Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MDRX | |
Entity Registrant Name | ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | |
Entity Central Index Key | 1,124,804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 181,464,603 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 104,391 | $ 96,610 |
Accounts receivable, net of allowance of $35,260 and $32,670 as of March 31, 2017 and December 31, 2016, respectively | 414,613 | 405,172 |
Prepaid expenses and other current assets | 108,157 | 102,551 |
Total current assets | 627,161 | 604,333 |
Available for sale marketable securities | 74,400 | 149,100 |
Fixed assets, net | 153,197 | 148,810 |
Software development costs, net | 175,371 | 163,879 |
Intangible assets, net | 720,417 | 741,403 |
Goodwill | 1,928,358 | 1,924,052 |
Deferred taxes, net | 3,031 | 2,791 |
Other assets | 117,083 | 97,791 |
Total assets | 3,799,018 | 3,832,159 |
Current liabilities: | ||
Accounts payable | 131,149 | 126,144 |
Accrued expenses | 69,496 | 86,135 |
Accrued compensation and benefits | 55,231 | 64,291 |
Deferred revenue | 412,620 | 363,772 |
Current maturities of long-term debt | 18,277 | 15,158 |
Non-recourse current maturities of long-term debt - Netsmart | 2,456 | 2,451 |
Current maturities of capital lease obligations | 9,159 | 9,126 |
Total current liabilities | 698,388 | 667,077 |
Long-term debt | 712,676 | 717,853 |
Non-recourse long-term debt - Netsmart | 576,673 | 576,918 |
Long-term capital lease obligations | 8,696 | 9,877 |
Deferred revenue | 18,008 | 18,009 |
Deferred taxes, net | 140,040 | 141,752 |
Other liabilities | 56,913 | 39,787 |
Total liabilities | 2,211,394 | 2,171,273 |
Redeemable convertible non-controlling interest - Netsmart | 398,648 | 387,685 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of March 31, 2017 and December 31, 2016; 268,951 and 181,464 shares issued and outstanding as of March 31, 2017, respectively; 267,997 and 180,510 shares issued and outstanding as of December 31, 2016, respectively | 2,690 | 2,680 |
Treasury stock: at cost, 87,487 shares as of March 31, 2017 and December 31, 2016 | (310,993) | (310,993) |
Additional paid-in capital | 1,784,801 | 1,789,959 |
Accumulated deficit | (194,521) | (187,351) |
Accumulated other comprehensive loss | (134,189) | (61,829) |
Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity | 1,147,788 | 1,232,466 |
Non-controlling interest | 41,188 | 40,735 |
Total stockholders’ equity | 1,188,976 | 1,273,201 |
Total liabilities and stockholders’ equity | $ 3,799,018 | $ 3,832,159 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 35,260 | $ 32,670 |
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 | 268,951,000 | 267,997,000 |
Common stock, shares outstanding | 181,464,000 | 180,510,000 |
Treasury stock at cost, shares | 87,487,000 | 87,487,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Software delivery, support and maintenance | $ 272,458 | $ 229,158 |
Client services | 141,017 | 116,400 |
Total revenue | 413,475 | 345,558 |
Cost of revenue: | ||
Software delivery, support and maintenance | 83,397 | 75,169 |
Client services | 124,939 | 100,859 |
Amortization of software development and acquisition-related assets | 26,487 | 17,632 |
Total cost of revenue | 234,823 | 193,660 |
Gross profit | 178,652 | 151,898 |
Selling, general and administrative expenses | 110,845 | 84,153 |
Research and development | 49,232 | 47,037 |
Asset impairment charges | 0 | 4,650 |
Amortization of intangible and acquisition-related assets | 7,312 | 4,162 |
Income from operations | 11,263 | 11,896 |
Interest expense | (20,180) | (6,969) |
Other income, net | 239 | 366 |
Equity in net income (loss) of unconsolidated investments | 285 | (2,603) |
(Loss) income before income taxes | (8,393) | 2,690 |
Income tax provision | (172) | (563) |
Net (loss) income | (8,565) | 2,127 |
Less: Net income attributable to non-controlling interests | (453) | (78) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,962) | 0 |
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (19,980) | $ 2,049 |
(Loss) earnings per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.11) | $ 0.01 |
(Loss) earnings per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.11) | $ 0.01 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net (loss) income | $ (8,565) | $ 2,127 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 1,515 | 744 |
Change in unrealized (loss) gain on available for sale securities | (74,702) | 0 |
Change in fair value of derivatives qualifying as cash flow hedges | 1,348 | 441 |
Other comprehensive (loss) income before income tax expense | (71,839) | 1,185 |
Income tax expense related to items in other comprehensive loss | (521) | (174) |
Total other comprehensive (loss) income | (72,360) | 1,011 |
Comprehensive (loss) income | (80,925) | 3,138 |
Less: Comprehensive income attributable to non-controlling interests | (453) | (78) |
Comprehensive (loss) income, net | $ (81,378) | $ 3,060 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (8,565) | $ 2,127 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 49,694 | 34,452 |
Stock-based compensation expense | 7,946 | 9,919 |
Excess tax benefits from stock-based compensation | 0 | (197) |
Deferred taxes | (1,570) | (362) |
Asset impairment charges | 0 | 4,650 |
Equity in net (income) loss of unconsolidated investments | (285) | 2,603 |
Other losses, net | 1,240 | 456 |
Changes in operating assets and liabilities (net of businesses acquired): | ||
Accounts receivable, net | (8,010) | (12,250) |
Prepaid expenses and other assets | (4,464) | (1,815) |
Accounts payable | 2,869 | 16,997 |
Accrued expenses | (5,567) | (5,165) |
Accrued compensation and benefits | (5,501) | (24,929) |
Deferred revenue | 48,687 | 49,393 |
Other liabilities | (997) | 54 |
Net cash provided by operating activities | 75,477 | 75,933 |
Cash flows from investing activities: | ||
Capital expenditures | (14,524) | (7,752) |
Capitalized software | (34,011) | (15,134) |
Cash paid for business acquisitions, net of cash acquired | (3,975) | 0 |
Purchases of equity securities, other investments and related intangible assets | 0 | (500) |
Proceeds received from sale of fixed assets | 0 | 11 |
Net cash used in investing activities | (52,510) | (23,375) |
Cash flows from financing activities: | ||
Proceeds from sale or issuance of common stock | 0 | 5 |
Excess tax benefits from stock-based compensation | 0 | 197 |
Taxes paid related to net share settlement of equity awards | (5,864) | (4,146) |
Payments of capital lease obligations | (3,015) | (239) |
Credit facility payments | (86,726) | (28,164) |
Credit facility borrowings, net of issuance costs | 80,000 | 0 |
Repurchase of common stock | 0 | (37,517) |
Net cash used in financing activities | (15,605) | (69,864) |
Effect of exchange rate changes on cash and cash equivalents | 419 | 549 |
Net increase (decrease) in cash and cash equivalents | 7,781 | (16,757) |
Cash and cash equivalents, beginning of period | 96,610 | 116,873 |
Cash and cash equivalents, end of period | 104,391 | 100,116 |
Supplemental non-cash information: | ||
Accretion of redemption preference on redeemable convertible non-controlling interest in Netsmart | 10,962 | 0 |
Obligations to enter into capital leases | $ 1,407 | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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. Unaudited Interim Financial Information The unaudited interim consolidated financial statements as of and for the three months ended March 31, 2017 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016 (our “Form 10-K”). Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Share-Based Payment Accounting In 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 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 continuing to work 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, software-as-a-service-based offerings, professional services, electronic data interchange services, and managed services 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 as required under the 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 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. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations 2017 Business Combinations Asset Purchase Agreement with Third Party On March 31, 2017, Netsmart (as defined below) entered into an Asset Purchase Agreement with a third party, for an aggregate cash consideration of $4.0 million to acquire intellectual property, certain contractual relationships and certain associates. This transaction will be accounted for as a business combination. The preliminary allocation of the fair value of the consideration transferred has not been completed given the timing of this transaction. This purchase expands Netsmart’s presence in its current markets. 2016 Business Combinations Update Formation of Joint Business Entity and Acquisition of Netsmart, Inc. On March 20, 2016, we entered into a Contribution and Investment Agreement with GI Netsmart Holdings LLC, a Delaware limited liability company (“GI Partners”), to form a joint business entity to which we contributed our Homecare TM TM 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. During the three months ended March 31, 2017, we finalized the allocation of the fair value of the consideration transferred and recorded a measurement period adjustment of $0.1 million related to the fair value of liabilities with an offset in the residual allocation to goodwill. Supplemental Information The supplemental pro forma results below for the three months ended March 31, 2016 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 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. The supplemental pro forma results were also adjusted to exclude acquisition-related and transaction costs incurred during this period. The effects of transactions between Allscripts and Netsmart during the periods presented have been eliminated in the supplemental pro forma data. The consolidated statement of operations for the three months ended March 31, 2016 does not include any actual revenue and earnings from Netsmart or HealthMEDX since these acquisitions were completed on April 19, 2016 and October 27, 2016, respectively. The below supplemental pro forma data for the combined entity is presented under the assumption that both of these acquisitions occurred on January 1, 2015: (In thousands, except per share amounts) Three Months Ended March 31, 2016 Supplemental pro forma data for combined entity: Revenue $ 401,334 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (14,996 ) Loss per share, basic and diluted $ (0.08 ) |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | 3. Fair Value Measurements and Investments 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. Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Our Level 2 derivative financial instruments include foreign currency forward contracts valued based upon observable values of spot and forward foreign currency exchange rates. Refer to Note 10, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. Level 3: Unobservable inputs that are significant to the fair value of the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Our Level 3 financial instruments include derivative financial instruments comprising the 1.25% Call Option asset and the 1.25% embedded cash conversion option liability that are not actively traded. These derivative instruments were designed with the intent that changes in their fair values would substantially offset, with limited net impact to our earnings. Therefore, we believe the sensitivity of changes in the unobservable inputs to the option pricing model for these instruments is substantially mitigated. Refer to Note 10, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. Our Level 3 financial instruments also include a third party non-marketable convertible note and Netsmart’s stock-based compensation liability. Refer to Note 4, “Stockholders’ Equity,” for further information regarding Netsmart’s stock-based compensation liability. The sensitivity of changes in the unobservable inputs to the valuation pricing model used to value these instruments 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 March 31, 2017 December 31, 2016 (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 $ 74,400 $ 0 $ 0 $ 74,400 $ 149,100 $ 0 $ 0 $ 149,100 Non-marketable convertible note Other assets 0 0 1,154 1,154 0 0 1,156 1,156 1.25% Call Option Other assets 0 0 34,685 34,685 0 0 17,080 17,080 1.25% Embedded cash conversion option Other liabilities 0 0 (35,562 ) (35,562 ) 0 0 (17,659 ) (17,659 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 2,369 0 2,369 0 1,021 0 1,021 Fair value of stock-based compensation liability - Netsmart Accrued compensation and benefits 0 0 (2,205 ) (2,205 ) 0 0 (5,806 ) (5,806 ) Total $ 74,400 $ 2,369 $ (1,928 ) $ 74,841 $ 149,100 $ 1,021 $ (5,229 ) $ 144,892 Investments The following table summarizes our equity investments which are included in other assets in the accompanying consolidated balance sheet: Number of Investees Original Carrying Value at (In thousands) at March 31, 2017 Investment March 31, 2017 December 31, 2016 Equity method investments (1) 3 $ 1,658 $ 3,722 $ 2,436 Cost method investments 5 29,961 26,011 26,041 Total equity investments 8 $ 31,619 $ 29,733 $ 28,477 (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. As of March 31, 2017, 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. Long-Term Financial Liabilities Our long-term financial liabilities include amounts outstanding under our senior secured credit facility and Netsmart’s Credit Agreements (as defined in Note 8, “Debt”), with carrying values that approximate fair value since the interest rates approximate current market rates. In addition, the carrying amount of our 1.25% Cash Convertible Senior Notes (the “1.25% Notes”) approximates fair value as March 31, 2017, since the effective interest rate on the 1.25% Notes approximates current market rates. See Note 8, “Debt,” for further information regarding our long-term financial liabilities. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | 4. Stockholders' Equity Stock-based Compensation Expense Stock-based compensation expense recognized during the three months ended March 31, 2017 and 2016 is included in our consolidated statements of operations as shown in the below table. Stock-based compensation expense includes both non-cash expense related to grants of stock-based awards as well as cash expense related to the employee discount applied to purchases of our common stock under our employee stock purchase plan. In addition, the three months ended March 31, 2017 includes stock-based compensation expense related to Netsmart’s time-based liability classified option awards. No stock-based compensation costs were capitalized during the three months ended March 31, 2017 and 2016. Three Months Ended March 31, (In thousands) 2017 2016 Cost of revenue: Software delivery, support and maintenance $ 1,125 $ 1,169 Client services 1,572 1,490 Total cost of revenue 2,697 2,659 Selling, general and administrative expenses 3,550 5,166 Research and development 2,589 2,576 Total stock-based compensation expense $ 8,836 $ 10,401 Allscripts Long-Term Incentive Plan We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize the expense for service-based share awards over the requisite service period on a straight-line basis, net of estimated forfeitures. We recognize the expense for performance-based and market-based share awards over the vesting period under the accelerated attribution method, net of estimated forfeitures. In addition, we recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. The fair value of service-based restricted stock units is measured at the underlying closing share price of our common stock on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. No stock options were granted during the three months ended March 31, 2017 and 2016. We granted stock-based awards as follows: Three Months Ended March 31, 2017 Weighted-Average Grant Date (In thousands, except per share amounts) Shares Fair Value Service-based restricted stock units 1,769 $ 12.41 Performance-based restricted stock units with a service condition 572 $ 11.93 Market-based restricted stock units with a service condition 572 $ 13.40 2,913 $ 12.51 During the three months ended March 31, 2017 and the year ended December 31, 2016, 1.0 million and 1.5 million shares of common stock, respectively, were issued in connection with the exercise of options and the release of restrictions on stock awards. Net Share-settlements Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. The majority of restricted stock units and awards that vested during the three months ended March 31, 2017 and year ended December 31, 2016 were net-share settled such that we withheld shares with fair value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Total payments for the employees' minimum statutory tax obligations to the taxing authorities are reflected as a financing activity within the accompanying consolidated statements of cash flows. The total shares withheld for the three months ended March 31, 2017 and 2016 were 494 thousand and 323 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. Netsmart Stock-based Compensation Expense Stock-based compensation expense (benefit) related to Netsmart’s time-based liability classified option awards was included in the following categories in our consolidated statements of operations: (In thousands) Three Months Ended March 31, 2017 Cost of revenue: Software delivery, support and maintenance $ (35 ) Client services (81 ) Total cost of revenue (116 ) Selling, general and administrative expenses (3,337 ) Research and development (91 ) Total stock-based compensation expense (benefit) $ (3,544 ) At March 31, 2017, the liability for outstanding awards was $2.2 No option unit awards were granted by Netsmart during the three months ended March 31, 2017. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 5. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average shares of common stock outstanding. For purposes of calculating diluted earnings (loss) per share, the denominator includes both the weighted average shares of common stock outstanding and dilutive common stock equivalents. Dilutive common stock equivalents consist of stock options, restricted stock unit awards and warrants calculated under the treasury stock method. The calculations of earnings (loss) per share are as follows: Three Months Ended March 31, (In thousands, except per share amounts) 2017 2016 Basic (Loss) Earnings per Common Share: Net (loss) income $ (8,565 ) $ 2,127 Less: Net income attributable to non-controlling interests $ (453 ) $ (78 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (10,962 ) $ 0 Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (19,980 ) $ 2,049 Weighted-average common shares outstanding 180,767 188,561 Basic (Loss) Earnings per Common Share $ (0.11 ) $ 0.01 Diluted (Loss) Earnings per Common Share: Net (loss) income $ (8,565 ) $ 2,127 Less: Net income attributable to non-controlling interests $ (453 ) $ (78 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (10,962 ) $ 0 Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (19,980 ) $ 2,049 Weighted-average common shares outstanding 180,767 188,561 Dilutive effect of stock options, restricted stock unit awards and warrants 0 2,180 Weighted-average common shares outstanding assuming dilution 180,767 190,741 Diluted (Loss) Earnings per Common Share $ (0.11 ) $ 0.01 As a result of the net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders for the three months ended March 31, 2017, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for that period, since the inclusion of any stock equivalents would be anti-dilutive. The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended March 31, (In thousands) 2017 2016 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 26,689 25,201 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: March 31, 2017 December 31, 2016 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 627,902 $ (361,484 ) $ 266,418 $ 627,819 $ (347,477 ) $ 280,342 Customer contracts and relationships 813,288 (438,289 ) 374,999 813,021 (430,960 ) 382,061 Total $ 1,441,190 $ (799,773 ) $ 641,417 $ 1,440,840 $ (778,437 ) $ 662,403 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 79,000 Goodwill 1,928,358 1,924,052 Total $ 2,007,358 $ 2,003,052 Changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2017 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2016 $ 843,837 $ 404,875 $ 675,340 $ 1,924,052 Other additions 0 0 4,039 4,039 Foreign exchange translation 267 0 0 267 Balance as of March 31, 2017 $ 844,104 $ 404,875 $ 679,379 $ 1,928,358 There were no accumulated impairment losses associated with our goodwill as of March 31, 2017 or December 31, 2016. Other additions during the three months ended March 31, 2017 relate to goodwill arising from Netsmart’s Purchase Agreement with a third party and a $0.1 million measurement period adjustment related to the acquisition of HealthMEDX. Refer to Note 2, “Business Combinations,” for additional information regarding these transactions. |
