Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 180,680,911 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 104,301 | $ 95,607 |
Restricted cash | 5,123 | 1,003 |
Accounts receivable, net of allowance of $36,030 and $32,670 as of September 30, 2017 and December 31, 2016, respectively | 442,872 | 405,172 |
Prepaid expenses and other current assets | 115,701 | 102,551 |
Total current assets | 667,997 | 604,333 |
Available for sale marketable securities | 0 | 149,100 |
Fixed assets, net | 165,434 | 148,810 |
Software development costs, net | 207,055 | 163,879 |
Intangible assets, net | 717,233 | 741,403 |
Goodwill | 1,971,950 | 1,924,052 |
Deferred taxes, net | 4,234 | 2,791 |
Other assets | 149,485 | 97,791 |
Total assets | 3,883,388 | 3,832,159 |
Current liabilities: | ||
Accounts payable | 114,291 | 126,144 |
Accrued expenses | 71,820 | 86,135 |
Accrued compensation and benefits | 70,037 | 64,291 |
Deferred revenue | 392,462 | 363,772 |
Current maturities of long-term debt | 24,550 | 15,158 |
Current maturities of non-recourse long-term debt - Netsmart | 2,749 | 2,451 |
Current maturities of capital lease obligations | 8,517 | 9,126 |
Total current liabilities | 684,426 | 667,077 |
Long-term debt | 747,441 | 717,853 |
Non-recourse long-term debt - Netsmart | 625,513 | 576,918 |
Long-term capital lease obligations | 7,708 | 9,877 |
Deferred revenue | 19,319 | 18,009 |
Deferred taxes, net | 145,432 | 141,752 |
Other liabilities | 86,474 | 39,787 |
Total liabilities | 2,316,313 | 2,171,273 |
Redeemable convertible non-controlling interest - Netsmart | 420,572 | 387,685 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of September 30, 2017 and December 31, 2016; 269,154 and 180,650 shares issued and outstanding as of September 30, 2017, respectively; 267,997 and 180,510 shares issued and outstanding as of December 31, 2016, respectively | 2,692 | 2,680 |
Treasury stock: at cost, 88,504 and 87,487 shares as of September 30, 2017 and December 31, 2016, respectively | (322,735) | (310,993) |
Additional paid-in capital | 1,782,432 | 1,789,959 |
Accumulated deficit | (354,928) | (187,351) |
Accumulated other comprehensive loss | (2,067) | (61,829) |
Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity | 1,105,394 | 1,232,466 |
Non-controlling interest | 41,109 | 40,735 |
Total stockholders’ equity | 1,146,503 | 1,273,201 |
Total liabilities and stockholders’ equity | $ 3,883,388 | $ 3,832,159 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 36,030 | $ 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 | 269,154,000 | 267,997,000 |
Common stock, shares outstanding | 180,650,000 | 180,510,000 |
Treasury stock at cost, shares | 88,504,000 | 87,487,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Software delivery, support and maintenance | $ 294,221 | $ 252,692 | $ 845,951 | $ 731,721 |
Client services | 155,221 | 139,692 | 443,057 | 392,742 |
Total revenue | 449,442 | 392,384 | 1,289,008 | 1,124,463 |
Cost of revenue: | ||||
Software delivery, support and maintenance | 86,893 | 86,537 | 259,361 | 240,860 |
Client services | 132,629 | 116,415 | 379,797 | 335,957 |
Amortization of software development and acquisition-related assets | 28,001 | 23,273 | 81,788 | 62,905 |
Total cost of revenue | 247,523 | 226,225 | 720,946 | 639,722 |
Gross profit | 201,919 | 166,159 | 568,062 | 484,741 |
Selling, general and administrative expenses | 117,352 | 98,778 | 340,234 | 277,733 |
Research and development | 51,057 | 45,142 | 146,748 | 140,070 |
Asset impairment charges | 0 | 0 | 0 | 4,650 |
Amortization of intangible and acquisition-related assets | 8,137 | 5,365 | 23,340 | 14,944 |
Income from operations | 25,373 | 16,874 | 57,740 | 47,344 |
Interest expense | (22,252) | (19,367) | (62,722) | (42,757) |
Other (loss) income, net | (570) | (6) | (545) | 466 |
Impairment of and losses on long-term investments | (20,700) | 0 | (165,290) | 0 |
Equity in net income (loss) of unconsolidated investments | 449 | 0 | 706 | (7,501) |
(Loss) income before income taxes | (17,700) | (2,499) | (170,111) | (2,448) |
Income tax benefit (provision) | 238 | 2,656 | 1,073 | 2,596 |
Net (loss) income | (17,462) | 157 | (169,038) | 148 |
Less: Net income attributable to non-controlling interests | (163) | (151) | (352) | (142) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,962) | (10,191) | (32,887) | (18,344) |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (28,587) | $ (10,185) | $ (202,277) | $ (18,338) |
Loss per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.16) | $ (0.06) | $ (1.12) | $ (0.10) |
