liabilities (330,794 ) (157,799 ) Net deferred tax liabilities $ (138,961 ) $ (19,866 ) |
Deferred Tax Assets (Liabilities) Classified in Consolidated Balance Sheets | The deferred tax assets (liabilities) are classified in the consolidated balance sheets as follows: December 31, (In thousands) 2016 2015 Non-current deferred tax assets, net $ 2,791 $ 2,298 Non-current deferred tax liabilities, net (141,752 ) (22,164 ) Non-current deferred tax liabilities, net $ (138,961 ) $ (19,866 ) |
Change in the Amount of Unrecognized Tax Benefits | Changes in the amounts of unrecognized tax benefits were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Beginning balance as of January 1 $ 11,777 $ 15,314 $ 18,283 Increases for tax positions related to the current year 733 600 627 Decreases for tax positions related to prior years (16 ) 0 (3,239 ) Increases for tax positions related to prior years 104 50 173 Decreases relating to settlements with taxing authorities 0 (3,805 ) (384 ) Increases acquired in business acquisitions 617 0 0 Foreign currency translation (1 ) (24 ) (26 ) Reductions due to lapsed statute of limitations (1,834 ) (358 ) (120 ) Ending balance as of December 31 $ 11,380 $ 11,777 $ 15,314 |
Recognized Interest and Penalties Related to Uncertain Tax Positions | We recognized interest and penalties related to uncertain tax positions in our consolidated statements of operations as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Interest and penalties included in the provision for income taxes $ (6 ) $ (103 ) $ (715 ) |
Amount of Interest and Penalties Included in Consolidated Balance Sheets | The amount of interest and penalties included in our consolidated balance sheets is as follows: December 31, (In thousands) 2016 2015 Interest and penalties included in the liability for uncertain tax positions $ 1,187 $ 1,193 |
Stock Award Plans (Tables)
Stock Award Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation Expense | Total recognized stock-based compensation expense was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Cost of revenue: Software delivery, support and maintenance $ 4,228 $ 4,224 $ 1,492 Client services 4,493 4,508 4,422 Total cost of revenue 8,721 8,732 5,914 Selling, general and administrative expenses 27,256 20,069 25,376 Research and development 8,175 7,826 7,964 Total stock-based compensation expense $ 44,152 $ 36,627 $ 39,254 |
Activity for Restricted Stock Awards | The following table summarizes the activity for restricted stock units during the periods presented: Weighted-Average (In thousands, except per share amounts) Shares Grant Date Fair Value Unvested restricted stock units as of December 31, 2013 5,734 $ 13.94 Awarded 2,199 18.09 Vested (2,044 ) 13.90 Forfeited (793 ) 14.28 Unvested restricted stock units as of December 31, 2014 5,096 15.69 Awarded 2,937 12.07 Vested (1,612 ) 14.84 Forfeited (1,042 ) 14.74 Unvested restricted stock units as of December 31, 2015 5,379 14.15 Awarded 3,480 12.88 Vested (2,095 ) 13.84 Forfeited (517 ) 14.30 Unvested restricted stock units as of December 31, 2016 6,247 $ 13.54 |
Stock Options Outstanding | The following table summarizes the status of stock options outstanding and the changes during the periods presented: Options Weighted-Average Options Weighted-Average (In thousands, except per share amounts) Outstanding Exercise Price Exercisable Exercise Price Balance as of December 31, 2013 4,322 $ 14.28 1,025 $ 15.52 Options granted 0 0.00 Options exercised (289 ) 11.88 Options forfeited (606 ) 15.03 Balance as of December 31, 2014 3,427 14.35 1,393 14.97 Options granted 0 0.00 Options exercised (317 ) 11.44 Options forfeited (767 ) 15.89 Balance as of December 31, 2015 2,343 14.24 1,282 14.52 Options granted 0 0.00 Options exercised (6 ) 14.01 Options forfeited (434 ) 15.51 Balance as of December 31, 2016 1,903 $ 13.95 1,431 $ 13.98 |
Stock Option Activity | The following activity occurred under the Plan: Year Ended December 31, (In thousands) 2016 2015 2014 Total intrinsic value of stock options exercised $ 1 $ 972 $ 1,535 Total fair value of share awards vested $ 26,892 $ 21,673 $ 31,672 |
Stock Option Awards | The following table summarizes information about stock options outstanding under the Plan as of December 31, 2016: Number of Number of Options Weighted-Average Options Weighted-Average Range of Exercise Prices Outstanding Exercise Price Exercisable Exercise Price $12.50 to $14.78 1,727,810 $ 13.77 1,289,044 $ 13.76 $14.94 to $16.80 158,517 $ 15.51 126,304 $ 15.58 $18.45 to $18.74 15,940 $ 18.70 15,940 $ 18.70 1,902,267 1,431,288 |
Netsmart [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation Expense | The stock-based compensation expense was included in the following categories in our consolidated statement of operations for the year ended December 31, 2016: (In thousands) Cost of revenue: System sales $ 103 Professional services 130 Total cost of revenue 233 Selling, general and administrative expenses 5,427 Research and development 146 Total stock-based compensation expense $ 5,806 |
Netsmart [Member] | Class B Non Voting Common Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options Outstanding | Option Units outstanding at December 31, 2016 are as follows: (Option Units in thousands, except per unit amounts) Outstanding Exercisable Exercise price Option Units Weighted Average Fair Value Weighted Average Remaining Life Option Units Average Fair Value Weighted Average Remaining Life $ 1.00 87,573 $ 0.54 9.31 0 $ 0.00 0 |
Schedule of Fair Value of Option Units Weighted Average Assumptions | The fair value of Option Units outstanding as of December 31, 2016 was estimated using the Black‑Scholes‑Merton option pricing model using the following weighted-average assumptions: Average expected term in years 6.31 Risk free rate (weighted average) 2.3 % Expected dividends 0.0 % Average volatility 53.7 % |
Netsmart [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options Outstanding | A summary of the activity under the Netsmart Plan during the 2016 Period is as follows: (Option Units in thousands, except per unit amounts) Option Units Weighted Average Exercise Price Granted 89,889 $ 1.00 Called 0 0.00 Exercised 0 0.00 Forfeited (2,316 ) 1.00 Outstanding – December 31, 2016 87,573 1.00 Exercisable – December 31, 2016 0 $ 0.00 |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | Changes in the balances of each component included in accumulated other comprehensive loss (“AOCI”) are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Available for Sale Securities Unrealized Net Gains (Losses) on Interest Rate Swap Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2013 (1) $ (1,590 ) $ 124 $ (279 ) $ 0 $ (1,745 ) Other comprehensive income (loss) before reclassifications (529 ) 16 (23 ) 0 (536 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 302 0 302 Net other comprehensive (loss) income (529 ) 16 279 0 (234 ) Balance as of December 31, 2014 (2) (2,119 ) 140 0 0 (1,979 ) Other comprehensive income (loss) before reclassifications (2,381 ) 0 0 191 (2,190 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 (140 ) 0 67 (73 ) Net other comprehensive (loss) income (2,381 ) (140 ) 0 258 (2,263 ) Balance as of December 31, 2015 (3) (4,500 ) 0 0 258 (4,242 ) Other comprehensive (loss) income before reclassifications (1,528 ) (56,420 ) 0 683 (57,265 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 0 (322 ) (322 ) Net other comprehensive (loss) income (1,528 ) (56,420 ) 0 361 (57,587 ) Balance as of December 31, 2016 (4) $ (6,028 ) $ (56,420 ) $ 0 $ 619 $ (61,829 ) (1) (2) (3) (4) |
Income Tax Effects Related to Components of Other Comprehensive Loss | The following tables reflect the tax effects allocated to each component of other comprehensive loss (“OCI”) Year Ended December 31, 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (1,528 ) $ 0 $ (1,528 ) Available for sale securities: Net gain arising during the period (56,359 ) (61 ) (56,420 ) Net gain reclassified into income 0 0 0 Net change in unrealized gains on available for sale securities (56,359 ) (61 ) (56,420 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 1,128 (445 ) 683 Net (gains) losses reclassified into income (531 ) 209 (322 ) Net change in unrealized gains (losses) on foreign exchange contracts 597 (236 ) 361 Net gain (loss) on cash flow hedges 597 (236 ) 361 Other comprehensive loss $ (57,290 ) $ (297 ) $ (57,587 ) Year Ended December 31, 2015 (In thousands) Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (2,381 ) $ 0 $ (2,381 ) Available for sale securities: Net gain arising during the period 0 0 0 Net gain reclassified into income (228 ) 88 (140 ) Net change in unrealized gains on available for sale securities (228 ) 88 (140 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 314 (123 ) 191 Net (gains) losses reclassified into income 110 (43 ) 67 Net change in unrealized gains (losses) on foreign exchange contracts 424 (166 ) 258 Net gain (loss) on cash flow hedges 424 (166 ) 258 Other comprehensive loss $ (2,185 ) $ (78 ) $ (2,263 ) Year Ended December 31, 2014 (In thousands) Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (529 ) $ 0 $ (529 ) Available for sale securities: Net gain arising during the period 25 (9 ) 16 Net gain reclassified into income 0 0 0 Net change in unrealized gains on available for sale securities 25 (9 ) 16 Derivatives qualifying as cash flow hedges: Interest rate swap: Net loss arising during the period (38 ) 15 (23 ) Net loss reclassified into income 496 (194 ) 302 Net change in unrealized losses on interest rate swap 458 (179 ) 279 Net gain (loss) on cash flow hedges 458 (179 ) 279 Other comprehensive loss $ (46 ) $ (188 ) $ (234 ) |
Derivative Financial Instrume36
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 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 $ 1,021 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 17,080 N/A 1.25% Embedded cash conversion option N/A Other liabilities 17,659 Total derivatives $ 18,101 $ 17,659 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) Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Year Ended December 31, Year Ended December 31, (In thousands) 2016 2015 2014 2016 2015 2014 Foreign exchange contracts $ 1,128 $ 314 $ 0 Cost of Revenue $ 165 $ (34 ) $ 0 Selling, general and administrative expenses 133 (28 ) 0 Research and development 233 (48 ) 0 Interest rate swap $ 0 $ 0 $ (38 ) Interest expense $ 0 $ 0 $ (496 ) |
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 1.25% Notes embedded cash conversion option in the consolidated statements of operations: Year Ended December 31, (In thousands) 2016 2015 2014 1.25% Call Option $ (63,128 ) $ 23,117 $ (47,565 ) 1.25% Embedded cash conversion option 63,551 (23,371 ) 47,798 Net gain (loss) included in other income, net $ 423 $ (254 ) $ 233 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Rent Expense | Total rent expense recognized, which consists of the base rental amount and other lessor charges when mandated in a lease agreement, was as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Rent expense $ 24,745 $ 18,164 $ 16,259 |
Future Commitments under Capital and Operating Leases | Our future commitments under capital and operating leases are shown below. The capital lease amounts related to prepaid maintenance, as well as the related prepaid maintenance costs, are not included in our financials as they are considered executory costs. Future operating lease commitments are calculated using the base rental amount and foreign currency exchange rates in effect as of December 31, 2016. Capital Operating (In thousands) Leases Leases 2017 $ 11,608 $ 23,085 2018 8,506 20,851 2019 3,820 18,218 2020 40 15,244 2021 3 13,079 Thereafter 0 42,262 23,977 $ 132,739 Less amount representing interest (1,666 ) Less amount related to executory costs (3,308 ) 19,003 Current maturities of capital lease obligations 9,126 Capital lease obligations, net of current maturities $ 9,877 |
Summary of Expense Incurred under Atos Agreement | Expenses incurred under this agreement are included in cost of revenue in our consolidated statements of operations and were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Expenses incurred under Atos agreement $ 62,266 $ 67,058 $ 68,165 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Year Ended December 31, (In thousands) 2016 2015 2014 Revenue: Clinical and Financial Solutions $ 1,125,073 $ 1,105,504 $ 1,112,432 Population Health 235,206 219,861 208,535 Netsmart 173,361 0 0 Unallocated Amounts 16,259 61,028 56,906 Total revenue $ 1,549,899 $ 1,386,393 $ 1,377,873 Gross Profit: Clinical and Financial Solutions $ 471,345 $ 452,058 $ 427,069 Population Health 171,969 147,095 146,970 Netsmart 70,286 0 0 Unallocated Amounts (42,561 ) (18,588 ) (28,055 ) Total gross profit $ 671,039 $ 580,565 $ 545,984 Income (loss) from operations: Clinical and Financial Solutions $ 251,417 $ 234,146 $ 196,263 Population Health 112,974 91,887 84,824 Netsmart (7,416 ) 0 0 Unallocated Amounts (297,204 ) (294,150 ) (320,275 ) Total income (loss) from operations $ 59,771 $ 31,883 $ (39,188 ) |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Disclosures | Year Ended December 31, (In thousands) 2016 2015 2014 Cash paid during the period for: Interest $ 41,954 $ 15,750 $ 15,585 Income taxes paid, net of tax refunds $ 2,951 $ 5,037 $ 7,104 Non-cash transactions: Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock in Netsmart by Netsmart, Inc. management $ 25,543 $ 0 $ 0 Accretion of redemption preference on redeemable convertible non-controlling interest in Netsmart $ 28,536 $ 0 $ 0 Obligations incurred to purchase capitalized software or enter into capital leases $ 28,970 $ 393 $ 4,800 |
Accrued Expenses | Accrued expenses consist of the following: December 31, December 31, (In thousands) 2016 2015 Royalties, certain third party product costs and licenses $ 17,359 $ 16,456 Other 68,776 45,565 Total accrued expenses $ 86,135 $ 62,021 |