Asset Impairment Charges
Asset Impairment Charges | 3 Months Ended |
Mar. 31, 2017 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges | 7. Asset Impairment Charges We incurred the following asset impairment charges: Three Months Ended March 31, (In thousands) 2017 2016 Asset impairment charges $ 0 $ 4,650 During the first quarter of 2016, we incurred non-cash asset impairment charges which 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. There were no asset impairment charges during the first quarter of 2017. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding, excluding capital leases, consisted of the following: March 31, 2017 December 31, 2016 (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 $ 45,941 $ 299,059 $ 345,000 $ 49,186 $ 295,814 Senior Secured Credit Facility 436,250 4,356 431,894 441,875 4,691 437,184 Netsmart Non-Recourse Debt: First Lien Term Loan 431,837 11,178 420,659 432,925 11,655 421,270 Second Lien Term Loan 167,000 8,530 158,470 167,000 8,901 158,099 Other debt 0 0 0 13 0 13 Total debt $ 1,380,087 $ 70,005 $ 1,310,082 $ 1,386,813 $ 74,433 $ 1,312,380 Less: debt payable within one year - excluding Netsmart 18,750 473 18,277 15,638 480 15,158 Less: debt payable within one year - Netsmart 4,351 1,895 2,456 4,351 1,900 2,451 Total long-term debt, less current maturities $ 1,356,986 $ 67,637 $ 1,289,349 $ 1,366,824 $ 72,053 $ 1,294,771 Interest expense consisted of the following: Three Months Ended March 31, (In thousands) 2017 2016 Interest expense $ 4,834 $ 3,538 Amortization of discounts and debt issuance costs 3,581 3,431 Netsmart: Interest expense (1) 10,917 0 Amortization of discounts and debt issuance costs 848 0 Total interest expense $ 20,180 $ 6,969 (1) Includes interest expense related to capital leases. Interest expense related to the 1.25% Notes was comprised of the following: Three Months Ended March 31, (In thousands) 2017 2016 Coupon interest at 1.25% $ 1,078 $ 1,078 Amortization of discounts and debt issuance costs 3,246 3,108 Total interest expense related to the 1.25% Notes $ 4,324 $ 4,186 Allscripts Senior Secured Credit Facility As of March 31, 2017, $231.3 million under a term loan, $205.0 million under our revolving credit facility, and $0.8 million in letters of credit were outstanding under our senior secured credit facility. As of March 31, 2017, the interest rate on the borrowings under our senior secured credit facility was LIBOR plus 2.00%, which totaled 2.98%. We were in compliance with all covenants under the senior secured credit facility agreement as of March 31, 2017. As of March 31, 2017, we had $344.2 million available, net of outstanding letters of credit, under our revolving credit facility. There can be no assurance that we will be able to draw on the full available balance of our revolving credit facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. As of March 31, 2017, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount. As of March 31, 2017, $431.8 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 (collectively, the “Credit Agreements”). As of March 31, 2017, the interest rate on the borrowings under the Netsmart First Lien Term Loan was Adjusted LIBO plus 4.50%, which totaled 5.65%, and the Netsmart Revolving Facility was Adjusted LIBO plus 4.75%, which totaled 7.75%. As of March 31, 2017, the interest rate on the borrowings under the Netsmart Second Lien Term Loan was Adjusted LIBO plus 9.50%, which totaled 10.55%. Netsmart was in compliance with all covenants under its Credit Agreements as of March 31, 2017. As of March 31, 2017, Netsmart had $48.5 million available, net of outstanding letters of credit, under the Netsmart Revolving Facility. There can be no assurance that Netsmart will be able to draw on the full available balance of the Netsmart Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. The following table summarizes our future payment obligations under our debt as of March 31, 2017: (In thousands) Total Remainder of 2017 2018 2019 2020 2021 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 345,000 $ 0 $ 0 Term Loan 231,250 12,500 28,125 40,625 150,000 0 0 Revolving Facility (2) 205,000 0 0 0 205,000 0 0 Netsmart Non-Recourse Debt (2) First Lien Term Loan 431,837 3,263 4,351 4,351 4,351 4,351 411,170 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Total debt $ 1,380,087 $ 15,763 $ 32,476 $ 44,976 $ 704,351 $ 4,351 $ 578,170 (1) (2) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes We account for income taxes under FASB Accounting Standards Codification 740, Income Taxes Three Months Ended March 31, (In thousands) 2017 2016 (Loss) income before income taxes $ (8,393 ) $ 2,690 Income tax provision $ (172 ) $ (563 ) Effective tax rate (2.0 %) 20.9 % Our provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate due primarily to valuation allowance, permanent differences, income attributable to foreign jurisdictions taxed at lower rates, state taxes, tax credits and certain discrete items. Our effective tax rate for the three months ended March 31, 2017, compared with the prior year comparable period, differs primarily due to the tax impact of foreign dividends recorded in the three months ended March 31, 2016. In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available evidence, including scheduled reversals of deferred tax liabilities, tax-planning strategies, and results of recent operations. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). Due to the level of forecasted operating income for the year ending December 31, 2017, applied to a pre-tax loss for the three months ended March 31, 2017, we recorded $2.4 million of valuation allowance during the three months ended March 31, 2017 related to deferred tax assets associated with net operating loss carryforwards. Effective January 1, 2017, we adopted ASU 2016-09. The guidance in ASU 2016-09, among other things, 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 as a discrete item in the period in which they occur. In the three months ended March 31, 2017, we recorded $1.4 million of tax expense for awards in which the compensation cost recorded was higher than the tax deductions for the awards. We recorded an offsetting release of valuation allowance in the quarter of $1.4 million, the effect of which has already been included in the valuation allowance amount recorded in the three months ended March 31, 2017 noted above. ASU 2016-09 requires entities to recognize excess tax benefits, regardless of whether the tax deduction reduces taxes payable. As part of adopting the new standard, we recorded a gross cumulative effect adjustment of $5.6 million to the opening balance of retained earnings to create a deferred tax asset to recognize excess tax benefits not previously recorded. The net increase to retained earnings was $1.8 million due to the recognition of a corresponding valuation allowance of $3.8 million. Our unrecognized income tax benefits were $12.2 million and $11.4 million as of March 31, 2017 and December 31, 2016, respectively. If any portion of our unrecognized tax benefits is recognized, it could impact our effective tax rate. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations, and changes in tax law. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10. Derivative Financial Instruments The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: March 31, 2017 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 $ 2,369 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 34,685 N/A 1.25% Embedded cash conversion option N/A Other liabilities 35,562 Total derivatives $ 37,054 $ 35,562 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 N/A – We define “N/A” as disclosure not being applicable Foreign Exchange Contracts We have 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 March 31, 2017, there were 21 forward contracts outstanding that were staggered to mature monthly starting in April 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 March 31, 2017, the notional amounts of outstanding forward contracts ranged from 25 million to 120 million INR, or the equivalent of $0.4 million to $1.9 million, based on the exchange rate between the United States dollar and the INR in effect as of March 31, 2017. These amounts also approximate the ranges of forecasted future INR expenses we target to hedge in any one month in the future. The critical terms of the forward contracts and the related hedged forecasted future expenses matched and allowed us to designate the forward contracts as highly effective cash flow hedges. The effective portion of the change in fair value is initially recorded in accumulated other comprehensive loss (“AOCI”) and subsequently reclassified to income in the period in which the cash flows from the associated hedged transactions affect income. Any ineffective portion of the change in fair value of the cash flow hedges is recognized in current period income. During the three months ended March 31, 2017, 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 March 31, 2017, we estimate that $2.1 million of net unrealized derivative gains included in AOCI will be reclassified into income within the next twelve months. The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended March 31, 2017 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended March 31, 2017 Foreign exchange contracts $ 1,873 Cost of Revenue $ 178 Selling, general and administrative expenses 137 Research and development $ 210 Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended March 31, 2016 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended March 31, 2016 Foreign exchange contracts $ 342 Cost of Revenue $ (31 ) Selling, general and administrative expenses (25 ) Research and development $ (43 ) 1.25% Call Option In June 2013, concurrent with the issuance of the 1.25% Notes, we entered into privately negotiated hedge transactions with certain of the initial purchasers of the 1.25% Notes (collectively, the “1.25% Call Option”). Assuming full performance by the counterparties, the 1.25% Call Option is intended to offset cash payments in excess of the principal amount due upon any conversion of the 1.25% Notes. The 1.25% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment (due to the cash settlement features) until the 1.25% Call Option settles or expires. The 1.25% Call Option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the 1.25% Call Option, refer to Note 3, “Fair Value Measurements and Investments.” The 1.25% Call Option does not qualify for hedge accounting treatment. Therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of operations in Other income, net. Because the terms of the 1.25% Call Option are substantially similar to those of the 1.25% Notes embedded cash conversion option, discussed below, we expect the net effect of those two derivative instruments on our earnings to be minimal. 1.25% Notes Embedded Cash Conversion Option The embedded cash conversion option within the 1.25% Notes is required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of operations in Other income, net until the cash conversion option settles or expires. The initial fair value liability of the embedded cash conversion option was $82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). The embedded cash conversion option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the embedded cash conversion option, refer to Note 3, “Fair Value Measurements and Investments.” The following table shows the net impact of the changes in fair values of the 1.25% Call Option and the 1.25% Notes’ embedded cash conversion option in the consolidated statements of operations: Three Months Ended March 31, (In thousands) 2017 2016 1.25% Call Option $ 17,605 $ (31,203 ) 1.25% Embedded cash conversion option (17,903 ) 31,393 Net gain (loss) included in other income, net $ (298 ) $ 190 |
Other Comprehensive Income
Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Other Comprehensive Income | 11. Other Comprehensive Income Accumulated Other Comprehensive Loss Changes in the balances of each component included in AOCI are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Losses on Available for Sale Securities (1) Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2016 (2) $ (6,028 ) $ (56,420 ) $ 619 $ (61,829 ) Other comprehensive (loss) income before reclassifications 1,515 (74,701 ) 1,146 (72,040 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 (320 ) (320 ) Net other comprehensive (loss) income 1,515 (74,701 ) 826 (72,360 ) Balance as of March 31, 2017 (3) $ (4,513 ) $ (131,121 ) $ 1,445 $ (134,189 ) (1) (2) Net of taxes of $402 thousand for unrealized net gains on foreign exchange contract derivatives and $61 thousand for unrealized net losses on available for sale securities. (3) Net of taxes of $924 thousand for unrealized net gains on foreign exchange contract derivatives and $60 thousand for unrealized net losses on available for sale securities. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Available for Sale Securities Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2015 (1) $ (4,500 ) $ 0 $ 258 $ (4,242 ) Other comprehensive income before reclassifications 744 0 207 951 Net losses reclassified from accumulated other comprehensive loss 0 0 60 60 Net other comprehensive income 744 0 267 1,011 Balance as of March 31, 2016 (2) $ (3,756 ) $ 0 $ 525 $ (3,231 ) (1) (2) Net of taxes of $ Income Tax Effects Related to Components of Other Comprehensive Income (Loss) The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended March 31, 2017 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ 1,515 $ 0 $ 1,515 $ 744 $ 0 $ 744 Available for sale securities: Net gain arising during the period (74,702 ) 1 (74,701 ) 0 0 0 Net gain reclassified into income 0 0 0 0 0 0 Net change in unrealized losses on available for sale securities (74,702 ) 1 (74,701 ) 0 0 0 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net (losses) gains arising during the period 1,873 (727 ) 1,146 342 (135 ) 207 Net (gains) losses reclassified into income (525 ) 205 (320 ) 99 (39 ) 60 Net change in unrealized (losses) gains on foreign exchange contracts 1,348 (522 ) 826 441 (174 ) 267 Net (loss) gain on cash flow hedges 1,348 (522 ) 826 441 (174 ) 267 Other comprehensive (loss) income $ (71,839 ) $ (521 ) $ (72,360 ) $ 1,185 $ (174 ) $ 1,011 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 12. Contingencies In addition to commitments and obligations in the ordinary course of business, we are currently subject to various legal proceedings and claims that have not been fully adjudicated, certain of which are discussed below. We intend to vigorously defend ourselves in these matters. No less than quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. The outcome of legal proceedings is inherently uncertain, and we may incur substantial defense costs and expenses defending any of these matters. If one or more of these legal proceedings were resolved against us in a reporting period for amounts in excess of our management’s expectations, our consolidated financial statements for that reporting period could be materially adversely affected. Additionally, the resolution of a legal proceeding against us could prevent us from offering our products and services to current or prospective clients, which could further adversely affect our operating results. In the opinion of our management, based on the information currently available, there was not at least a reasonable possibility that we may have incurred any material loss, or any material loss in excess of a recorded accrual, with respect to the following matters. Our management will continue to evaluate the potential exposure related to these matters in future periods. On September 14, 2010, Pegasus Imaging Corporation filed a complaint against us in the Circuit Court of the Thirteenth Judicial Circuit of the State of Florida in and for Hillsborough County, Florida, which we transferred to the Special Superior Court for Complex Business Cases. The lawsuit also named former officers Jeffrey Amrein and John Reinhart as defendants. The amended complaint added two defunct Florida corporations that did business with us, and asserted causes of action against defendants for fraudulent misrepresentations, negligent misrepresentations and deceptive and unfair trade practices under Florida law, allegedly arising from previous business dealings between the plaintiff and Advanced Imaging Concepts, Inc., a software company that we acquired in August 2003, and from our testing of a software development toolkit pursuant to a free trial license from the plaintiff in approximately 1999. On April 16, 2013, the plaintiff filed a Second Amended Complaint adding claims against us for breach of contract, fraud and negligence. On June 27, 2013, we filed our First Amended Answer, Defenses, and Counterclaims to the plaintiff’s Second Amended Complaint, denying all material allegations, and asserting counterclaims against the plaintiff for breach of two license agreements, breach of warranty, breach of a settlement and arbitration agreement and three counts of negligent misrepresentation. On July 7, 2014, the Court granted our motion for summary judgment on the plaintiff’s claim of unfair trade practices under Florida law and our motion for summary judgment as to the aforementioned defunct corporations, and granted the plaintiff’s motion for summary judgment on our counterclaims. In April 2017, the parties settled all of their remaining claims and agreed that the case will be dismissed without prejudice. 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. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2017 | |
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. As of March 31, 2017, we had seven operating segments, which are aggregated into three reportable segments. The Clinical and Financial Solutions reportable segment includes the Ambulatory, Hospitals and Health Systems, previously named “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: 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 Three Months Ended March 31, (In thousands) 2017 2016 Revenue: Clinical and Financial Solutions $ 280,455 $ 271,443 Population Health 59,062 55,055 Netsmart 73,007 0 Unallocated Amounts 951 19,060 Total revenue $ 413,475 $ 345,558 Gross Profit: Clinical and Financial Solutions $ 113,718 $ 114,021 Population Health 41,813 40,040 Netsmart 34,574 0 Unallocated Amounts (11,453 ) (2,163 ) Total gross profit $ 178,652 $ 151,898 Income (loss) from operations: Clinical and Financial Solutions $ 54,986 $ 60,838 Population Health 28,545 24,890 Netsmart 8,929 0 Unallocated Amounts (81,197 ) (73,832 ) Total income from operations $ 11,263 $ 11,896 |
Basis of Presentation and Sig20