Other Assets | Other assets consist of the following: December 31, December 31, (In thousands) 2016 2015 Investment in Nant Health, LLC $ 0 $ 203,117 Fair value of 1.25% Call Option 17,080 80,208 Long-term prepaid commissions 40,668 43,756 Investments in non-marketable securities 29,603 20,312 Long-term deposits and other assets 10,440 12,272 Total other assets $ 97,791 $ 359,665 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Area | Revenues are attributed to geographic regions based on the location where the sale originated. Our revenues by geographic area are summarized below: Year Ended December 31, (In thousands) 2016 2015 2014 United States $ 1,500,629 $ 1,338,095 $ 1,327,840 Canada 18,694 18,024 20,727 Other international 30,576 30,274 29,306 Total $ 1,549,899 $ 1,386,393 $ 1,377,873 |
Long-Lived Assets by Geographic Area | A summary of our long-lived assets, comprised of fixed assets by geographic area, is presented below: December 31, December 31, (In thousands) 2016 2015 United States $ 140,552 $ 116,731 India 5,735 5,739 Israel 1,568 1,786 Canada 353 545 Other international 602 816 Total $ 148,810 $ 125,617 |
Quarterly Financial Informati41
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following tables contain a summary of our unaudited quarterly consolidated results of operations for our last eight fiscal quarters. Quarter Ended December 31, September 30, June 30, March 31, (In thousands, except per share amounts) 2016 (1) 2016 (1) 2016 (1) 2016 Revenue $ 425,436 $ 392,384 $ 386,521 $ 345,558 Cost of revenue 239,138 226,225 219,837 193,660 Gross profit 186,298 166,159 166,684 151,898 Selling, general and administrative expenses 115,132 98,778 94,802 84,153 Research and development 47,836 45,142 47,891 47,037 Asset impairment charges 0 0 0 4,650 Amortization of intangible and acquisition-related assets 10,903 5,365 5,417 4,162 Income from operations 12,427 16,874 18,574 11,896 Interest expense (25,384 ) (4) (19,367 ) (16,421 ) (6,969 ) Other income (expense), net 621 (6 ) 106 366 Equity in net loss of unconsolidated investments 0 0 (4,898 ) (2,603 ) (Loss) income before income taxes (12,336 ) (2,499 ) (2,639 ) 2,690 Income tax benefit (provision) 15,218 (3) 2,656 (3) 503 (3) (563 ) (3) Net income (loss) 2,882 157 (2,136 ) 2,127 Less: Net (income) loss attributable to non-controlling interest (4 ) (151 ) 87 (78 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (10,192 ) (10,191 ) (8,153 ) 0 Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (7,314 ) $ (10,185 ) $ (10,202 ) $ 2,049 (Loss) earnings per share - basic and diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (0.04 ) $ (0.06 ) $ (0.05 ) $ 0.01 Quarter Ended December 31, September 30, June 30, March 31, (In thousands, except per share amounts) 2015 (2) 2015 (2) 2015 (2) 2015 Revenue $ 345,647 $ 354,476 $ 351,718 $ 334,552 Cost of revenue 191,844 201,128 208,094 204,762 Gross profit 153,803 153,348 143,624 129,790 Selling, general and administrative expenses 79,354 91,043 86,749 82,029 Research and development 45,995 47,702 44,367 46,727 Asset impairment charges 1,203 22 293 26 Amortization of intangible and acquisition-related assets 4,133 5,712 6,624 6,703 Income (loss) from operations 23,118 8,869 5,591 (5,695 ) Interest expense (7,403 ) (9,254 ) (4) (7,483 ) (7,256 ) Other (expense) income, net (98 ) 423 (28 ) 1,886 Equity in net (loss) earnings of unconsolidated investments (797 ) (1,479 ) 176 0 Income (loss) before income taxes 14,820 (1,441 ) (1,744 ) (11,065 ) Income tax benefit (provision) 1,557 (3,692 ) (3) (1,472 ) 981 Net income (loss) 16,377 (5,133 ) (3,216 ) (10,084 ) Less: Net income attributable to non-controlling interest (50 ) (111 ) (9 ) 0 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 16,327 $ (5,244 ) $ (3,225 ) $ (10,084 ) Income (loss) per share - basic and diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.09 $ (0.03 ) $ (0.01 ) $ (0.06 ) (1) Results of operations for the quarter include the results of operations of Netsmart since April 19, 2016, the results of HealthMEDX since October 27, 2016, and the results of operations of three third-parties in which we acquired a controlling interest during the quarters ended September 30 th st (2) (3) (4) Interest expense includes the write-off of $5.2 million deferred debt issuance costs in connection with Netsmart’s amendment of its First Lien Credit Agreement during the quarter ended December 31, 2016 and the write-off of $1.4 million of deferred debt issuance costs in connection with amending the Senior Secured Credit Facility during the quarter ended September 30, 2015. |
Basis of Presentation and Sig42
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Other-than-temporary impairments | $ 0 | $ 0 | $ 0 |
Capitalized software development costs | $ 126,003,000 | $ 46,464,000 | $ 45,461,000 |
Percentage of revenues | No single client accounted for more than 10% of our revenue in the years ended December 31, 2016, 2015 and 2014. | ||
Customer concentration | No client represented more than 10% of accounts receivable as of December 31, 2016 or 2015. | ||
Class A Preferred Units [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Temporary equity redemption period | 5 years | ||
Third-Party Software Purchases [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Capitalized software development costs | $ 44,000,000 | ||
Accrued Software Development Cost | $ 24,000,000 | ||
1.25% Cash Convertible Senior Notes [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Interest rate | 1.25% | ||
Interest rate increase (decrease) | (6.00%) | ||
Minimum [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Outsourcing services arrangements period | 3 years | ||
Capitalized software estimated economic life | 3 years | ||
Maximum [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Outsourcing services arrangements period | 10 years | ||
Capitalized software estimated economic life | 5 years |
Reimbursements for Out-of-Pocke
Reimbursements for Out-of-Pocket Expenses Incurred as Client Services Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Reimbursements for out-of-pocket expenses incurred | $ 9,528 | $ 12,873 | $ 16,251 |
Revenue Earned on Contracts in
Revenue Earned on Contracts in Excess of Billings Included in Accounts Receivable and Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Unbilled revenue (current) | $ 98,917 | $ 68,444 |
Unbilled revenue (long-term) | 0 | 0 |
Total revenue earned on contracts in excess of billings | $ 98,917 | $ 68,444 |
Summary of Financial Assets and
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | $ 149,100 | $ 0 |
Prepaid expenses and other current assets | 102,551 | 93,622 |
Total | 150,698 | (578) |
Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 1,021 | 424 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (17,659) | (81,210) |
1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 17,080 | 80,208 |
Non-marketable Convertible Note [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 1,156 | 0 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | 149,100 | 0 |
Total | 149,100 | 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] | 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 1 [Member] | Non-marketable Convertible Note [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] | ||
Available for sale marketable securities | 0 | 0 |
Total | 1,021 | 424 |
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 | 1,021 | 424 |
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 2 [Member] | Non-marketable Convertible Note [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] | ||
Available for sale marketable securities | 0 | 0 |
Total | 577 | (1,002) |
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] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (17,659) | (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 | 17,080 | 80,208 |
Level 3 [Member] | Non-marketable Convertible Note [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | $ 1,156 | $ 0 |
Unamortized Balances of Capital
Unamortized Balances of Capitalized Software (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Software development costs | $ 321,265 | $ 200,531 |
Less: accumulated amortization | (157,386) | (114,756) |
Software development costs, net | $ 163,879 | $ 85,775 |
Capitalized Software Developmen
Capitalized Software Development Costs, Write Offs Included in Asset Impairment Changes and Amortization of Capitalized Software Development Costs Included in Cost of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Capitalized software development costs | $ 126,003 | $ 46,464 | $ 45,461 |
Write-offs of capitalized software development costs | 4,625 | 0 | 1,444 |
Amortization of capitalized software development costs | $ 43,274 | $ 46,842 | $ 46,108 |
Balance of Redeemable Convertib
Balance of Redeemable Convertible Non-Controlling Interest (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Accounting Policies [Abstract] | |
Balance as of December 31, 2015 | $ 0 |
Issuance of redeemable convertible non-controlling interest | 359,149 |
Accretion of redemption preference on redeemable convertible non-controlling interest | 28,536 |
Balance as of December 31, 2016 | $ 387,685 |
Calculations of Earnings (Loss)
Calculations of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic Loss per Common Share: | |||||||||||
Net income (loss) | $ 2,882 | $ 157 | $ (2,136) | $ 2,127 | $ 16,377 | $ (5,133) | $ (3,216) | $ (10,084) | $ 3,030 | $ (2,056) | $ (66,453) |
Less: Net income attributable to non-controlling interests | (4) | (151) | 87 | (78) | (50) | (111) | (9) | 0 | (146) | (170) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | (7,314) | (10,185) | (10,202) | 2,049 | 16,327 | (5,244) | (3,225) | (10,084) | $ (25,652) | $ (2,226) | $ (66,453) |
Weighted-average common shares outstanding | 186,188 | 185,082 | 179,849 | ||||||||
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,192) | (10,191) | (8,153) | 0 | $ (28,536) | $ 0 | $ 0 | ||||
Basic Loss per Common Share | $ (0.14) | $ (0.01) | $ (0.37) | ||||||||
Diluted Loss per Common Share: | |||||||||||
Net income (loss) | 2,882 | 157 | (2,136) | 2,127 | 16,377 | (5,133) | (3,216) | (10,084) | $ 3,030 | $ (2,056) | $ (66,453) |
Less: Net income attributable to non-controlling interests | (4) | (151) | 87 | (78) | (50) | (111) | (9) | 0 | (146) | (170) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (7,314) | $ (10,185) | $ (10,202) | $ 2,049 | $ 16,327 | $ (5,244) | $ (3,225) | $ (10,084) | $ (25,652) | $ (2,226) | $ (66,453) |
Weighted-average common shares outstanding | 186,188 | 185,082 | 179,849 | ||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 0 | ||||||||
Weighted-average common shares outstanding assuming dilution | 186,188 | 185,082 | 179,849 | ||||||||
Diluted Loss per Common Share | $ (0.14) | $ (0.01) | $ (0.37) |
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 25,277 | 25,063 | 24,254 |
Company Contributions to Employ
Company Contributions to Employee Benefit Plan (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Company contributions to employee benefit plans | $ 18,329 | $ 16,397 | $ 16,427 |
Business Combinations and Oth52
Business Combinations and Other Investments - Formation of Joint Business Entity and Acquisition of Netsmart, Inc. - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 19, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 02, 2016 | Oct. 14, 2016 |
Business Acquisition [Line Items] | |||||
Contribution and investment agreement date | Mar. 20, 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% | ||||
Equity ownership percentage | 49.10% | 100.00% | 100.00% | ||
Selling, General and Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition-related costs | $ 4,100 | ||||
GI Partners [Member] | |||||
Business Acquisition [Line Items] | |||||
Minority interest percentage | 47.20% | ||||
Netsmart Management [Member] | |||||
Business Acquisition [Line Items] | |||||
Minority interest percentage | 3.70% | ||||
Netsmart [Member] | |||||
Business Acquisition [Line Items] | |||||
Netsmart transaction completion date | Apr. 19, 2016 | ||||
Business combination, purchase price | $ 950,000 | ||||
Equity ownership percentage | 49.10% | ||||
Business combination, aggregate consideration | $ 937,066 | ||||
Extinguishment of debt | 325,000 | ||||
Accrued interest and fees | 2,000 | ||||
Decrease in accounts receivable, net acquired | $ 3,600 | ||||
Increase in prepaid expenses and other assets, acquired | 300 | ||||
Decrease in other assets, acquired | 300 | ||||
Increase in deferred taxes, net acquired | 700 | ||||
Decrease in other liabilities | 600 | ||||
Increase in the residual allocation to goodwill | $ 3,700 | ||||
Netsmart [Member] | Nathan [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, aggregate consideration | 937,000 | ||||
Netsmart [Member] | Homecare Business [Member] | |||||
Business Acquisition [Line Items] | |||||
Escrow deposit related to the integration of homecare business | $ 15,000 | ||||
Escrow deposit period | 5 years |
Schedule of Consideration Funde
Schedule of Consideration Funded by Sources of Funds (Detail) - USD ($) $ in Thousands | Oct. 27, 2016 | Apr. 19, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Cash contribution for redeemable convertible non-controlling interest | $ 333,605 | $ 0 | $ 0 | ||
Netsmart Inc Management [Member] | |||||
Business Acquisition [Line Items] | |||||
Exchange of Netsmart common stock for redeemable convertible non-controlling interest | $ 25,543 | $ 0 | $ 0 | ||
Netsmart [Member] | |||||
Business Acquisition [Line Items] | |||||
Net borrowings under new term loans | $ 534,135 | ||||
Total consideration | 937,066 | ||||
Netsmart [Member] | GI Partners [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash contribution for redeemable convertible non-controlling interest | 333,606 | ||||
Netsmart [Member] | Netsmart Inc Management [Member] | |||||
Business Acquisition [Line Items] | |||||
Exchange of Netsmart common stock for redeemable convertible non-controlling interest | 25,543 | ||||
Netsmart [Member] | Allscripts [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash contribution from borrowings under revolver in exchange for common stock | $ 43,782 | ||||
HealthMEDX, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Net borrowings under new term loans | $ 36,195 | ||||
Contingent consideration payable to former HealthMEDX owners | 2,888 | ||||
Deferred cash consideration | 100 | ||||
Total consideration | $ 39,183 |
Assets Acquired and Liabilities
Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Oct. 27, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Intangible assets | $ 409,500 | |||
Goodwill | 1,924,052 | $ 1,222,601 | $ 1,200,746 | |
Netsmart [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 5,982 | |||
Accounts receivable, net | 50,472 | |||
Prepaid expenses and other current assets | 9,667 | |||
Fixed assets | 26,829 | |||
Intangible assets | 409,500 | |||
Goodwill | 619,283 | |||
Other assets | 6,540 | |||
Accounts payable | (14,151) | |||
Accrued expenses | (9,595) | |||
Deferred revenue | (18,843) | |||
Capital lease obligations | (17,833) | |||
Deferred taxes, net | (127,729) | |||
Other liabilities | (3,056) | |||
Net assets acquired | 937,066 | |||
HealthMEDX, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 489 | |||
Accounts receivable, net | 3,109 | |||
Prepaid expenses and other current assets | 773 | |||
Fixed assets | 603 | |||
Intangible assets | $ 20,940 | 20,940 | ||
Goodwill | 18,457 | |||
Other assets | 45 | |||
Accounts payable | (703) | |||
Accrued expenses | (1,427) | |||
Deferred revenue | (1,792) | |||
Current maturities of capital lease obligations | (808) | |||
Long-term maturities of debt and capital lease obligations | (503) | |||
Net assets acquired | $ 39,183 |
Acquired Intangible Assets Amor
Acquired Intangible Assets Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Oct. 27, 2016 | |
Business Acquisition [Line Items] | ||
Intangible assets | $ 409,500 | |
HealthMEDX, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 20,940 | $ 20,940 |
Corporate Trademark [member] | ||
Business Acquisition [Line Items] | ||
Indefinite intangible assets, fair value | $ 27,000 | |
Technology [member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 10 years | |
Intangible assets, fair value | $ 144,000 | |
Technology [member] | HealthMEDX, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 10 years | |
Intangible assets, fair value | $ 11,410 | |
Product Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 10 years | |
Intangible assets, fair value | $ 8,500 | |
Product Trademarks [Member] | HealthMEDX, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 10 years | |
Intangible assets, fair value | $ 680 | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, fair value | $ 230,000 | |
Customer Relationships [Member] | HealthMEDX, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 15 years | |
Intangible assets, fair value | $ 8,850 | |
Customer Relationships [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 12 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 20 years |
Business Combinations and Oth56
Business Combinations and Other Investments - Acquisition of HealthMEDX - Additional Information (Detail) - USD ($) | Oct. 27, 2016 | Oct. 14, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Date of acquisition | Oct. 14, 2016 | ||||
goodwill impairment expense | $ 0 | $ 0 | $ 0 | ||
HealthMEDX, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Oct. 27, 2016 | ||||
Business combination, aggregate consideration | $ 39,183,000 | ||||
Business combination, maximum consideration payable based on recurring revenue milestone achievement | $ 3,500,000 | ||||
goodwill impairment expense | $ 23,000,000 |
Pro forma Results (Detail)
Pro forma Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Netsmart [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | [1] | $ 173,361 | $ 0 |
Net loss | [1] | (27,709) | 0 |
HealthMEDX, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | 4,725 | 0 | |
Net loss | 602 | 0 | |
Combined Entity [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | 1,644,004 | 1,579,848 | |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (44,728) | $ (133,467) | |
Loss per share, basic and diluted | $ (0.24) | $ (0.72) | |
[1] | Amounts are not adjusted for the effects of transactions between Allscripts and Netsmart and include HealthMEDX actual results since October 27, 2016. |
Business Combinations and Oth58
Business Combinations and Other Investments - Acquisition of Oasis Medical Solutions Limited - Additional Information (Detail) - USD ($) | Oct. 14, 2016 | Jul. 08, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Date of acquisition | Oct. 14, 2016 | ||||
Goodwill | $ 1,924,052,000 | $ 1,222,601,000 | $ 1,200,746,000 | ||
Technology [member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 144,000,000 | ||||
Intangible assets, useful life (in years) | 10 years | ||||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 230,000,000 | ||||
Oasis Medical Solutions Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate consideration with a fair value | $ 20,600,000 | ||||
Date of acquisition | Jul. 8, 2014 | ||||
Acquired cash and cash equivalents, and restricted cash | $ 400,000 | ||||
Assets acquired ,accounts receivable and other current assets | 5,400,000 | ||||
Goodwill | 11,200,000 | ||||
Assets acquired, fixed assets | 200,000 | ||||
Liabilities assumed, accounts payable, deferred revenue and accruals | 6,700,000 | ||||
Liabilities assumed, deferred tax liabilities net | 2,300,000 | ||||
Acquisition-related costs | $ 0 | ||||
Oasis Medical Solutions Limited [Member] | Technology [member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 5,600,000 | ||||
Intangible assets, useful life (in years) | 10 years | ||||
Oasis Medical Solutions Limited [Member] | Trade Name [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 300,000 | ||||
Intangible assets, useful life (in years) | 2 years | ||||
Oasis Medical Solutions Limited [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 6,500,000 | ||||
Intangible assets, useful life (in years) | 12 years |
Business Combinations and Oth59
Business Combinations and Other Investments - Other Acquisitions and Investments - Additional Information (Detail) - USD ($) | Dec. 02, 2016 | Oct. 14, 2016 | Sep. 08, 2016 | Jun. 02, 2016 | Jun. 01, 2016 | Jun. 26, 2015 | Apr. 17, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 19, 2016 | ||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Percentage of interests acquired | 100.00% | 100.00% | 49.10% | |||||||||||||||||||||||
Goodwill | $ 1,924,052,000 | $ 1,222,601,000 | $ 1,222,601,000 | $ 1,924,052,000 | $ 1,222,601,000 | $ 1,200,746,000 | ||||||||||||||||||||
Date of acquisition | Oct. 14, 2016 | |||||||||||||||||||||||||
Equity ownership percentage | 100.00% | 100.00% | 49.10% | |||||||||||||||||||||||
Carrying values of equity method investment | [1] | 2,436,000 | 205,553,000 | $ 205,553,000 | 2,436,000 | 205,553,000 | ||||||||||||||||||||
Equity in net loss of unconsolidated investments | $ 0 | $ 0 | $ 4,898,000 | $ 2,603,000 | $ 797,000 | $ 1,479,000 | $ (176,000) | $ 0 | $ 7,501,000 | $ 2,100,000 | 398,000 | |||||||||||||||
Common stock, shares issued | 267,997,000 | 266,545,000 | 266,545,000 | 267,997,000 | 266,545,000 | |||||||||||||||||||||
Closing price of fair value investment | $ 149,100,000 | $ 0 | $ 0 | $ 149,100,000 | $ 0 | |||||||||||||||||||||
Cumulative unrealized loss of fair value investment | (57,587,000) | (2,263,000) | (234,000) | |||||||||||||||||||||||
Total consideration for non-marketable convertible note of a third party | 1,000,000 | |||||||||||||||||||||||||
Total consideration for non marketable equity securities | 21,185,000 | 215,786,000 | 21,544,000 | |||||||||||||||||||||||
Carrying values of cost method investments | 26,041,000 | 17,876,000 | 17,876,000 | 26,041,000 | 17,876,000 | |||||||||||||||||||||
Asset impairment charges | 0 | $ 0 | 0 | $ 4,650,000 | 1,203,000 | 22,000 | $ 293,000 | $ 26,000 | 4,650,000 | 1,544,000 | $ 2,390,000 | |||||||||||||||
Cost Method Equity Investments | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Total consideration for non marketable equity securities | 10,200,000 | |||||||||||||||||||||||||
Asset impairment charges | 2,100,000 | |||||||||||||||||||||||||
Other Assets [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Convertible note fair value | 1,200,000 | 1,200,000 | ||||||||||||||||||||||||
Other Assets [Member] | Cost Method Equity Investments | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Carrying values of cost method investments | 10,200,000 | 10,200,000 | ||||||||||||||||||||||||
NantHealth, Inc [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Carrying values of equity method investment | $ 205,600,000 | |||||||||||||||||||||||||
Equity in net loss of unconsolidated investments | $ 7,501,000 | |||||||||||||||||||||||||
Common Stock shares voting percent | 12.40% | 12.40% | ||||||||||||||||||||||||
Aggregate voting interest on common stock | 15,000,000 | |||||||||||||||||||||||||
NantHealth, Inc [Member] | IPO [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Common stock, shares issued | 6,500,000 | 14,285,714 | ||||||||||||||||||||||||
Common Stock shares voting percent | 11.80% | 12.60% | ||||||||||||||||||||||||
Additional shares purchased | 714,286 | |||||||||||||||||||||||||
Additional shares purchased per share | $ 14 | |||||||||||||||||||||||||
Additional shares purchased investment amount | $ 10,000,000 | |||||||||||||||||||||||||
NantHealth Common Stock [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Closing price of fair value investment | 149,100,000 | $ 149,100,000 | ||||||||||||||||||||||||
Cumulative unrealized loss of fair value investment | (56,500,000) | |||||||||||||||||||||||||
Nant Health, LLC [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Number of shares purchased | 59,099,908 | |||||||||||||||||||||||||
Payment for investment | $ 200,000,000 | |||||||||||||||||||||||||
Transaction-related expenses | 5,400,000 | |||||||||||||||||||||||||
Carrying values of equity method investment | $ 205,400,000 | 0 | [1],[2] | $ 203,117,000 | [1],[2] | 203,117,000 | [1],[2] | 0 | [1],[2] | $ 203,117,000 | [1],[2] | |||||||||||||||
Equity ownership percentage | 10.00% | |||||||||||||||||||||||||
Underlying equity of net assets | $ 180,000,000 | |||||||||||||||||||||||||
Equity in net loss of unconsolidated investments | $ 2,300,000 | |||||||||||||||||||||||||
Customer Relationships [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Intangible assets | 230,000,000 | 230,000,000 | ||||||||||||||||||||||||
Technology [member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Intangible assets | 144,000,000 | $ 144,000,000 | ||||||||||||||||||||||||
Intangible assets, useful life (in years) | 10 years | |||||||||||||||||||||||||
Third Party | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Percentage of interests acquired | 51.00% | |||||||||||||||||||||||||
Majority interest acquired in a third party | $ 5,100,000 | $ 24,000,000 | $ 29,700,000 | $ 11,100,000 | ||||||||||||||||||||||
Goodwill | 2,900,000 | 16,200,000 | 46,200,000 | 22,300,000 | ||||||||||||||||||||||
Intangible assets | 4,300,000 | |||||||||||||||||||||||||
Liabilities assumed, deferred tax liabilities net | 1,200,000 | 3,700,000 | $ 8,500,000 | |||||||||||||||||||||||
Estimated fair value of the aggregate consideration of net working capital and deferred revenue | 600,000 | 200,000 | ||||||||||||||||||||||||
Business combination, maximum consideration payable based on recurring revenue milestone achievement | 2,500,000 | |||||||||||||||||||||||||
Contingent consideration, fair value | 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||||
Equity ownership percentage | 51.00% | |||||||||||||||||||||||||
Accounts receivable, net | $ 5,900,000 | |||||||||||||||||||||||||
Assets Acquired, deferred tax assets | 600,000 | |||||||||||||||||||||||||
Assets acquired, fixed assets | 1,500,000 | |||||||||||||||||||||||||
Liabilities assumed, accounts payable, deferred revenue and accruals | 6,000,000 | |||||||||||||||||||||||||
Other long-term liabilities | 800,000 | |||||||||||||||||||||||||
Estimated fair value of non controlling interest | $ 29,400,000 | 11,000,000 | ||||||||||||||||||||||||
Decrease in deferred tax liability | (200,000) | |||||||||||||||||||||||||
Increase in residual allocation to goodwill | 1,000,000 | |||||||||||||||||||||||||
Call option to purchase equity ownership percentage | 49.00% | |||||||||||||||||||||||||
Noncontrolling interest, ownership percentage by parent | 51.00% | |||||||||||||||||||||||||
Description of call feature | the minority owners of the third party were granted a call option to repurchase the 51% equity share owned by Allscripts at the same pre-defined future enterprise value applicable to Allscripts call option for a period of 9 months after the third anniversary of the transaction date. Such call option can only be exercised in the event that Allscripts chooses not to exercise its call option after the third anniversary of the transaction date. | |||||||||||||||||||||||||
Provided loan to third party to refinance outstanding indebtedness | $ 9,300,000 | |||||||||||||||||||||||||
Third Party | Customer Relationships [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Intangible assets | $ 3,400,000 | 200,000 | $ 8,300,000 | |||||||||||||||||||||||
Intangible assets, useful life (in years) | 8 years | 13 years | 8 years | |||||||||||||||||||||||
Decrease in the value of customer relationship intangibles | $ (1,200,000) | |||||||||||||||||||||||||
Third Party | Technology [member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Intangible assets | $ 600,000 | $ 11,500,000 | $ 10,300,000 | |||||||||||||||||||||||
Intangible assets, useful life (in years) | 8 years | 10 years | 8 years | |||||||||||||||||||||||
Third Party | Trade Name [Member] | ||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||
Intangible assets | $ 1,600,000 | |||||||||||||||||||||||||
Intangible assets, useful life (in years) | 10 years | |||||||||||||||||||||||||
[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. |
Summary of Other Equity Investm
Summary of Other Equity Investments Included in Other Assets (Detail) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016USD ($)Investment | Dec. 31, 2015USD ($) | Jun. 26, 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 | $ 0 | [1],[2] | 203,117 | [1],[2] | $ 205,400 | |
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. |
Fixed Assets (Detail)
Fixed Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 419,986 | $ 358,219 |
Less: Accumulated depreciation and amortization | (271,176) | (232,602) |