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited interim consolidated financial statements as of and for the three months ended March 31, 2017 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016 (our “Form 10-K”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Share-Based Payment Accounting In 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 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 continuing to work 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, software-as-a-service-based offerings, professional services, electronic data interchange services, and managed services 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 as required under the 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 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. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Proforma Results | The consolidated statement of operations for the three months ended March 31, 2016 does not include any actual revenue and earnings from Netsmart or HealthMEDX since these acquisitions were completed on April 19, 2016 and October 27, 2016, respectively. The below supplemental pro forma data for the combined entity is presented under the assumption that both of these acquisitions occurred on January 1, 2015: (In thousands, except per share amounts) Three Months Ended March 31, 2016 Supplemental pro forma data for combined entity: Revenue $ 401,334 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (14,996 ) Loss per share, basic and diluted $ (0.08 ) |
Fair Value Measurements and I22
Fair Value Measurements and Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: Balance Sheet March 31, 2017 December 31, 2016 (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 $ 74,400 $ 0 $ 0 $ 74,400 $ 149,100 $ 0 $ 0 $ 149,100 Non-marketable convertible note Other assets 0 0 1,154 1,154 0 0 1,156 1,156 1.25% Call Option Other assets 0 0 34,685 34,685 0 0 17,080 17,080 1.25% Embedded cash conversion option Other liabilities 0 0 (35,562 ) (35,562 ) 0 0 (17,659 ) (17,659 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 2,369 0 2,369 0 1,021 0 1,021 Fair value of stock-based compensation liability - Netsmart Accrued compensation and benefits 0 0 (2,205 ) (2,205 ) 0 0 (5,806 ) (5,806 ) Total $ 74,400 $ 2,369 $ (1,928 ) $ 74,841 $ 149,100 $ 1,021 $ (5,229 ) $ 144,892 |
Summary of Equity Investments Included in Other Assets | The following table summarizes our equity investments which are included in other assets in the accompanying consolidated balance sheet: Number of Investees Original Carrying Value at (In thousands) at March 31, 2017 Investment March 31, 2017 December 31, 2016 Equity method investments (1) 3 $ 1,658 $ 3,722 $ 2,436 Cost method investments 5 29,961 26,011 26,041 Total equity investments 8 $ 31,619 $ 29,733 $ 28,477 (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. As of March 31, 2017, 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. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Capital Unit [Line Items] | |
Stock-Based Compensation Expense (Benefit) | Three Months Ended March 31, (In thousands) 2017 2016 Cost of revenue: Software delivery, support and maintenance $ 1,125 $ 1,169 Client services 1,572 1,490 Total cost of revenue 2,697 2,659 Selling, general and administrative expenses 3,550 5,166 Research and development 2,589 2,576 Total stock-based compensation expense $ 8,836 $ 10,401 |
Stock-Based Awards Granted | We granted stock-based awards as follows: Three Months Ended March 31, 2017 Weighted-Average Grant Date (In thousands, except per share amounts) Shares Fair Value Service-based restricted stock units 1,769 $ 12.41 Performance-based restricted stock units with a service condition 572 $ 11.93 Market-based restricted stock units with a service condition 572 $ 13.40 2,913 $ 12.51 |
Netsmart [Member] | |
Capital Unit [Line Items] | |
Stock-Based Compensation Expense (Benefit) | Stock-based compensation expense (benefit) related to Netsmart’s time-based liability classified option awards was included in the following categories in our consolidated statements of operations: (In thousands) Three Months Ended March 31, 2017 Cost of revenue: Software delivery, support and maintenance $ (35 ) Client services (81 ) Total cost of revenue (116 ) Selling, general and administrative expenses (3,337 ) Research and development (91 ) Total stock-based compensation expense (benefit) $ (3,544 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: Three Months Ended March 31, (In thousands, except per share amounts) 2017 2016 Basic (Loss) Earnings per Common Share: Net (loss) income $ (8,565 ) $ 2,127 Less: Net income attributable to non-controlling interests $ (453 ) $ (78 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (10,962 ) $ 0 Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (19,980 ) $ 2,049 Weighted-average common shares outstanding 180,767 188,561 Basic (Loss) Earnings per Common Share $ (0.11 ) $ 0.01 Diluted (Loss) Earnings per Common Share: Net (loss) income $ (8,565 ) $ 2,127 Less: Net income attributable to non-controlling interests $ (453 ) $ (78 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ (10,962 ) $ 0 Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (19,980 ) $ 2,049 Weighted-average common shares outstanding 180,767 188,561 Dilutive effect of stock options, restricted stock unit awards and warrants 0 2,180 Weighted-average common shares outstanding assuming dilution 180,767 190,741 Diluted (Loss) Earnings per Common Share $ (0.11 ) $ 0.01 |
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share | The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended March 31, (In thousands) 2017 2016 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 26,689 25,201 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: March 31, 2017 December 31, 2016 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 627,902 $ (361,484 ) $ 266,418 $ 627,819 $ (347,477 ) $ 280,342 Customer contracts and relationships 813,288 (438,289 ) 374,999 813,021 (430,960 ) 382,061 Total $ 1,441,190 $ (799,773 ) $ 641,417 $ 1,440,840 $ (778,437 ) $ 662,403 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 79,000 Goodwill 1,928,358 1,924,052 Total $ 2,007,358 $ 2,003,052 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2017 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2016 $ 843,837 $ 404,875 $ 675,340 $ 1,924,052 Other additions 0 0 4,039 4,039 Foreign exchange translation 267 0 0 267 Balance as of March 31, 2017 $ 844,104 $ 404,875 $ 679,379 $ 1,928,358 |
Asset Impairment Charges (Table
Asset Impairment Charges (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges | We incurred the following asset impairment charges: Three Months Ended March 31, (In thousands) 2017 2016 Asset impairment charges $ 0 $ 4,650 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Instrument [Line Items] | |
Debt Outstanding Excluding Capital Leases | Debt outstanding, excluding capital leases, consisted of the following: March 31, 2017 December 31, 2016 (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 $ 45,941 $ 299,059 $ 345,000 $ 49,186 $ 295,814 Senior Secured Credit Facility 436,250 4,356 431,894 441,875 4,691 437,184 Netsmart Non-Recourse Debt: First Lien Term Loan 431,837 11,178 420,659 432,925 11,655 421,270 Second Lien Term Loan 167,000 8,530 158,470 167,000 8,901 158,099 Other debt 0 0 0 13 0 13 Total debt $ 1,380,087 $ 70,005 $ 1,310,082 $ 1,386,813 $ 74,433 $ 1,312,380 Less: debt payable within one year - excluding Netsmart 18,750 473 18,277 15,638 480 15,158 Less: debt payable within one year - Netsmart 4,351 1,895 2,456 4,351 1,900 2,451 Total long-term debt, less current maturities $ 1,356,986 $ 67,637 $ 1,289,349 $ 1,366,824 $ 72,053 $ 1,294,771 |
Interest Expense | Interest expense consisted of the following: Three Months Ended March 31, (In thousands) 2017 2016 Interest expense $ 4,834 $ 3,538 Amortization of discounts and debt issuance costs 3,581 3,431 Netsmart: Interest expense (1) 10,917 0 Amortization of discounts and debt issuance costs 848 0 Total interest expense $ 20,180 $ 6,969 (1) Includes interest expense related to capital leases. |
Summary of Future Payment Obligations under Debt | The following table summarizes our future payment obligations under our debt as of March 31, 2017: (In thousands) Total Remainder of 2017 2018 2019 2020 2021 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 345,000 $ 0 $ 0 Term Loan 231,250 12,500 28,125 40,625 150,000 0 0 Revolving Facility (2) 205,000 0 0 0 205,000 0 0 Netsmart Non-Recourse Debt (2) First Lien Term Loan 431,837 3,263 4,351 4,351 4,351 4,351 411,170 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Total debt $ 1,380,087 $ 15,763 $ 32,476 $ 44,976 $ 704,351 $ 4,351 $ 578,170 (1) (2) |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Interest Expense Related to 1.25% Notes | Interest expense related to the 1.25% Notes was comprised of the following: Three Months Ended March 31, (In thousands) 2017 2016 Coupon interest at 1.25% $ 1,078 $ 1,078 Amortization of discounts and debt issuance costs 3,246 3,108 Total interest expense related to the 1.25% Notes $ 4,324 $ 4,186 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Effective Tax Rates | Three Months Ended March 31, (In thousands) 2017 2016 (Loss) income before income taxes $ (8,393 ) $ 2,690 Income tax provision $ (172 ) $ (563 ) Effective tax rate (2.0 %) 20.9 % |
Derivative Financial Instrume29
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, 2017 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 $ 2,369 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 34,685 N/A 1.25% Embedded cash conversion option N/A Other liabilities 35,562 Total derivatives $ 37,054 $ 35,562 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 N/A – We define “N/A” as disclosure not being applicable |
Derivatives Instruments Designated as Cash Flow Hedges | The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended March 31, 2017 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended March 31, 2017 Foreign exchange contracts $ 1,873 Cost of Revenue $ 178 Selling, general and administrative expenses 137 Research and development $ 210 Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended March 31, 2016 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended March 31, 2016 Foreign exchange contracts $ 342 Cost of Revenue $ (31 ) Selling, general and administrative expenses (25 ) Research and development $ (43 ) |