Fixed assets, net | 148,810 | 125,617 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 336,784 | 304,032 |
Computer Equipment and Software [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Computer Equipment and Software [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Facility Furniture, Fixtures and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 23,398 | 20,302 |
Facility Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Facility Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 7 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 36,600 | 30,619 |
Estimated useful life, description | 7 to 8 years, or life of lease if shorter | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 7 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 8 years | |
Assets Under Capital Lease [Member] | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 23,204 | 3,266 |
Less: Accumulated depreciation and amortization | $ (5,600) | $ (3,000) |
Assets Under Capital Lease [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Assets Under Capital Lease [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ 271,176 | $ 232,602 |
Assets Under Capital Lease [Member] | ||
Property Plant And Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ 5,600 | $ 3,000 |
Depreciation and Amortization E
Depreciation and Amortization Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Fixed assets depreciation and amortization expense, including capital leases | $ 40,315 | $ 42,153 | $ 48,465 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,440,840 | $ 1,003,247 | |
Accumulated Amortization | (778,437) | (707,601) | |
Intangible Assets, Net | 662,403 | 295,646 | |
Registered trademarks | 79,000 | 52,000 | |
Goodwill | 1,924,052 | 1,222,601 | $ 1,200,746 |
Total | 2,003,052 | 1,274,601 | |
Proprietary Technology [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 627,819 | 450,852 | |
Accumulated Amortization | (347,477) | (302,284) | |
Intangible Assets, Net | 280,342 | 148,568 | |
Customer Contracts and Relationships [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 813,021 | 552,395 | |
Accumulated Amortization | (430,960) | (405,317) | |
Intangible Assets, Net | $ 382,061 | $ 147,078 |
Goodwill and Intangible Asset65
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Accumulated impairment losses associated with goodwill | $ 0 | $ 0 | |
Goodwill, impairments recorded | $ 0 | $ 0 | $ 0 |
Minimum [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Cash flow discount rate | 10.00% | ||
Maximum [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Cash flow discount rate | 11.00% |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Goodwill | $ 1,222,601 | $ 1,200,746 |
Additions arising from business acquisitions | 703,074 | 22,319 |
Reallocation | 0 | |
Foreign exchange translation | (1,623) | (464) |
Goodwill, net | 1,924,052 | 1,222,601 |
Netsmart Acquisition [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 619,283 | |
HealthMEDX, LLC [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 18,457 | |
Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 65,334 | |
Clinical and Financial Solutions [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 796,367 | 774,512 |
Additions arising from business acquisitions | 49,093 | 22,319 |
Reallocation | 0 | |
Foreign exchange translation | (1,623) | (464) |
Goodwill, net | 843,837 | 796,367 |
Clinical and Financial Solutions [Member] | Netsmart Acquisition [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 0 | |
Clinical and Financial Solutions [Member] | HealthMEDX, LLC [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 0 | |
Clinical and Financial Solutions [Member] | Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 49,093 | |
Population Health [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 426,234 | 426,234 |
Additions arising from business acquisitions | 16,241 | 0 |
Reallocation | (37,600) | |
Foreign exchange translation | 0 | 0 |
Goodwill, net | 404,875 | 426,234 |
Population Health [Member] | Netsmart Acquisition [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 0 | |
Population Health [Member] | HealthMEDX, LLC [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 0 | |
Population Health [Member] | Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 16,241 | |
Netsmart [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 0 | 0 |
Additions arising from business acquisitions | 637,740 | 0 |
Reallocation | 37,600 | |
Foreign exchange translation | 0 | 0 |
Goodwill, net | 675,340 | $ 0 |
Netsmart [Member] | Netsmart Acquisition [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 619,283 | |
Netsmart [Member] | HealthMEDX, LLC [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | 18,457 | |
Netsmart [Member] | Other Acquisitions [Member] | ||
Goodwill [Line Items] | ||
Additions arising from business acquisitions | $ 0 |
Amortization Expense Related to
Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets [Line Items] | |||||||||||
Proprietary technology amortization included in cost of revenue | $ 88,631 | $ 81,986 | $ 81,215 | ||||||||
Intangible amortization included in operating expenses | $ 10,903 | $ 5,365 | $ 5,417 | $ 4,162 | $ 4,133 | $ 5,712 | $ 6,624 | $ 6,703 | 25,847 | 23,172 | 31,280 |
Total intangible amortization expense | $ 71,204 | $ 58,316 | 71,204 | 58,316 | 67,204 | ||||||
Proprietary Technology [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Proprietary technology amortization included in cost of revenue | $ 45,357 | $ 35,144 | $ 35,924 |
Estimated Future Amortization E
Estimated Future Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 83,501 | |
2,018 | 80,953 | |
2,019 | 80,531 | |
2,020 | 78,766 | |
2,021 | 72,227 | |
Thereafter | 266,425 | |
Intangible Assets, Net | $ 662,403 | $ 295,646 |
Asset Impairment Charges - Addi
Asset Impairment Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Asset Impairment Charges [Line Items] | |||||||||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 4,650 | $ 1,203 | $ 22 | $ 293 | $ 26 | $ 4,650 | $ 1,544 | $ 2,390 |
Other charges | 400 | ||||||||||
Wrote-off certain deferred costs | 300 | 800 | |||||||||
Commercial Agreement[Member] | |||||||||||
Asset Impairment Charges [Line Items] | |||||||||||
Asset impairment charges | $ 1,200 | ||||||||||
Capitalized Software Development Projects [Member] | |||||||||||
Asset Impairment Charges [Line Items] | |||||||||||
Asset impairment charges | 2,200 | $ 1,600 | |||||||||
Cost Method Equity Investments | |||||||||||
Asset Impairment Charges [Line Items] | |||||||||||
Asset impairment charges | $ 2,100 |
Asset Impairment Charges (Detai
Asset Impairment Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Asset Impairment Charges [Abstract] | |||||||||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 4,650 | $ 1,203 | $ 22 | $ 293 | $ 26 | $ 4,650 | $ 1,544 | $ 2,390 |
Debt Outstanding Excluding Capi
Debt Outstanding Excluding Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 18, 2013 | |
Debt Instrument [Line Items] | ||||
Principal Balance | $ 1,386,813 | $ 692,058 | ||
Unamortized Discount and Debt Issuance Costs | 74,433 | 67,475 | ||
Net Carrying Amount | 1,312,380 | 624,583 | ||
Principal Balance, Current | 15,638 | 12,657 | ||
Unamortized Discount and Debt Issuance Costs, Current | 480 | 479 | ||
Net Carrying Amount, Current | 15,158 | 12,178 | ||
Principal Balance, Noncurrent | 1,366,824 | 679,401 | ||
Unamortized Discount and Debt Issuance Costs, Noncurrent | 72,053 | 66,996 | ||
Net Carrying Amount, Noncurrent | 1,294,771 | 612,405 | ||
Netsmart [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Balance | 4,351 | 0 | ||
Unamortized Discount and Debt Issuance Costs, Current | 1,900 | 0 | ||
Net Carrying Amount, Current | 2,451 | 0 | ||
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Balance | 345,000 | [1] | 345,000 | $ 345,000 |
Unamortized Discount and Debt Issuance Costs | 49,186 | 61,771 | ||
Net Carrying Amount | 295,814 | 283,229 | ||
Senior Secured Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Balance | 441,875 | 346,875 | ||
Unamortized Discount and Debt Issuance Costs | 4,691 | 5,704 | ||
Net Carrying Amount | 437,184 | 341,171 | ||
Netsmart Non-Recourse Debt First Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Balance | 432,925 | 0 | ||
Unamortized Discount and Debt Issuance Costs | 11,655 | 0 | ||
Net Carrying Amount | 421,270 | 0 | ||
Netsmart Non-Recourse Debt Second Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Balance | 167,000 | 0 | ||
Unamortized Discount and Debt Issuance Costs | 8,901 | 0 | ||
Net Carrying Amount | 158,099 | 0 | ||
Other Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Balance | 13 | 183 | ||
Unamortized Discount and Debt Issuance Costs | 0 | 0 | ||
Net Carrying Amount | $ 13 | $ 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 | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||||||||||
Write-off of unamortized deferred debt issuance costs | $ 5,224 | $ 1,433 | $ 0 | |||||||||
Interest expense | $ 25,384 | $ 19,367 | $ 16,421 | $ 6,969 | $ 7,403 | $ 9,254 | $ 7,483 | $ 7,256 | 68,141 | 31,396 | 29,297 | |
Total interest expense | 68,141 | 31,396 | 29,297 | |||||||||
Convertible Senior Notes and Senior Secured Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | 15,556 | 16,284 | 16,020 | |||||||||
Amortization of discounts and debt issuance costs | 13,922 | 13,679 | 13,277 | |||||||||
Write-off of unamortized deferred debt issuance costs | 0 | 1,433 | 0 | |||||||||
Netsmart [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of discounts and debt issuance costs | 2,619 | 0 | 0 | |||||||||
Write-off of unamortized deferred debt issuance costs | 5,224 | 0 | 0 | |||||||||
Interest expense | [1] | $ 30,820 | $ 0 | $ 0 | ||||||||
[1] | Includes interest expense related to capital leases. |
Interest Expense Related to Cas
Interest Expense Related to Cash Convertible Senior Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||||||||
Total interest expense related to the 1.25% Notes | $ 25,384 | $ 19,367 | $ 16,421 | $ 6,969 | $ 7,403 | $ 9,254 | $ 7,483 | $ 7,256 | $ 68,141 | $ 31,396 | $ 29,297 |
1.25% Cash Convertible Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Coupon interest at 1.25% | 4,312 | 4,312 | 4,312 | ||||||||
Amortization of discounts and debt issuance costs | 12,585 | 11,994 | 11,433 | ||||||||
Total interest expense related to the 1.25% Notes | $ 16,897 | $ 16,306 | $ 15,745 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Nov. 10, 2016 | Oct. 27, 2016 | Apr. 19, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2019 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 18, 2013 | ||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 1,386,813,000 | $ 692,058,000 | |||||||||||
Debt instrument capitalized amount | 3,300,000 | ||||||||||||
Payments for 1.25% Call Option | $ 82,800,000 | ||||||||||||
Proceeds from issuance of warrants, net of issuance costs | 51,200,000 | ||||||||||||
Net cash payment for 1.25% Notes call spread overlay | 31,600,000 | ||||||||||||
Maximum percentage of foreign subsidiary capital stock guaranteeing credit facility | 65.00% | ||||||||||||
Deferred debt issuance cost written off with existing Credit Facility | $ 5,224,000 | 1,433,000 | $ 0 | ||||||||||
HealthMEDX, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from debt | $ 36,195,000 | ||||||||||||
Consideration paid for acquisitions | 2,888,000 | ||||||||||||
Letter of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Portion of facility available for issuance of letters of credit | $ 50,000,000 | ||||||||||||
Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Portion of facility available for issuance of swingline loans | 10,000,000 | ||||||||||||
Netsmart Revolving Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 5.75% | ||||||||||||
Netsmart Revolving Facility [Member] | LIBOR Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 4.75% | ||||||||||||
1.25% Cash Convertible Senior Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 345,000,000 | [1] | 345,000,000 | $ 345,000,000 | |||||||||
Proceeds from debt | $ 305,100,000 | ||||||||||||
Interest payment, terms | Interest on the 1.25% Notes is payable semiannually in arrears on January 1 and July 1 of each year | ||||||||||||
Debt, Maturity date | Jul. 1, 2020 | ||||||||||||
Debt instrument convertible, principal amount | $ 1,000 | ||||||||||||
Convertible number of equity instrument | 58.1869 | ||||||||||||
Conversion price per common stock | $ 17.19 | ||||||||||||
Repurchase percentage on principal | 100.00% | ||||||||||||
Fair value liability of embedded cash conversion option | $ 82,800,000 | ||||||||||||
Convertible debt instrument remaining discount amortization period | 3 years 6 months | ||||||||||||
Debt instrument, interest rate, effective percentage | 5.40% | ||||||||||||
Interest rate | 1.25% | ||||||||||||
Debt Instrument, fees and aggregate cost | $ 8,400,000 | ||||||||||||
Debt instrument capitalized amount | 8,300,000 | ||||||||||||
Deferred charges capitalized amount outstanding | 4,100,000 | ||||||||||||
Accrued and unpaid interest | $ 2,200,000 | ||||||||||||
Payments for 1.25% Call Option | $ 82,800,000 | ||||||||||||
1.25% Cash Convertible Senior Notes [Member] | Condition One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Threshold trading days | 20 days | ||||||||||||
Threshold consecutive trading days | 30 days | ||||||||||||
Debt instrument conversion price percentage | 130.00% | ||||||||||||
1.25% Cash Convertible Senior Notes [Member] | Condition Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Threshold trading days | 5 days | ||||||||||||
Threshold consecutive trading days | 5 days | ||||||||||||
Debt instrument conversion price percentage | 98.00% | ||||||||||||
Debt instrument convertible, principal amount | $ 1,000 | ||||||||||||
Senior Secured Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | [2] | $ 234,375,000 | |||||||||||
Credit facility, maximum borrowing capacity | 250,000,000 | ||||||||||||
Term Loan repayment, end date | Sep. 30, 2020 | ||||||||||||
Credit facility, increase in total borrowing limits | 25,000,000 | ||||||||||||
Senior secured credit facilities term, years | 5 years | ||||||||||||