Net Impact of Changes in Fair Value of Call Option and Embedded Cash Conversion Option | The following table shows the net impact of the changes in fair values of the 1.25% Call Option and the 1.25% Notes’ embedded cash conversion option in the consolidated statements of operations: Three Months Ended March 31, (In thousands) 2017 2016 1.25% Call Option $ 17,605 $ (31,203 ) 1.25% Embedded cash conversion option (17,903 ) 31,393 Net gain (loss) included in other income, net $ (298 ) $ 190 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | Changes in the balances of each component included in AOCI are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Losses on Available for Sale Securities (1) Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2016 (2) $ (6,028 ) $ (56,420 ) $ 619 $ (61,829 ) Other comprehensive (loss) income before reclassifications 1,515 (74,701 ) 1,146 (72,040 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 (320 ) (320 ) Net other comprehensive (loss) income 1,515 (74,701 ) 826 (72,360 ) Balance as of March 31, 2017 (3) $ (4,513 ) $ (131,121 ) $ 1,445 $ (134,189 ) (1) (2) Net of taxes of $402 thousand for unrealized net gains on foreign exchange contract derivatives and $61 thousand for unrealized net losses on available for sale securities. (3) Net of taxes of $924 thousand for unrealized net gains on foreign exchange contract derivatives and $60 thousand for unrealized net losses on available for sale securities. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Available for Sale Securities Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2015 (1) $ (4,500 ) $ 0 $ 258 $ (4,242 ) Other comprehensive income before reclassifications 744 0 207 951 Net losses reclassified from accumulated other comprehensive loss 0 0 60 60 Net other comprehensive income 744 0 267 1,011 Balance as of March 31, 2016 (2) $ (3,756 ) $ 0 $ 525 $ (3,231 ) (1) (2) Net of taxes of $ |
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) | The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended March 31, 2017 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ 1,515 $ 0 $ 1,515 $ 744 $ 0 $ 744 Available for sale securities: Net gain arising during the period (74,702 ) 1 (74,701 ) 0 0 0 Net gain reclassified into income 0 0 0 0 0 0 Net change in unrealized losses on available for sale securities (74,702 ) 1 (74,701 ) 0 0 0 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net (losses) gains arising during the period 1,873 (727 ) 1,146 342 (135 ) 207 Net (gains) losses reclassified into income (525 ) 205 (320 ) 99 (39 ) 60 Net change in unrealized (losses) gains on foreign exchange contracts 1,348 (522 ) 826 441 (174 ) 267 Net (loss) gain on cash flow hedges 1,348 (522 ) 826 441 (174 ) 267 Other comprehensive (loss) income $ (71,839 ) $ (521 ) $ (72,360 ) $ 1,185 $ (174 ) $ 1,011 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Three Months Ended March 31, (In thousands) 2017 2016 Revenue: Clinical and Financial Solutions $ 280,455 $ 271,443 Population Health 59,062 55,055 Netsmart 73,007 0 Unallocated Amounts 951 19,060 Total revenue $ 413,475 $ 345,558 Gross Profit: Clinical and Financial Solutions $ 113,718 $ 114,021 Population Health 41,813 40,040 Netsmart 34,574 0 Unallocated Amounts (11,453 ) (2,163 ) Total gross profit $ 178,652 $ 151,898 Income (loss) from operations: Clinical and Financial Solutions $ 54,986 $ 60,838 Population Health 28,545 24,890 Netsmart 8,929 0 Unallocated Amounts (81,197 ) (73,832 ) Total income from operations $ 11,263 $ 11,896 |
Basis of Presentation and Sig32
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
ASU 2016-09 [Member] | |
Summary Of Significant Accounting Policy [Line Items] | |
Increase in retained earnings due to the recognition of excess tax benefit after valuation allowance | $ 1.8 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Millions | Oct. 27, 2016 | Mar. 31, 2017 |
Business Acquisition [Line Items] | ||
Contribution and investment agreement date | Mar. 20, 2016 | |
Netsmart [Member] | ||
Business Acquisition [Line Items] | ||
Netsmart transaction completion date | Apr. 19, 2016 | |
HealthMEDX, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Date of acquisition | Oct. 27, 2016 | |
Business combination, aggregate consideration | $ 39.2 | |
Business combination, adjustment of fair value of liability | $ 0.1 | |
Increase in goodwill from subsequent adjustment of liability | $ 0.1 | |
Asset Purchase Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Asset purchase agreement date | Mar. 31, 2017 | |
Aggregate cash consideration to acquire intellectual property, certain contractual relationships and certain associates | $ 4 |
Pro forma Results (Detail)
Pro forma Results (Detail) - Combined Entity [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ 401,334 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (14,996) |
Loss per share, basic and diluted | $ / shares | $ (0.08) |
Summary of Financial Assets and
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | $ 74,400 | $ 149,100 |
Prepaid expenses and other current assets | 108,157 | 102,551 |
Total | 74,841 | 144,892 |
Fair Value of Stock-Based Compensation Liability - Netsmart [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued compensation and benefits | (2,205) | (5,806) |
Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 2,369 | 1,021 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (35,562) | (17,659) |
1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 34,685 | 17,080 |
Non-marketable Convertible Note [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 1,154 | 1,156 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | 74,400 | 149,100 |
Total | 74,400 | 149,100 |
Level 1 [Member] | Fair Value of Stock-Based Compensation Liability - Netsmart [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued compensation and benefits | 0 | 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 | 2,369 | 1,021 |
Level 2 [Member] | Fair Value of Stock-Based Compensation Liability - Netsmart [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued compensation and benefits | 0 | 0 |
Level 2 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 2,369 | 1,021 |
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 | (1,928) | (5,229) |
Level 3 [Member] | Fair Value of Stock-Based Compensation Liability - Netsmart [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued compensation and benefits | (2,205) | (5,806) |
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 | (35,562) | (17,659) |
Level 3 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 34,685 | 17,080 |
Level 3 [Member] | Non-marketable Convertible Note [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | $ 1,154 | $ 1,156 |
Summary of Equity Investments I
Summary of Equity Investments Included in Other Assets (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)Investment | Dec. 31, 2016USD ($) | ||
Fair Value Disclosures [Abstract] | |||
Equity method investments, Number of Investees | Investment | [1] | 3 | |
Cost method investments, Number of Investees | Investment | 5 | ||
Total equity investments, Number of Investees | Investment | 8 | ||
Equity method investments, Original Investment | [1] | $ 1,658 | |
Cost method investments, Original Investment | 29,961 | ||
Total equity investments, Original Investment | 31,619 | ||
Equity method investments, Carrying Value | 3,722 | $ 2,436 | |
Cost method investments, Carrying Value | 26,011 | 26,041 | |
Total equity investments, Carrying Value | $ 29,733 | $ 28,477 | |
[1] | Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. |
Fair Value Measurements and I37
Fair Value Measurements and Investments - Additional Information (Detail) | Mar. 31, 2017 |
1.25% Cash Convertible Senior Notes [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Interest rate | 1.25% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Class Of Stock [Line Items] | |||
Capitalized stock-based compensation costs | $ 0 | $ 0 | |
Stock options granted | 0 | 0 | |
Share issued, exercise of options and release of stock awards | 1,000,000 | 1,500,000 | |
Shares settled for tax withholding | 494,000 | 323,000 | |
Netsmart [Member] | |||
Class Of Stock [Line Items] | |||
Liability for outstanding awards | $ 2,200,000 | ||
Estimated weighted average fair value, Black-Scholes-Merton option pricing model | $ 0.15 | $ 1 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 8,836 | $ 10,401 |
Netsmart [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation benefit | (3,544) | |
Cost of revenue [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 2,697 | 2,659 |
Cost of revenue [Member] | Netsmart [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation benefit | (116) | |
Cost of revenue [Member] | Software delivery, Support and Maintenance [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 1,125 | 1,169 |
Cost of revenue [Member] | Software delivery, Support and Maintenance [Member] | Netsmart [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation benefit | (35) | |
Cost of revenue [Member] | Client services [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 1,572 | 1,490 |
Cost of revenue [Member] | Client services [Member] | Netsmart [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation benefit | (81) | |
Selling, General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 3,550 | 5,166 |
Selling, General and Administrative Expenses [Member] | Netsmart [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation benefit | (3,337) | |
Research and development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 2,589 | $ 2,576 |
Research and development [Member] | Netsmart [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation benefit | $ (91) |
Stock-Based Awards Granted (Det
Stock-Based Awards Granted (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, granted | shares | 2,913 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 12.51 |
Service-Based Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, granted | shares | 1,769 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 12.41 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, granted | shares | 572 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 11.93 |
Market-Based Restricted Stock Units with a Service Condition [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, granted | shares | 572 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 13.40 |
Calculations of Earnings (Loss)
Calculations of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Basic (Loss) Earnings per Common Share: | ||
Net (loss) income | $ (8,565) | $ 2,127 |
Less: Net income attributable to non-controlling interests | (453) | (78) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,962) | 0 |
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (19,980) | $ 2,049 |
Weighted-average common shares outstanding | 180,767 | 188,561 |
Basic (Loss) Earnings per Common Share | $ (0.11) | $ 0.01 |
Diluted (Loss) Earnings per Common Share: | ||
Net (loss) income | $ (8,565) | $ 2,127 |
Less: Net income attributable to non-controlling interests | (453) | (78) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,962) | 0 |
Net (loss) income attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (19,980) | $ 2,049 |
Weighted-average common shares outstanding | 180,767 | 188,561 |
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 2,180 |
Weighted-average common shares outstanding assuming dilution | 180,767 | 190,741 |
Diluted (Loss) Earnings per Common Share | $ (0.11) | $ 0.01 |
Anti-Dilutive Stock Options, Re
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 26,689 | 25,201 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,441,190 | $ 1,440,840 |
Accumulated Amortization | (799,773) | (778,437) |
Intangible Assets, Net | 641,417 | 662,403 |
Registered trademarks | 79,000 | 79,000 |
Goodwill | 1,928,358 | 1,924,052 |
Total | 2,007,358 | 2,003,052 |
Proprietary Technology [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 627,902 | 627,819 |
Accumulated Amortization | (361,484) | (347,477) |
Intangible Assets, Net | 266,418 | 280,342 |
Customer Contracts and Relationships [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 813,288 | 813,021 |
Accumulated Amortization | (438,289) | (430,960) |
Intangible Assets, Net | $ 374,999 | $ 382,061 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 1,924,052 |
Other additions | 4,039 |
Foreign exchange translation | 267 |
Goodwill, net | 1,928,358 |
Clinical and Financial Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill | 843,837 |
Other additions | 0 |
Foreign exchange translation | 267 |
Goodwill, net | 844,104 |
Population Health [Member] | |
Goodwill [Line Items] | |
Goodwill | 404,875 |
Other additions | 0 |
Foreign exchange translation | 0 |
Goodwill, net | 404,875 |
Netsmart [Member] | |
Goodwill [Line Items] | |
Goodwill | 675,340 |
Other additions | 4,039 |
Foreign exchange translation | 0 |
Goodwill, net | $ 679,379 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Accumulated impairment losses associated with goodwill | $ 0 | $ 0 |
HealthMEDX, LLC [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Increase in goodwill from subsequent adjustment of liability | $ 100,000 |
Asset Impairment Charges (Detai
Asset Impairment Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Asset Impairment Charges [Abstract] | ||
Asset impairment charges | $ 0 | $ 4,650 |
Asset Impairment Charges - Addi
Asset Impairment Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Asset Impairment Charges [Line Items] | ||
Asset impairment charges | $ 0 | $ 4,650 |
Other charges | 400 | |
Capitalized Software Development Projects [Member] | ||
Asset Impairment Charges [Line Items] | ||
Asset impairment charges | 2,200 | |
Cost Method Equity Investments [Member] | ||
Asset Impairment Charges [Line Items] | ||
Asset impairment charges | $ 2,100 |
Debt Outstanding Excluding Capi
Debt Outstanding Excluding Capital Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Principal Balance | $ 1,380,087 | $ 1,386,813 | |
Unamortized Discount and Debt Issuance Costs | 70,005 | 74,433 | |
Net Carrying Amount | 1,310,082 | 1,312,380 | |
Principal Balance, Current | 18,750 | 15,638 | |
Unamortized Discount and Debt Issuance Costs, Current | 473 | 480 | |
Net Carrying Amount, Current | 18,277 | 15,158 | |
Principal Balance, Noncurrent | 1,356,986 | 1,366,824 | |
Unamortized Discount and Debt Issuance Costs, Noncurrent | 67,637 | 72,053 | |
Net Carrying Amount, Noncurrent | 1,289,349 | 1,294,771 | |
Netsmart [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance, Current | 4,351 | 4,351 | |
Unamortized Discount and Debt Issuance Costs, Current | 1,895 | 1,900 | |
Net Carrying Amount, Current | 2,456 | 2,451 | |
1.25% Cash Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 345,000 | [1] | 345,000 |
Unamortized Discount and Debt Issuance Costs | 45,941 | 49,186 | |
Net Carrying Amount | 299,059 | 295,814 | |
Senior Secured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 436,250 | 441,875 | |
Unamortized Discount and Debt Issuance Costs | 4,356 | 4,691 | |
Net Carrying Amount | 431,894 | 437,184 | |
Netsmart Non-Recourse Debt First Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 431,837 | 432,925 | |
Unamortized Discount and Debt Issuance Costs | 11,178 | 11,655 | |
Net Carrying Amount | 420,659 | 421,270 | |
Netsmart Non-Recourse Debt Second Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 167,000 | 167,000 | |
Unamortized Discount and Debt Issuance Costs | 8,530 | 8,901 | |
Net Carrying Amount | 158,470 | 158,099 | |
Other Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 0 | 13 | |
Unamortized Discount and Debt Issuance Costs | 0 | 0 | |
Net Carrying Amount | $ 0 | $ 13 | |
[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 | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Total interest expense | $ 20,180 | $ 6,969 | |
Convertible Senior Notes and Senior Secured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 4,834 | 3,538 | |
Amortization of discounts and debt issuance costs | 3,581 | 3,431 | |
Netsmart [Member] | |||
Debt Instrument [Line Items] | |||
Amortization of discounts and debt issuance costs | 848 | 0 | |
Interest expense | [1] | $ 10,917 | $ 0 |
[1] | Includes interest expense related to capital leases. |
Interest Expense Related to 1.2
Interest Expense Related to 1.25% Notes (Detail) - 1.25% Cash Convertible Senior Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||
Coupon interest at 1.25% | $ 1,078 | $ 1,078 |
Amortization of discounts and debt issuance costs | 3,246 | 3,108 |
Total interest expense related to the 1.25% Notes | $ 4,324 | $ 4,186 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | |||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 1,380,087 | $ 1,386,813 | ||
Netsmart Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, effective percentage | 7.75% | |||
LIBOR Rate [Member] | Netsmart Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate | 4.75% | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | [1] | $ 231,250 | ||
Allscripts Senior Secured Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | 205,000 | |||
Letters of credit outstanding | 800 | |||
Credit facility, amount available | $ 344,200 | |||
Allscripts Senior Secured Revolving Facility [Member] | United States dollars [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, effective percentage | 2.98% | |||
Allscripts Senior Secured Revolving Facility [Member] | LIBOR Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate | 2.00% | |||
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 345,000 | [2] | $ 345,000 | |
Interest rate | 1.25% | |||
Netsmart First Lien Credit Agreement [Member] | Netsmart Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 1,500 | |||
Credit facility, amount available | 48,500 | |||
Netsmart First Lien Credit Agreement [Member] | Netsmart First Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 431,800 | |||
Netsmart Second Lien Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, effective percentage | 10.55% | |||
Netsmart Second Lien Credit Agreement [Member] | Netsmart Second Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 167,000 | |||
Netsmart Second Lien Credit Agreement [Member] | LIBOR Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate | 9.50% | |||
Netsmart First Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 431,837 | |||
Debt instrument, interest rate, effective percentage | 5.65% | |||
Netsmart First Lien Term Loan [Member] | LIBOR Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate | 4.50% | |||
[1] | Assumes no additional borrowings after March 31, 2017 and that all drawn amounts are repaid upon maturity. | |||
[2] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Summary of Future Payment Oblig
Summary of Future Payment Obligations under Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | ||||
Total | $ 1,380,087 | $ 1,386,813 | ||
Remainder of 2017 | 15,763 | |||
2,018 | 32,476 | |||
2,019 | 44,976 | |||
2,020 | 704,351 | |||
2,021 | 4,351 | |||
Thereafter | 578,170 | |||
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 345,000 | [1] | $ 345,000 | |
Remainder of 2017 | [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] | 231,250 | ||
Remainder of 2017 | [2] | 12,500 | ||
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 | 431,837 | |||
Remainder of 2017 | 3,263 | |||
2,018 | 4,351 | |||
2,019 | 4,351 | |||
2,020 | 4,351 | |||
2,021 | 4,351 | |||
Thereafter | 411,170 | |||
Netsmart Second Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 167,000 | |||
Remainder of 2017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
2,021 | 0 | |||
Thereafter | 167,000 | |||
Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | [2] | 205,000 | ||
Remainder of 2017 | [2] | 0 | ||
2,018 | [2] | 0 | ||
2,019 | [2] | 0 | ||
2,020 | [2] | 205,000 | ||
2,021 | [2] | 0 | ||
Thereafter | [2] | $ 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 March 31, 2017 and that all drawn amounts are repaid upon maturity. |
Summary of Future Payment Obl53