Senior Secured Revolving Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 207,500,000 | ||||||||||||
Credit facility, maximum borrowing capacity | 550,000,000 | ||||||||||||
Credit facility, increase in total borrowing limits | 125,000,000 | ||||||||||||
Credit facility, maximum borrowing capacity, foreign currencies | $ 100,000,000 | ||||||||||||
Senior secured credit facilities term, years | 5 years | ||||||||||||
Applicable margin for borrowings based on federal funds rate | 0.50% | ||||||||||||
Initial margin for borrowings based on non-Eurocurrency rate | 1.25% | ||||||||||||
Initial margin for borrowings based on Eurocurrency rate | 2.25% | ||||||||||||
Basis point reduction in applicable interest rate margin ranges | 0.50% | ||||||||||||
Credit facility borrowing capacity, amount available | $ 341,700,000 | ||||||||||||
Senior Secured Revolving Facility [Member] | Eurocurrency Rate for U.S. Dollars [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 1.00% | ||||||||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 0.00% | ||||||||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 1.25% | ||||||||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Eurocurrency Rate [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 1.00% | ||||||||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Eurocurrency Rate [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 2.25% | ||||||||||||
Senior Secured Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 441,875,000 | 346,875,000 | |||||||||||
Aggregate amount of additional credit facilities authorized | 300,000,000 | ||||||||||||
Letters of credit outstanding | $ 800,000 | ||||||||||||
Senior Secured Credit Facility [Member] | United States dollars [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 2.77% | ||||||||||||
Senior Secured Credit Facility [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest coverage ratio | 400.00% | ||||||||||||
Senior Secured Credit Facility [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 400.00% | ||||||||||||
Secured leverage ratio | 300.00% | ||||||||||||
Senior Secured Credit Facility [Member] | LIBOR Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 2.00% | ||||||||||||
Senior Secured Credit Facility [Member] | 2015 Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, fees and aggregate cost | 3,000,000 | ||||||||||||
Debt issuance costs capitalized | 2,700,000 | ||||||||||||
Deferred debt issuance cost written off with existing Credit Facility | 1,100,000 | ||||||||||||
Debt Instrument fees and other costs expensed | $ 300,000 | ||||||||||||
Senior Secured Credit Facility [Member] | 2015 Credit Agreement [Member] | Minimum [Member] | Covenant On Potential Acquisition [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Consideration paid for acquisitions | $ 100,000,000 | ||||||||||||
Senior Secured Credit Facility [Member] | 2015 Credit Agreement [Member] | Maximum [Member] | Covenant On Potential Acquisition [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 450.00% | ||||||||||||
Secured leverage ratio | 325.00% | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 5.50% | ||||||||||||
Debt instrument capitalized amount | $ 0 | ||||||||||||
Deferred debt issuance cost written off with existing Credit Facility | $ 5,224,000 | ||||||||||||
Decrease in effective interest rate | (0.25%) | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | Netsmart First Lien Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 432,900,000 | ||||||||||||
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] | Minimum [Member] | Scenario Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 6.75% | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 8.75% | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | LIBOR Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 4.25% | 4.50% | |||||||||||
Netsmart First Lien Credit Agreement [Member] | LIBOR Rate [Member] | Netsmart First Lien Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 4.50% | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | Alternate Base Rate Loans [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 3.25% | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | Alternate Base Rate Loans [Member] | Netsmart First Lien Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 3.50% | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | Netsmart Revolving Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 1,500,000 | ||||||||||||
Credit facility, maximum borrowing capacity | $ 50,000,000 | ||||||||||||
Senior secured credit facilities term, years | 5 years | ||||||||||||
Credit facility borrowing capacity, amount available | $ 48,500,000 | ||||||||||||
Credit facility termination date | Apr. 19, 2021 | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | Netsmart Revolving Facility [Member] | LIBOR Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 4.75% | ||||||||||||
Netsmart First Lien Credit Agreement [Member] | Netsmart Revolving Facility [Member] | Alternate Base Rate Loans [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 3.75% | ||||||||||||
Netsmart Second Lien Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 10.50% | ||||||||||||
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] | Minimum [Member] | Scenario Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 7.75% | ||||||||||||
Netsmart Second Lien Credit Agreement [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 9.75% | ||||||||||||
Netsmart Second Lien Credit Agreement [Member] | LIBOR Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Senior secured credit facility interest rate spread | 9.50% | ||||||||||||
Netsmart Second Lien Credit Agreement [Member] | LIBOR 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 [Member] | Netsmart Second Lien Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, effective percentage | 8.50% | ||||||||||||
Netsmart First Lien Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | [2] | $ 432,925,000 | |||||||||||
Netsmart First Lien Term Loan [Member] | HealthMEDX, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument capitalized amount | 600,000 | ||||||||||||
Credit facility, maximum borrowing capacity | $ 40,000,000 | ||||||||||||
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. | ||||||||||||
[2] | Assumes no additional borrowings after December 31, 2016 and that all drawn amounts are repaid upon maturity. |
Summary of Future Debt Payments
Summary of Future Debt Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 18, 2013 | ||
Debt Instrument [Line Items] | |||||
Total | $ 1,386,813 | $ 692,058 | |||
2,017 | 19,989 | ||||
2,018 | 32,476 | ||||
2,019 | 44,976 | ||||
2,020 | 706,851 | ||||
2,021 | 4,351 | ||||
Thereafter | 578,170 | ||||
1.25% Cash Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Total | 345,000 | [1] | 345,000 | $ 345,000 | |
2,017 | [1] | 0 | |||
2,018 | [1] | 0 | |||
2,019 | [1] | 0 | |||
2,020 | [1] | 345,000 | |||
2,021 | [1] | 0 | |||
Thereafter | [1] | 0 | |||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Total | [2] | 234,375 | |||
2,017 | [2] | 15,625 | |||
2,018 | [2] | 28,125 | |||
2,019 | [2] | 40,625 | |||
2,020 | [2] | 150,000 | |||
2,021 | [2] | 0 | |||
Thereafter | [2] | 0 | |||
Netsmart First Lien Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Total | [2] | 432,925 | |||
2,017 | [2] | 4,351 | |||
2,018 | [2] | 4,351 | |||
2,019 | [2] | 4,351 | |||
2,020 | [2] | 4,351 | |||
2,021 | [2] | 4,351 | |||
Thereafter | [2] | 411,170 | |||
Netsmart Second Lien Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Total | [2] | 167,000 | |||
2,017 | [2] | 0 | |||
2,018 | [2] | 0 | |||
2,019 | [2] | 0 | |||
2,020 | [2] | 0 | |||
2,021 | [2] | 0 | |||
Thereafter | [2] | 167,000 | |||
Other Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total | 13 | $ 183 | |||
2,017 | 13 | ||||
2,018 | 0 | ||||
2,019 | 0 | ||||
2,020 | 0 | ||||
2,021 | 0 | ||||
Thereafter | 0 | ||||
Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Total | 207,500 | ||||
2,017 | 0 | ||||
2,018 | 0 | ||||
2,019 | 0 | ||||
2,020 | 207,500 | ||||
2,021 | 0 | ||||
Thereafter | $ 0 | ||||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. | ||||
[2] | Assumes no additional borrowings after December 31, 2016 and that all drawn amounts are repaid upon maturity. |
Summary of Future Debt Paymen76
Summary of Future Debt Payments (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Notes maturity period | Jul. 1, 2020 |
Geographic Breakdown of Income
Geographic Breakdown of Income (Loss) Before Income Tax Benefits (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States | $ (13,317) | $ (5,357) | $ (62,987) | ||||||||
Foreign | (1,467) | 5,927 | (5,130) | ||||||||
Income (loss) before income taxes | $ (12,336) | $ (2,499) | $ (2,639) | $ 2,690 | $ 14,820 | $ (1,441) | $ (1,744) | $ (11,065) | $ (14,784) | $ 570 | $ (68,117) |
Components of Provision (Benefi
Components of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Current tax provision, Federal | $ 323 | $ 570 | $ 840 | ||||||||
Current tax provision, State | 606 | 658 | 213 | ||||||||
Current tax provision, Foreign | 3,857 | 4,083 | (399) | ||||||||
Current tax provision | 4,786 | 5,311 | 654 | ||||||||
Deferred tax provision, Federal | (18,369) | (2,928) | (581) | ||||||||
Deferred tax provision, State | (3,354) | 898 | (3,261) | ||||||||
Deferred tax provision, Foreign | (877) | (655) | 1,524 | ||||||||
Deferred tax provision | (22,600) | (2,685) | (2,318) | ||||||||
Income tax provision (benefit) | $ (15,218) | $ (2,656) | $ (503) | $ 563 | $ (1,557) | $ 3,692 | $ 1,472 | $ (981) | $ (17,814) | $ 2,626 | $ (1,664) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Statutory rate | 35.00% | |||||||||||
Net operating loss carryforwards expiry beginning period | 2,019 | |||||||||||
Tax holiday savings | $ 700 | $ 400 | $ 800 | |||||||||
Diluted earnings per share, increase | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Unrecognized income tax benefits recognized | $ 4,000 | $ 16 | $ 0 | $ 3,239 | ||||||||
Unrecognized tax benefits | $ 11,380 | $ 11,777 | 11,380 | 11,777 | 15,314 | $ 18,283 | ||||||
Estimated increase in income tax benefit | 1,000 | 1,500 | ||||||||||
Unrecognized tax benefits, accrued interest and penalties | 1,187 | 1,193 | 1,187 | 1,193 | ||||||||
Other Tax Expense (Benefit) | 1,000 | 1,000 | ||||||||||
Valuation allowance | $ (17,504) | 1,816 | 24,666 | |||||||||
Cumulative operating income loss period considered | 3 years | |||||||||||
Pre-tax income (loss) | (12,336) | $ (2,499) | $ (2,639) | $ 2,690 | 14,820 | $ (1,441) | $ (1,744) | $ (11,065) | $ (14,784) | 570 | (68,117) | |
Research and development tax credit | 3,360 | 3,000 | $ 3,133 | |||||||||
Undistributed earnings indefinitely reinvested outside the United States | 37,200 | 37,200 | ||||||||||
Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Federal and state tax credit carryovers | 6,900 | 6,900 | ||||||||||
Alternative Minimum Tax Credits [Member] | Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Federal and state tax credit carryovers | 400 | 400 | ||||||||||
Research and Development Tax credits [Member] | Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Federal and state tax credit carryovers | 3,900 | 3,900 | ||||||||||
Kansas High Performance Incentive Program Credits [Member] | Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Federal and state tax credit carryovers | 2,700 | 2,700 | ||||||||||
Valuation Allowance Tax Credit Carryforward | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Valuation allowance | $ (17,504) | 1,816 | ||||||||||
India [Member] | Partially Expire [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Tax holiday expiration date | 2,012 | |||||||||||
India [Member] | Fully Expire [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Tax holiday expiration date | 2,017 | |||||||||||
Related To Stock Compensation [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Net operating loss carryforwards | 11,000 | $ 11,000 | ||||||||||
State [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Net operating loss carryforwards | 5,000 | 5,000 | 5,000 | 5,000 | ||||||||
State [Member] | Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Net operating loss carryforwards | 118,000 | $ 118,000 | ||||||||||
State [Member] | Earliest Tax Year [Member] | Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Operating losses carryforward period | 5 years | |||||||||||
State [Member] | Latest Tax Year [Member] | Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Operating losses carryforward period | 20 years | |||||||||||
State [Member] | Minimum [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Income tax examination, remaining tax years | 2,005 | |||||||||||
State [Member] | Maximum [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Income tax examination, remaining tax years | 2,016 | |||||||||||
Israeli [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Net operating loss carryforwards | 60,000 | $ 60,000 | ||||||||||
Foreign Country [Member] | Minimum [Member] | Canada [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Income tax examination, remaining tax years | 2,013 | |||||||||||
Foreign Country [Member] | Minimum [Member] | India [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Income tax examination, remaining tax years | 2,012 | |||||||||||
Foreign Country [Member] | Maximum [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Income tax examination, remaining tax years | 2,016 | |||||||||||
Federal [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Net operating loss carryforwards | 192,000 | $ 238,000 | $ 192,000 | $ 238,000 | ||||||||
Federal [Member] | Netsmart [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Net operating loss carryforwards | $ 80,400 | $ 80,400 | ||||||||||
Operating losses carryforward period | 20 years | |||||||||||
Federal [Member] | Minimum [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Income tax examination, remaining tax years | 2,013 | |||||||||||
Federal [Member] | Maximum [Member] | ||||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||||||||||||
Income tax examination, remaining tax years | 2,016 |
Taxes Computed at Statutory Fed
Taxes Computed at Statutory Federal Income Tax Rate Reconciled to Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||||||||||