Summary of Future Payment Obligations under Debt (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Notes maturity period | Jul. 1, 2020 |
Effective Tax Rates (Detail)
Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
(Loss) income before income taxes | $ (8,393) | $ 2,690 |
Income tax provision | $ (172) | $ (563) |
Effective tax rate | (2.00%) | 20.90% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||
Cumulative operating income loss period considered | 3 years | |
Unrecognized income tax benefits | $ 12.2 | $ 11.4 |
ASU 2016-09 [Member] | ||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||
Tax expense on compensation cost | 1.4 | |
Change in valuation allowance from offsetting release | (1.4) | |
Cumulative effect adjustment on retained earnings, gross | 5.6 | |
Increase in retained earnings due to the recognition of excess tax benefit after valuation allowance | 1.8 | |
Valuation allowance recognized | 3.8 | |
Valuation Allowance of Deferred Tax Assets [Member] | ||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ||
Valuation allowance related to deferred tax assets from operating loss carryforwards | $ 2.4 |
Fair Value and Balance Sheet Lo
Fair Value and Balance Sheet Locations - (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | $ 37,054 | $ 18,101 |
Derivative liability, fair value | 35,562 | 17,659 |
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 | 2,369 | 1,021 |
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 | 34,685 | 17,080 |
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 | $ 35,562 | $ 17,659 |
Derivative Financial Instrume57
Derivative Financial Instruments - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2017USD ($)Derivative | Mar. 31, 2017INR (₨)Derivative | Jun. 18, 2013USD ($) | |
1.25% Call Option [Member] | |||
Derivative [Line Items] | |||
Debt instrument interest rate | 1.25% | 1.25% | |
Foreign Exchange Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Number of contracts | Derivative | 21 | 21 | |
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 | $ 2,100,000 | ||
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 | Apr. 30, 2017 | ||
Derivative notional amount outstanding | $ 400,000 | ₨ 25,000,000 | |
Foreign Exchange Forward Contracts [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Date of contracts mature | Jun. 30, 2018 | ||
Derivative notional amount outstanding | $ 1,900,000 | ₨ 120,000,000 | |
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] - Foreign Exchange Contract [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | $ 1,873 | $ 342 |
Cost of revenue [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 178 | (31) |
Selling, General and Administrative Expenses [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 137 | (25) |
Research and development [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ 210 | $ (43) |
Net Impact of Changes in Fair V
Net Impact of Changes in Fair Value of Call Option and Embedded Cash Conversion Option - (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments Gain Loss [Line Items] | ||
Net gain (loss) included in other income, net | $ (298) | $ 190 |
1.25% Call Option [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Net gain (loss) included in other income, net | 17,605 | (31,203) |
1.25% Notes Embedded Cash Conversion Option [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Net gain (loss) included in other income, net | $ (17,903) | $ 31,393 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance at the beginning of the period | $ 1,232,466 | |
Total other comprehensive (loss) income | (72,360) | $ 1,011 |
Balance at the end of the period | 1,147,788 | |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance at the beginning of the period | (6,028) | (4,500) |
Other comprehensive (loss) income before reclassifications | 1,515 | 744 |
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 |
Total other comprehensive (loss) income | 1,515 | 744 |
Balance at the end of the period | (4,513) | (3,756) |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance at the beginning of the period | (56,420) | 0 |
Other comprehensive (loss) income before reclassifications | (74,701) | 0 |
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 |
Total other comprehensive (loss) income | (74,701) | 0 |
Balance at the end of the period | (131,121) | 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 | 619 | 258 |
Other comprehensive (loss) income before reclassifications | 1,146 | 207 |
Net losses (gains) reclassified from accumulated other comprehensive loss | (320) | 60 |
Total other comprehensive (loss) income | 826 | 267 |
Balance at the end of the period | 1,445 | 525 |
Accumulated Other Comprehensive Income [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance at the beginning of the period | (61,829) | (4,242) |
Other comprehensive (loss) income before reclassifications | (72,040) | 951 |
Net losses (gains) reclassified from accumulated other comprehensive loss | (320) | 60 |
Total other comprehensive (loss) income | (72,360) | 1,011 |
Balance at the end of the period | $ (134,189) | $ (3,231) |
Components of Accumulated Oth61
Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 60 | $ 61 | ||
Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 924 | $ 402 | $ 340 | $ 166 |
Income Tax Effects Related to C
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Foreign currency translation adjustments, Before-Tax Amount | $ 1,515 | $ 744 |
Net change in unrealized losses on available for sale securities, Before-Tax Amount | (74,702) | 0 |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | 1,348 | 441 |
Other comprehensive (loss) income, Before-Tax Amount | (71,839) | 1,185 |
Foreign currency translation adjustments, Tax Effect | 0 | 0 |
Other comprehensive (loss) income, Tax Effect | (521) | (174) |
Foreign currency translation adjustments, Net | 1,515 | 744 |
Other comprehensive (loss) income, Net | (72,360) | 1,011 |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Available for sale securities, net gain arising during the period, Before-Tax Amount | (74,702) | 0 |
Available for sale securities, net gain reclassified into income, Before-Tax Amount | 0 | 0 |
Net change in unrealized losses on available for sale securities, Before-Tax Amount | (74,702) | 0 |
Available for sale securities, net gain arising during the period, Tax Effect | 1 | 0 |
Available for sale securities, net gain reclassified into income, Tax Effect | 0 | 0 |
Net change in unrealized losses on available for sale securities, Tax Effect | 1 | 0 |
Available for sale securities, net gain arising during the period, Net | (74,701) | 0 |
Available for sale securities, net gain reclassified into income, Net | 0 | 0 |
Net change in unrealized losses on available for sale securities, Net | (74,701) | 0 |
Other comprehensive (loss) income, Net | (74,701) | 0 |
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 | 1,348 | 441 |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | (522) | (174) |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | 826 | 267 |
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 (losses) gains arising during the period, Before-Tax Amount | 1,873 | 342 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | (525) | 99 |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | 1,348 | 441 |
Derivatives qualifying as cash flow hedges, net (losses) gains arising during the period, Tax Effect | (727) | (135) |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | 205 | (39) |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | (522) | (174) |
Derivatives qualifying as cash flow hedges, net (losses) gains arising during the period, Net | 1,146 | 207 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Net | (320) | 60 |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | 826 | 267 |
Other comprehensive (loss) income, Net | $ 826 | $ 267 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - Pending Litigation [Member] - $ / Violation | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2012 | |
Pegasus Imaging Corporation [Member] | ||
Loss Contingencies [Line Items] | ||
Contingency allegations | The amended complaint added two defunct Florida corporations that did business with us, and asserted causes of action against defendants for fraudulent misrepresentations, negligent misrepresentations and deceptive and unfair trade practices under Florida law, allegedly arising from previous business dealings between the plaintiff and Advanced Imaging Concepts, Inc., a software company that we acquired in August 2003, and from our testing of a software development toolkit pursuant to a free trial license from the plaintiff in approximately 1999. On April 16, 2013, the plaintiff filed a Second Amended Complaint adding claims against us for breach of contract, fraud and negligence | |
Loss contingency action taken by defendant | Counterclaims against the plaintiff for breach of two license agreements, breach of warranty, breach of a settlement and arbitration agreement, and three counts of negligent misrepresentation. | |
Physicians Healthsource Inc [Member] | ||
Loss Contingencies [Line Items] | ||
Damages sought per alleged violation of the TCPA | 500 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segment | |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 413,475 | $ 345,558 |
Gross Profit | 178,652 | 151,898 |
Income from operations | 11,263 | 11,896 |
Unallocated Amounts [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 951 | 19,060 |
Gross Profit | (11,453) | (2,163) |
Income from operations | (81,197) | (73,832) |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 280,455 | 271,443 |
Gross Profit | 113,718 | 114,021 |
Income from operations | 54,986 | 60,838 |
Population Health [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 59,062 | 55,055 |
Gross Profit | 41,813 | 40,040 |
Income from operations | 28,545 | 24,890 |
Netsmart [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 73,007 | 0 |
Gross Profit | 34,574 | 0 |
Income from operations | $ 8,929 | $ 0 |