United States federal tax at statutory rate | $ (4,714) | $ 200 | $ (23,844) | ||||||||
Non-deductible acquisition and reorganization expenses | 1,400 | (2) | (56) | ||||||||
Research credits | (3,360) | (3,000) | (3,133) | ||||||||
Change in unrecognized tax benefits | (545) | (208) | (519) | ||||||||
State income taxes, net of federal benefit | (371) | 182 | (2,120) | ||||||||
Compensation | 651 | 765 | 1,017 | ||||||||
Meals and entertainment | 1,341 | 1,023 | 954 | ||||||||
Impact of foreign operations | 2,847 | 1,848 | 2,505 | ||||||||
Provision-to-Return adjustments | (1,116) | (136) | 0 | ||||||||
Settlements with taxing authorities | 0 | (4,218) | 0 | ||||||||
Deemed Dividends | 887 | 1,408 | 0 | ||||||||
Dividends Accrued | 2,198 | 1,190 | 0 | ||||||||
Federal, state and local rate changes | 344 | 1,104 | (268) | ||||||||
Non-deductible items | 70 | (5) | 82 | ||||||||
Valuation allowance | (17,504) | 1,816 | 24,666 | ||||||||
Other | 58 | 135 | (749) | ||||||||
Income tax provision (benefit) | $ (15,218) | $ (2,656) | $ (503) | $ 563 | $ (1,557) | $ 3,692 | $ 1,472 | $ (981) | (17,814) | 2,626 | (1,664) |
Bilateral Advance Pricing Agreement [Member] | |||||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||||||||||
Bilateral Advance Pricing Agreement impact | $ 0 | $ 524 | $ (199) |
Components of Deferred Tax Asse
Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Accruals and reserves, net | $ 22,305 | $ 24,548 |
Allowance for doubtful accounts | 12,386 | 12,194 |
Stock-based compensation, net | 15,939 | 12,086 |
Deferred revenue | 15,092 | 13,294 |
Net operating loss carryforwards | 91,859 | 78,909 |
Research and development tax credit | 32,952 | 26,863 |
AMT credits | 7,085 | 6,070 |
State tax credits | 2,911 | 0 |
Other | 15,065 | 7,012 |
Less: Valuation Allowance | (23,761) | (43,043) |
Total deferred tax assets | 191,833 | 137,933 |
Deferred tax liabilities | ||
Prepaid expense | (9,532) | (8,594) |
Property and equipment, net | (15,879) | (3,953) |
Acquired intangibles, net | (305,361) | (145,252) |
Other | (22) | 0 |
Total deferred tax liabilities | (330,794) | (157,799) |
Net deferred tax liabilities | $ (138,961) | $ (19,866) |
Deferred Tax Assets (Liabilitie
Deferred Tax Assets (Liabilities) Classified in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Non-current deferred tax assets, net | $ 2,791 | $ 2,298 |
Non-current deferred tax liabilities, net | (141,752) | (22,164) |
Net deferred tax liabilities | $ (138,961) | $ (19,866) |
Change in the Amount of Unrecog
Change in the Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefit, beginning balance | $ 11,777 | $ 15,314 | $ 18,283 | |
Increases for tax positions related to the current year | 733 | 600 | 627 | |
Decreases for tax positions related to prior years | $ (4,000) | (16) | 0 | (3,239) |
Increases for tax positions related to prior years | 104 | 50 | 173 | |
Decreases relating to settlements with taxing authorities | 0 | (3,805) | (384) | |
Increases acquired in business acquisitions | 617 | 0 | 0 | |
Foreign currency translation | (1) | (24) | (26) | |
Reductions due to lapsed statute of limitations | (1,834) | (358) | (120) | |
Unrecognized tax benefit, ending balance | $ 11,380 | $ 11,777 | $ 15,314 |
Recognized Interest and Penalti
Recognized Interest and Penalties Related to Uncertain Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Interest and penalties included in the provision for income taxes | $ (6) | $ (103) | $ (715) |
Amount of Interest and Penaltie
Amount of Interest and Penalties Included in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Interest and penalties included in the liability for uncertain tax positions | $ 1,187 | $ 1,193 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 44,152 | $ 36,627 | $ 39,254 |
Cost of revenue [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 8,721 | 8,732 | 5,914 |
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 | 4,228 | 4,224 | 1,492 |
Cost of revenue [Member] | Client services [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 4,493 | 4,508 | 4,422 |
Selling, General and Administrative Expenses [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 27,256 | 20,069 | 25,376 |
Research and development [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 8,175 | $ 7,826 | $ 7,964 |
Stock Award Plans - Additional
Stock Award Plans - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in provision for income taxes | $ 7,000,000 | |||
Capitalized stock-based compensation costs | 0 | $ 0 | $ 0 | |
Unrecognized compensation cost | $ 51,400,000 | $ 51,400,000 | ||
Unrecognized compensation expense expected to recognized over weighted-average period, in years | 2 years 3 months 18 days | |||
Common stock shares reserved for issuance under future share-based awards | 3,000 | 3,000 | ||
Shares settled for tax withholding | 648 | 523 | 669 | |
Stock options, contractual terms | 7 years | |||
Aggregate intrinsic value of stock options outstanding | $ 0 | $ 0 | ||
Aggregate intrinsic value of stock options exercisable | $ 0 | $ 0 | ||
Share price | $ 10.21 | $ 10.21 | ||
Weighted average remaining contractual life of options outstanding, in years | 3 years 2 months 12 days | |||
Weighted average remaining contractual life of options exercisable, in years | 3 years 2 months 12 days | |||
Weighted-average exercise price, Options granted | $ 0 | $ 0 | $ 0 | |
Option Units, Forfeited during the period | 434 | 767 | 606 | |
Stock based compensation expense | $ 44,152,000 | $ 36,627,000 | $ 39,254,000 | |
Netsmart [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 27,700,000 | $ 27,700,000 | ||
Share price | $ 1 | $ 1 | ||
Stock based compensation expense | $ 5,806,000 | |||
Liability for outstanding awards | $ 5,800,000 | 5,800,000 | ||
Share based compensation expense remaining to be recognized, 2017 | 6,700,000 | 6,700,000 | ||
Share based compensation expense remaining to be recognized, 2018 | 8,400,000 | 8,400,000 | ||
Share based compensation expense remaining to be recognized, 2019 | 8,400,000 | 8,400,000 | ||
Share based compensation expense remaining to be recognized, 2020 | $ 4,200,000 | $ 4,200,000 | ||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payroll deductions | 20.00% | 20.00% | ||
Offering price percentage | 15.00% | |||
Shares purchased under the ESPP | 756 | 675 | ||
Nathan Holding LLC 2016 Unit Option Plan [Member] | Netsmart [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average exercise price, Options granted | $ 1 | |||
Option Units, Forfeited during the period | 2,316 | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Annual fair value limit on shares purchased | $ 25,000 | |||
Service-based share awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 38,700,000 | $ 38,700,000 | ||
Unrecognized compensation expense expected to recognized over weighted-average period, in years | 2 years 6 months | |||
Share based compensation award vesting period | 4 years | |||
Deferred share units awarded to directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation award vesting period | 1 year | |||
Awards Granted Under Financial Performance [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation award vesting period | 3 years | |||
Awards Granted Under Financial Performance [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation award vesting period | 4 years | |||
Performance-Based Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | 4,300,000 | $ 4,300,000 | ||
Unrecognized compensation expense expected to recognized over weighted-average period, in years | 1 year 4 months 24 days | |||
Market-Based Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | 8,400,000 | $ 8,400,000 | ||
Unrecognized compensation expense expected to recognized over weighted-average period, in years | 1 year 10 months 24 days | |||
Share based compensation award vesting period | 3 years | |||
Class B Non Voting Common Units | Netsmart [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate intrinsic value of stock options outstanding | $ 0 | $ 0 | ||
Weighted average remaining contractual life of options outstanding, in years | 9 years 3 months 22 days | |||
Weighted average remaining contractual life of options exercisable, in years | 0 years | |||
Options issued during the period | 89,889 | |||
Weighted-average exercise price, Options granted | $ 1 | $ 1 | ||
Class B Non Voting Common Units | Nathan Holding LLC 2016 Unit Option Plan [Member] | Netsmart [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares reserved for issuance under future share-based awards | 28,918 | 28,918 | ||
Maximum issuance of options | 116,491 | 116,491 | ||
Class B Non Voting Common Units | Maximum [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | Netsmart [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option Units expiration period | 10 years | |||
Time Based Option Units [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | Netsmart [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation award vesting period | 4 years | |||
Options issued during the period | 64,198 | |||
Option Units, Forfeited during the period | 1,654 | |||
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 | |||
Performance Based Option Units [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | Netsmart [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options issued during the period | 25,691 | |||
Option Units, Forfeited during the period | 662 | |||
Stock based compensation expense | $ 0 |
Activity for Restricted Stock U
Activity for Restricted Stock Units (Detail) - Restricted Stock Unit [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | |||
Shares, Unvested service-based/performance-based share awards as of beginning balance | 5,379 | 5,096 | 5,734 |
Shares, Awarded | 3,480 | 2,937 | 2,199 |
Shares, Vested | (2,095) | (1,612) | (2,044) |
Shares, Forfeited | (517) | (1,042) | (793) |
Shares, Unvested service-based/performance-based share awards as of ending balance | 6,247 | 5,379 | 5,096 |
Weighted-Average Grant Date Fair Value | |||
Weighted-Average Grant Date Fair Value, Unvested Service-based/Performance-based share awards as of beginning balance | $ 14.15 | $ 15.69 | $ 13.94 |
Weighted-Average Grant Date Fair Value, Awarded | 12.88 | 12.07 | 18.09 |
Weighted-Average Grant Date Fair Value, Vested | 13.84 | 14.84 | 13.90 |
Weighted-Average Grant Date Fair Value, Forfeited | 14.30 | 14.74 | 14.28 |
Weighted-Average Grant Date Fair Value, Unvested Service-based/Performance-based share awards as of ending balance | $ 13.54 | $ 14.15 | $ 15.69 |
Stock Options Outstanding (Deta
Stock Options Outstanding (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options Outstanding | ||||
Options Outstanding, beginning balance | 2,343,000 | 3,427,000 | 4,322,000 | |
Options Outstanding, options granted | 0 | 0 | 0 | |
Options Outstanding, options exercised | (6,000) | (317,000) | (289,000) | |
Options Outstanding, options forfeited | (434,000) | (767,000) | (606,000) | |
Options Outstanding, ending balance | 1,902,267 | 2,343,000 | 3,427,000 | |
Weighted-Average Exercise Price | ||||
Weighted-average exercise price, beginning balance | $ 14.24 | $ 14.35 | $ 14.28 | |
Weighted-average exercise price, Options granted | 0 | 0 | 0 | |
Weighted-average exercise price, options exercised | 14.01 | 11.44 | 11.88 | |
Weighted-average exercise price, options forfeited | 15.51 | 15.89 | 15.03 | |
Weighted-average exercise price, ending balance | $ 13.95 | $ 14.24 | $ 14.35 | |
Options Exercisable | ||||
Options Exercisable | 1,431,288 | 1,282,000 | 1,393,000 | 1,025,000 |
Weighted-average exercise price, exercisable | $ 13.98 | $ 14.52 | $ 14.97 | $ 15.52 |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Total intrinsic value of stock options exercised | $ 1 | $ 972 | $ 1,535 |
Total fair value of share awards vested | $ 26,892 | $ 21,673 | $ 31,672 |
Stock Option Awards (Detail)
Stock Option Awards (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Stock Options [Line Items] | ||||
Number of options Outstanding | 1,902,267 | 2,343,000 | 3,427,000 | 4,322,000 |
Weighted-average exercise price, outstanding | $ 13.95 | $ 14.24 | $ 14.35 | $ 14.28 |
Number of options exercisable | 1,431,288 | 1,282,000 | 1,393,000 | 1,025,000 |
Weighted-average exercise price, exercisable | $ 13.98 | $ 14.52 | $ 14.97 | $ 15.52 |
$12.50 to $14.78 [Member] | ||||
Schedule Of Stock Options [Line Items] | ||||
Range of exercise prices, lower limit | 12.50 | |||
Range of exercise prices, upper limit | $ 14.78 | |||
Number of options Outstanding | 1,727,810 | |||
Weighted-average exercise price, outstanding | $ 13.77 | |||
Number of options exercisable | 1,289,044 | |||
Weighted-average exercise price, exercisable | $ 13.76 | |||
$14.94 to $16.80 [Member] | ||||
Schedule Of Stock Options [Line Items] | ||||
Range of exercise prices, lower limit | 14.94 | |||
Range of exercise prices, upper limit | $ 16.80 | |||
Number of options Outstanding | 158,517 | |||
Weighted-average exercise price, outstanding | $ 15.51 | |||
Number of options exercisable | 126,304 | |||
Weighted-average exercise price, exercisable | $ 15.58 | |||
$18.45 to $18.74 [Member] | ||||
Schedule Of Stock Options [Line Items] | ||||
Range of exercise prices, lower limit | 18.45 | |||
Range of exercise prices, upper limit | $ 18.74 | |||
Number of options Outstanding | 15,940 | |||
Weighted-average exercise price, outstanding | $ 18.70 | |||
Number of options exercisable | 15,940 | |||
Weighted-average exercise price, exercisable | $ 18.70 |
Summary of the Activity Under t
Summary of the Activity Under the Plan (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Option Units, Granted | 0 | 0 | 0 | |
Option Units, Exercised | 6,000 | 317,000 | 289,000 | |
Options Outstanding, options forfeited | (434,000) | (767,000) | (606,000) | |
Option Units, Outstanding – December 31, 2016 | 1,902,267 | 2,343,000 | 3,427,000 | 4,322,000 |
Option Units, Exercisable – December 31, 2016 | 1,431,288 | 1,282,000 | 1,393,000 | 1,025,000 |
Weighted Average Exercise Price, Granted | $ 0 | $ 0 | $ 0 | |
Weighted Average Exercise Price, Exercised | 14.01 | 11.44 | 11.88 | |
Weighted Average Exercise Price, Forfeited | 15.51 | 15.89 | 15.03 | |
Weighted Average Exercise Price, Outstanding – December 31, 2016 | 13.95 | 14.24 | 14.35 | $ 14.28 |
Weighted Average Exercise Price, Exercisable – December 31, 2016 | $ 13.98 | $ 14.52 | $ 14.97 | $ 15.52 |
Netsmart [Member] | Nathan Holding LLC 2016 Unit Option Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Option Units, Granted | 89,889,000 | |||
Option Units, Called | 0 | |||
Option Units, Exercised | 0 | |||
Options Outstanding, options forfeited | (2,316,000) | |||
Option Units, Outstanding – December 31, 2016 | 87,573,000 | |||
Option Units, Exercisable – December 31, 2016 | 0 | |||
Weighted Average Exercise Price, Granted | $ 1 | |||
Weighted Average Exercise Price, Called | 0 | |||
Weighted Average Exercise Price, Exercised | 0 | |||
Weighted Average Exercise Price, Forfeited | 1 | |||
Weighted Average Exercise Price, Outstanding – December 31, 2016 | 1 | |||
Weighted Average Exercise Price, Exercisable – December 31, 2016 | $ 0 |
Schedule of Option Units Outsta
Schedule of Option Units Outstanding (Detail) - $ / shares | 8 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average exercise price, Options granted | $ 0 | $ 0 | $ 0 | ||
Option Units, Outstanding – December 31, 2016 | 1,902,267 | 1,902,267 | 2,343,000 | 3,427,000 | 4,322,000 |
Outstanding, Weighted Average Remaining Life | 3 years 2 months 12 days | ||||
Option Units, Exercisable – December 31, 2016 | 1,431,288 | 1,431,288 | 1,282,000 | 1,393,000 | 1,025,000 |
Exercisable, Weighted Average Remaining Life | 3 years 2 months 12 days | ||||
Netsmart [Member] | Class B Non Voting Common Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average exercise price, Options granted | $ 1 | $ 1 | |||
Option Units, Outstanding – December 31, 2016 | 87,573,000 | 87,573,000 | |||
Outstanding, Weighted Average Fair Value | $ 0.54 | $ 0.54 | |||
Outstanding, Weighted Average Remaining Life | 9 years 3 months 22 days | ||||
Option Units, Exercisable – December 31, 2016 | 0 | 0 | |||
Exercisable, Average Fair Value | $ 0 | $ 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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | $ 44,152 | $ 36,627 | $ 39,254 |
Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 8,175 | 7,826 | 7,964 |
Selling, General and Administrative Expenses [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 27,256 | 20,069 | 25,376 |
Cost of revenue [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 8,721 | $ 8,732 | $ 5,914 |
Netsmart [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 5,806 | ||
Netsmart [Member] | System sales [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 103 | ||
Netsmart [Member] | Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 146 | ||
Netsmart [Member] | Professional services [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 130 | ||
Netsmart [Member] | Selling, General and Administrative Expenses [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | 5,427 | ||
Netsmart [Member] | Cost of revenue [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total compensation expense | $ 233 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Option Units Weighted Average Assumptions (Detail) - Netsmart [Member] - Class B Non Voting Common Units | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Average expected term in years | 6 years 3 months 22 days |
Risk free rate (weighted average) | 2.30% |
Expected dividends | 0.00% |
Average volatility | 53.70% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Jun. 30, 2016Installment$ / sharesshares | Jun. 26, 2015USD ($)$ / sharesshares | Jun. 24, 2015 | Dec. 31, 2016USD ($)Installment$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($) | Nov. 17, 2016USD ($) | Nov. 16, 2016USD ($) | Jun. 30, 2013shares |
Class Of Stock [Line Items] | ||||||||||
Common stock repurchased, amount | $ 121,241,000 | $ 0 | $ 0 | |||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Unregistered common stock, shares issued | shares | 267,997,000 | 266,545,000 | ||||||||
Proceeds from sale or issuance of common stock | $ 84,000 | $ 103,631,000 | $ 1,487,000 | |||||||
Proceeds allocated to warrants | $ 51,200,000 | |||||||||
Nant Capital, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of warrants issued | shares | 1,486,989 | |||||||||
Sale of common stock, price per share | $ / shares | $ 13.45 | |||||||||
Unregistered common stock, shares issued | shares | 7,434,944 | |||||||||
Initial exercise price of warrant per share | $ / shares | $ 17.675 | |||||||||
Consecutive trading day period | 60 days | |||||||||
Proceeds from issuance of common stock | $ 100,000,000 | |||||||||
Proceeds from sale or issuance of common stock | 98,300,000 | |||||||||
Proceeds allocated to warrants | $ 1,700,000 | |||||||||
Warrant Issued to Commercial Partner [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of warrants issued | shares | 1,500,000 | |||||||||
Number of installments | Installment | 4 | |||||||||
Number of warrants vesting annually | shares | 375,000 | |||||||||
Warrant expiration period | 2020-06 | |||||||||
Warrants amortized into earnings | $ 10,200,000 | |||||||||
Warrants vesting period | 4 years | |||||||||
Initial exercise price of warrant per share | $ / shares | $ 12.94 | |||||||||
1.25% Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of warrants issued | shares | 20,100,000 | |||||||||
Initial exercise price of warrant per share | $ / shares | $ 23.135 | |||||||||
Warrants issued | $ 51,200,000 | $ 51,200,000 | ||||||||
Warrant expiration term | The 1.25% Warrants expire over a period of 70 trading days beginning on October 1, 2020 and are exercisable only upon expiration. Additionally, if the market value per share of our common stock exceeds the strike price of the 1.25% Warrants on any trading day during the 70 trading day measurement period, we will, for each such trading day, be obligated to issue to the counterparties a number of shares equal in value to the product of the amount by which such market value exceeds such strike price and 1/70th of the aggregate number of shares of our common stock underlying the 1.25% Warrants transactions, subject to a share delivery cap. | |||||||||
Warrant expiration period | 70 days | |||||||||
Warrant expiration beginning period | Oct. 1, 2020 | |||||||||
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 | |||||||||
Warrant expiration period | 2026-06 | |||||||||
Warrants amortized into earnings | $ 11,000,000 | |||||||||
Warrants vesting period | 4 years | |||||||||
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 | |||||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||||
Sale of common stock, price per share | $ / shares | $ 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 | |||||||||
Sale of common stock, price per share | $ / shares | $ 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 | |||||||||
Sale of common stock, price per share | $ / shares | $ 15.59 | |||||||||
November 2016 Stock Repurchase Program [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 200,000,000 | |||||||||
Common stock repurchased, shares | shares | 2,200,000 | |||||||||
Common stock repurchased, amount | $ 24,000,000 | |||||||||
November 2015 Stock repurchase program | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock repurchased, shares | shares | 8,100,000 | |||||||||
Common stock repurchased, amount | $ 97,000,000 | |||||||||
November 2015 Stock repurchase program | Maximum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 150,000,000 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at the beginning of the period | $ 1,407,884 | ||
Other comprehensive income (loss) before reclassifications | (57,265) | $ (2,190) | $ (536) |
Net losses (gains) reclassified from accumulated other comprehensive loss | (322) | (73) | 302 |
Total other comprehensive income (loss) | (57,587) | (2,263) | (234) |
Balance at the end of the period | 1,232,466 | 1,407,884 | |
Foreign Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at the beginning of the period | (4,500) | (2,119) | (1,590) |
Other comprehensive income (loss) before reclassifications | (1,528) | (2,381) | (529) |
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Total other comprehensive income (loss) | (1,528) | (2,381) | (529) |
Balance at the end of the period | (6,028) | (4,500) | (2,119) |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at the beginning of the period | 0 | 140 | 124 |
Other comprehensive income (loss) before reclassifications | (56,420) | 0 | 16 |
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | (140) | 0 |
Total other comprehensive income (loss) | (56,420) | (140) | 16 |
Balance at the end of the period | (56,420) | 0 | 140 |
Derivatives Qualifying as Cash Flow Hedges [Member] | Interest Rate Swap [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at the beginning of the period | 0 | 0 | (279) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | (23) |
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 | 302 |
Total other comprehensive income (loss) | 0 | 0 | 279 |
Balance at the end of the period | 0 | 0 | 0 |
Derivatives Qualifying as Cash Flow Hedges [Member] | Foreign Exchange Contract [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at the beginning of the period | 258 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | 683 | 191 | 0 |
Net losses (gains) reclassified from accumulated other comprehensive loss | (322) | 67 | 0 |
Total other comprehensive income (loss) | 361 | 258 | 0 |
Balance at the end of the period | 619 | 258 | 0 |
Accumulated Other Comprehensive Loss [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at the beginning of the period | (4,242) | (1,979) | (1,745) |
Balance at the end of the period | $ (61,829) | $ (4,242) | $ (1,979) |
Components of Accumulated Oth98
Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 88 | $ 79 | ||
Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 463 | $ 166 | ||
Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ (179) |
Income Tax Effects Related to C
Income Tax Effects Related to Components of Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Foreign currency translation adjustments, Before-Tax Amount | $ (1,528) | $ (2,381) | $ (529) |
Net change in unrealized (losses) gains on available for sale securities, Before-Tax Amount | (56,359) | (228) | 25 |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | 597 | 424 | 458 |
Other comprehensive loss, Before-Tax Amount | (57,290) | (2,185) | (46) |
Foreign currency translation adjustments, Tax Effect | 0 | 0 | 0 |
Other comprehensive loss, Tax Effect | (297) | (78) | (188) |
Foreign currency translation adjustments, Net | (1,528) | (2,381) | (529) |
Other comprehensive loss, Net | (57,587) | (2,263) | (234) |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Available for sale securities, net gain (loss) arising during the period, Before-Tax Amount | (56,359) | 0 | 25 |
Available for sale securities, net (gain) loss reclassified into income, Before-Tax Amount | 0 | (228) | 0 |
Net change in unrealized (losses) gains on available for sale securities, Before-Tax Amount | (56,359) | (228) | 25 |
Available for sale securities, net gain (loss) arising during the period, Tax Effect | (61) | 0 | (9) |
Available for sale securities, net (gain) loss reclassified into income, Tax Effect | 0 | 88 | 0 |
Net change in unrealized (losses) gains on available for sale securities, Tax Effect | (61) | 88 | (9) |
Available for sale securities, net gain (loss) arising during the period, Net | (56,420) | 0 | 16 |
Available for sale securities, net (gain) loss reclassified into income, Net | 0 | (140) | 0 |
Net change in unrealized (losses) gains on available for sale securities, Net | (56,420) | (140) | 16 |
Other comprehensive loss, Net | (56,420) | (140) | 16 |
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 | 597 | 424 | 458 |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | (236) | (166) | (179) |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | 361 | 258 | 279 |
Derivatives Qualifying as Cash Flow Hedges [Member] | Interest Rate Swap [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Before-Tax Amount | (38) | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | 496 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | 458 | ||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Tax Effect | 15 | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | (194) | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | (179) | ||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Net | (23) | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Net | 302 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Net | 279 | ||
Other comprehensive loss, Net | 0 | 0 | 279 |
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 | 1,128 | 314 | |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | (531) | 110 | |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | 597 | 424 | |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Tax Effect | (445) | (123) | |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | 209 | (43) | |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | (236) | (166) | |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Net | 683 | 191 | |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Net | (322) | 67 | |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | 361 | 258 | |
Other comprehensive loss, Net | $ 361 | $ 258 | $ 0 |
Fair Value and Balance Sheet Lo
Fair Value and Balance Sheet Locations - (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | $ 18,101 | $ 80,632 |
Derivative liability, fair value | 17,659 | 81,210 |
1.25% Call Option [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | 17,080 | 80,208 |
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 | 1,021 | 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 | 17,080 | 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 | $ 17,659 | $ 81,210 |
Derivative Financial Instrum101
Derivative Financial Instruments - Additional Information (Detail) | Oct. 29, 2010 | Dec. 31, 2016USD ($)DerivativeAgreement$ / shares | Dec. 31, 2013USD ($) | Dec. 31, 2016INR (₨)DerivativeAgreement | Dec. 31, 2015 | Jun. 18, 2013USD ($) |
Derivative [Line Items] | ||||||
Purchase of call option related to 1.25% senior cash convertible notes | $ 82,800,000 | |||||
1.25% Call Option [Member] | ||||||
Derivative [Line Items] | ||||||
Debt instrument interest rate | 1.25% | 1.25% | 1.25% | |||
1.25% Cash Convertible Senior Notes [Member] | ||||||
Derivative [Line Items] | ||||||
Purchase of call option related to 1.25% senior cash convertible notes | $ 82,800,000 | |||||
Conversion price per common stock | $ / shares | $ 17.19 | |||||
Fair value liability of embedded cash conversion option | $ 82,800,000 | |||||
Debt instrument interest rate | 1.25% | 1.25% | ||||
Foreign Exchange Forward Contracts [Member] | ||||||
Derivative [Line Items] | ||||||
Number of contracts | Derivative | 30 | 30 | ||||
Period of contracts staggered to mature | 18 months | |||||
Amount of Gain (Loss) Recognized in AOCI (Effective Portion) | $ 0 | |||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | |||||
Unrealized derivatives gains (losses) included in other comprehensive (loss) income reclassified into income | $ 1,000,000 | |||||
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 | Jan. 31, 2017 | |||||
Derivative notional amount outstanding | $ 300,000 | ₨ 20,000,000 | ||||
Foreign Exchange Forward Contracts [Member] | Maximum [Member] | ||||||
Derivative [Line Items] | ||||||
Date of contracts mature | Jun. 30, 2018 | |||||
Derivative notional amount outstanding | $ 1,800,000 | ₨ 120,000,000 | ||||
Interest Rate Swap [Member] | ||||||
Derivative [Line Items] | ||||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ 0 | |||||
Interest rate swap agreement effective date | Oct. 29, 2010 | |||||
Interest rate swap agreement termination date | Oct. 31, 2014 | |||||
Outstanding interest rate swap agreements | Agreement | 0 | 0 | ||||
1.25% Notes Embedded Cash Conversion Option [Member] | ||||||
Derivative [Line Items] | ||||||
Debt instrument interest rate | 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] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign Exchange Contract [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | $ 1,128 | $ 314 | $ 0 |
Foreign Exchange Contract [Member] | Cost of revenue [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 165 | (34) | 0 |
Foreign Exchange Contract [Member] | Selling, General and Administrative Expenses [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 133 | (28) | 0 |
Foreign Exchange Contract [Member] | Research and development [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 233 | (48) | 0 |
Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | 0 | 0 | (38) |
Interest Rate Swap [Member] | Interest Expense [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ 0 | $ 0 | $ (496) |
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments Gain Loss [Line Items] | |||
Net gain (loss) included in other income, net | $ 423 | $ (254) | $ 233 |
1.25% Call Option [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Net gain (loss) included in other income, net | (63,128) | 23,117 | (47,565) |
1.25% Notes Embedded Cash Conversion Option [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Net gain (loss) included in other income, net | $ 63,551 | $ (23,371) | $ 47,798 |
Rent Expense (Detail)
Rent Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rent expense | $ 24,745 | $ 18,164 | $ 16,259 |
Future Commitments under Capita
Future Commitments under Capital and Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
Capital Leases, 2017 | $ 11,608 | |
Capital Leases, 2018 | 8,506 | |
Capital Leases, 2019 | 3,820 | |
Capital Leases, 2020 | 40 | |
Capital Leases, 2021 | 3 | |
Capital Leases, thereafter | 0 | |
Capital Leases, total | 23,977 | |
Capital Leases, less amount representing interest | (1,666) | |
Capital Leases, less amount related to executory costs | 3,308 | |
Capital Leases, future minimum payments, present value of net minimum payments | 19,003 | |
Capital Leases, Current maturities of capital lease obligations | 9,126 | $ 431 |
Capital lease obligations, net of current maturities | 9,877 | $ 617 |
Operating Leases, 2017 | 23,085 | |
Operating Leases, 2018 | 20,851 | |
Operating Leases, 2019 | 18,218 | |
Operating Leases, 2020 | 15,244 | |
Operating Leases, 2021 | 13,079 | |
Operating Leases, Thereafter | 42,262 | |
Operating Leases, Total | $ 132,739 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Private cloud hosting service support agreement term (in years) | 10 years |
Base annual payment obligation for data center and hosting services | $ 50 |
Summary of Expense Incurred und
Summary of Expense Incurred under Atos Agreement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Long Term Purchase Commitment [Line Items] | |||||||||||
Expenses incurred under Atos agreement | $ 239,138 | $ 226,225 | $ 219,837 | $ 193,660 | $ 191,844 | $ 201,128 | $ 208,094 | $ 204,762 | $ 878,860 | $ 805,828 | $ 831,889 |
Atos | |||||||||||
Long Term Purchase Commitment [Line Items] | |||||||||||
Expenses incurred under Atos agreement | $ 62,266 | $ 67,058 | $ 68,165 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 7 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 425,436 | $ 392,384 | $ 386,521 | $ 345,558 | $ 345,647 | $ 354,476 | $ 351,718 | $ 334,552 | $ 1,549,899 | $ 1,386,393 | $ 1,377,873 |
Gross Profit | 186,298 | 166,159 | 166,684 | 151,898 | 153,803 | 153,348 | 143,624 | 129,790 | 671,039 | 580,565 | 545,984 |
Income (loss) from operations | $ 12,427 | $ 16,874 | $ 18,574 | $ 11,896 | $ 23,118 | $ 8,869 | $ 5,591 | $ (5,695) | 59,771 | 31,883 | (39,188) |
Unallocated Amounts [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 16,259 | 61,028 | 56,906 | ||||||||
Gross Profit | (42,561) | (18,588) | (28,055) | ||||||||
Income (loss) from operations | (297,204) | (294,150) | (320,275) | ||||||||
Clinical and Financial Solutions [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,125,073 | 1,105,504 | 1,112,432 | ||||||||
Gross Profit | 471,345 | 452,058 | 427,069 | ||||||||
Income (loss) from operations | 251,417 | 234,146 | 196,263 | ||||||||
Population Health [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 235,206 | 219,861 | 208,535 | ||||||||
Gross Profit | 171,969 | 147,095 | 146,970 | ||||||||
Income (loss) from operations | 112,974 | 91,887 | 84,824 | ||||||||
Netsmart [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 173,361 | 0 | 0 | ||||||||
Gross Profit | 70,286 | 0 | 0 | ||||||||
Income (loss) from operations | $ (7,416) | $ 0 | $ 0 |
Supplemental Disclosures (Detai
Supplemental Disclosures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Supplemental Disclosures [Line Items] | |||||||
Interest | $ 41,954 | $ 15,750 | $ 15,585 | ||||
Income taxes paid, net of tax refunds | 2,951 | 5,037 | 7,104 | ||||
Accretion of redemption preference on redeemable convertible non-controlling interest in Netsmart | $ 10,192 | $ 10,191 | $ 8,153 | $ 0 | 28,536 | 0 | 0 |
Obligations incurred to purchase capitalized software or enter into capital leases | 28,970 | 393 | 4,800 | ||||
Netsmart Inc Management [Member] | |||||||
Schedule Of Supplemental Disclosures [Line Items] | |||||||
Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock in Netsmart | $ 25,543 | $ 0 | $ 0 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Royalties, certain third party product costs and licenses | $ 17,359 | $ 16,456 |
Other | 68,776 | 45,565 |
Total accrued expenses | $ 86,135 | $ 62,021 |
Supplemental Disclosures - Addi
Supplemental Disclosures - Additional Information (Detail) | Dec. 31, 2016 |
Payables And Accruals [Abstract] | |
Maximum percentage accounted by individual expenses of total current liabilities | 5.00% |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets Noncurrent [Line Items] | ||
Derivative asset, fair value | $ 18,101 | $ 80,632 |
Long-term prepaid commissions | 40,668 | 43,756 |
Investments in non-marketable securities | 29,603 | 20,312 |
Long-term deposits and other assets | 10,440 | 12,272 |
Total other assets | 97,791 | 359,665 |
Nant Health, LLC [Member] | ||
Other Assets Noncurrent [Line Items] | ||
Investment in Nant Health, LLC | 0 | 203,117 |
1.25% Call Option [Member] | ||
Other Assets Noncurrent [Line Items] | ||
Derivative asset, fair value | $ 17,080 | $ 80,208 |
Other Assets (Parenthetical) (D
Other Assets (Parenthetical) (Detail) | Dec. 31, 2016 | Dec. 31, 2015 |
1.25% Call Option [Member] | ||
Other Assets Noncurrent [Line Items] | ||
Debt instrument interest rate | 1.25% | 1.25% |
Revenues by Geographic Area (De
Revenues by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Revenues From External Customers [Line Items] | |||||||||||
Total revenue | $ 425,436 | $ 392,384 | $ 386,521 | $ 345,558 | $ 345,647 | $ 354,476 | $ 351,718 | $ 334,552 | $ 1,549,899 | $ 1,386,393 | $ 1,377,873 |
United States [Member] | |||||||||||
Schedule Of Revenues From External Customers [Line Items] | |||||||||||
Total revenue | 1,500,629 | 1,338,095 | 1,327,840 | ||||||||
Canada [Member] | |||||||||||
Schedule Of Revenues From External Customers [Line Items] | |||||||||||
Total revenue | 18,694 | 18,024 | 20,727 | ||||||||
Other International [Member] | |||||||||||
Schedule Of Revenues From External Customers [Line Items] | |||||||||||
Total revenue | $ 30,576 | $ 30,274 | $ 29,306 |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long lived assets | $ 148,810 | $ 125,617 |
United States [Member] | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long lived assets | 140,552 | 116,731 |
India [Member] | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long lived assets | 5,735 | 5,739 |
Israeli [Member] | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long lived assets | 1,568 | 1,786 |
Canada [Member] | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long lived assets | 353 | 545 |
Other International [Member] | ||
Long-Lived Assets by Geographical Areas [Line Items] | ||
Long lived assets | $ 602 | $ 816 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - Pending Litigation [Member] - $ / Violation | 12 Months Ended | |
Dec. 31, 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 |
Quarterly Financial Informat118
Quarterly Financial Information (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 425,436 | $ 392,384 | $ 386,521 | $ 345,558 | $ 345,647 | $ 354,476 | $ 351,718 | $ 334,552 | $ 1,549,899 | $ 1,386,393 | $ 1,377,873 |
Cost of revenue | 239,138 | 226,225 | 219,837 | 193,660 | 191,844 | 201,128 | 208,094 | 204,762 | 878,860 | 805,828 | 831,889 |
Gross profit | 186,298 | 166,159 | 166,684 | 151,898 | 153,803 | 153,348 | 143,624 | 129,790 | 671,039 | 580,565 | 545,984 |
Selling, general and administrative expenses | 115,132 | 98,778 | 94,802 | 84,153 | 79,354 | 91,043 | 86,749 | 82,029 | 392,865 | 339,175 | 358,681 |
Research and development | 47,836 | 45,142 | 47,891 | 47,037 | 45,995 | 47,702 | 44,367 | 46,727 | 187,906 | 184,791 | 192,821 |
Asset impairment charges | 0 | 0 | 0 | 4,650 | 1,203 | 22 | 293 | 26 | 4,650 | 1,544 | 2,390 |
Amortization of intangible and acquisition-related assets | 10,903 | 5,365 | 5,417 | 4,162 | 4,133 | 5,712 | 6,624 | 6,703 | 25,847 | 23,172 | 31,280 |
Income (loss) from operations | 12,427 | 16,874 | 18,574 | 11,896 | 23,118 | 8,869 | 5,591 | (5,695) | 59,771 | 31,883 | (39,188) |
Interest expense | (25,384) | (19,367) | (16,421) | (6,969) | (7,403) | (9,254) | (7,483) | (7,256) | (68,141) | (31,396) | (29,297) |
Other income (expense), net | 621 | (6) | 106 | 366 | (98) | 423 | (28) | 1,886 | 1,087 | 2,183 | 766 |
Equity in net loss of unconsolidated investments | 0 | 0 | (4,898) | (2,603) | (797) | (1,479) | 176 | 0 | (7,501) | (2,100) | (398) |
Income (loss) before income taxes | (12,336) | (2,499) | (2,639) | 2,690 | 14,820 | (1,441) | (1,744) | (11,065) | (14,784) | 570 | (68,117) |
Income tax benefit (provision) | 15,218 | 2,656 | 503 | (563) | 1,557 | (3,692) | (1,472) | 981 | 17,814 | (2,626) | 1,664 |
Net income (loss) | 2,882 | 157 | (2,136) | 2,127 | 16,377 | (5,133) | (3,216) | (10,084) | 3,030 | (2,056) | (66,453) |
Less: Net income attributable to non-controlling interests | (4) | (151) | 87 | (78) | (50) | (111) | (9) | 0 | (146) | (170) | 0 |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,192) | (10,191) | (8,153) | 0 | (28,536) | 0 | 0 | ||||
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (7,314) | $ (10,185) | $ (10,202) | $ 2,049 | $ 16,327 | $ (5,244) | $ (3,225) | $ (10,084) | $ (25,652) | $ (2,226) | $ (66,453) |
(Loss) earnings per share - basic and diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.04) | $ (0.06) | $ (0.05) | $ 0.01 | $ 0.09 | $ (0.03) | $ (0.01) | $ (0.06) |
Quarterly Financial Informat119
Quarterly Financial Information (Unaudited) (Parenthetical) (Detail) - USD ($) $ in Thousands | Nov. 10, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Quarterly Financial Information Disclosure [Line Items] | |||||||||
Deferred debt issuance cost written off with existing Credit Facility | $ 5,224 | $ 1,433 | $ 0 | ||||||
Netsmart First Lien Credit Agreement [Member] | |||||||||
Quarterly Financial Information Disclosure [Line Items] | |||||||||
Deferred debt issuance cost written off with existing Credit Facility | $ 5,224 | ||||||||
Income Tax Benefit (Provision) [Member] | |||||||||
Quarterly Financial Information Disclosure [Line Items] | |||||||||
Tax Credit Carryforward, Valuation Allowance | $ (14,300) | $ (3,300) | $ 900 | $ (900) | $ 5,900 | ||||
Interest Expense [Member] | Netsmart First Lien Credit Agreement [Member] | |||||||||
Quarterly Financial Information Disclosure [Line Items] | |||||||||
Deferred debt issuance cost written off with existing Credit Facility | $ 5,200 | ||||||||
Interest Expense [Member] | Senior Secured Credit Facility [Member] | |||||||||
Quarterly Financial Information Disclosure [Line Items] | |||||||||
Deferred debt issuance cost written off with existing Credit Facility | $ 1,400 |
Schedule II - Valuation And Qua
Schedule II - Valuation And Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation And Qualifying Accounts [Abstract] | |||
Beginning Balance | $ 31,266 | $ 36,047 | $ 54,252 |
Charged to Expenses/Against Revenue | 11,039 | 8,089 | 9,592 |
Deferred Revenue Reclassification | 616 | (363) | (5,340) |
Write-Offs, Net of Recoveries | (10,251) | (12,507) | (22,457) |
Ending Balance | $ 32,670 | $ 31,266 | $ 36,047 |