Loss per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.16) | $ (0.06) | $ (1.12) | $ (0.10) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (17,462) | $ 157 | $ (169,038) | $ 148 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 693 | 150 | 3,040 | (49) |
Change in unrealized gain (loss) on available for sale securities | (4) | 9,750 | 56,507 | (8,365) |
Change in fair value of derivatives qualifying as cash flow hedges | (692) | 686 | 341 | 900 |
Other comprehensive (loss) income before income tax benefit (expense) | (3) | 10,586 | 59,888 | (7,514) |
Income tax benefit (expense) related to items in other comprehensive loss | 271 | (270) | (126) | (355) |
Total other comprehensive income (loss) | 268 | 10,316 | 59,762 | (7,869) |
Comprehensive loss | (17,194) | 10,473 | (109,276) | (7,721) |
Less: Comprehensive income attributable to non-controlling interests | (163) | (151) | (352) | (142) |
Comprehensive (loss) income, net | $ (17,357) | $ 10,322 | $ (109,628) | $ (7,863) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (169,038) | $ 148 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 155,108 | 120,473 |
Stock-based compensation expense | 28,140 | 29,717 |
Excess tax benefits from stock-based compensation | 0 | (972) |
Deferred taxes | (5,324) | (4,198) |
Asset impairment charges | 0 | 4,650 |
Impairment of and losses on long-term investments | 165,290 | 0 |
Equity in net (income) loss of unconsolidated investments | (706) | 7,501 |
Other losses, net | 3,711 | 2,057 |
Changes in operating assets and liabilities (net of businesses acquired): | ||
Accounts receivable, net | (31,256) | (12,723) |
Prepaid expenses and other assets | (6,939) | 3,381 |
Accounts payable | 2,908 | 26,341 |
Accrued expenses | (6,196) | (8,843) |
Accrued compensation and benefits | 5,930 | (12,933) |
Deferred revenue | 18,661 | 30,587 |
Other liabilities | 12,894 | (28) |
Net cash provided by operating activities | 173,183 | 185,158 |
Cash flows from investing activities: | ||
Capital expenditures | (40,216) | (25,046) |
Capitalized software | (107,079) | (69,994) |
Cash paid for business acquisitions, net of cash acquired | (54,308) | (935,280) |
Purchases of equity securities, other investments and related intangible assets | (5,423) | (20,685) |
Other proceeds from investing activities | 215 | 37 |
Net cash used in investing activities | (206,811) | (1,050,968) |
Cash flows from financing activities: | ||
Proceeds from sale or issuance of common stock | 0 | 84 |
Proceeds from issuance of redeemable convertible preferred stock - Netsmart | 0 | 333,606 |
Excess tax benefits from stock-based compensation | 0 | 972 |
Taxes paid related to net share settlement of equity awards | (6,777) | (7,379) |
Payments of capital lease obligations | (9,013) | (3,858) |
Credit facility payments | (115,281) | (80,507) |
Credit facility borrowings, net of issuance costs | 189,698 | 654,135 |
Repurchase of common stock | (12,077) | (71,082) |
Payment of acquisition financing obligations | (2,398) | 0 |
Proceeds from sales of subsidiary shares to non-controlling interest | 1,494 | 0 |
Net cash provided by financing activities | 45,646 | 825,971 |
Effect of exchange rate changes on cash and cash equivalents | 796 | 217 |
Net increase (decrease) in cash and cash equivalents | 12,814 | (39,622) |
Cash, cash equivalents and restricted cash, beginning of period | 96,610 | 116,873 |
Cash, cash equivalents and restricted cash, end of period | $ 109,424 | $ 77,251 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 subsidiaries and controlled affiliates, unless otherwise stated. Unaudited Interim Financial Information The unaudited interim consolidated financial statements as of and for the three and nine months ended September 30, 2017 and 2016 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary 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 In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting 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 (modified retrospective method). We have decided to adopt the standard effective January 1, 2018 using the modified retrospective method. We have completed our assessment of our systems, available 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. Through evaluation of the standard’s requirements, the Company plans to utilize several practical expedients including (i) viewing shipping and handling as a fulfillment cost versus a distinct performance obligation, and (ii) the right to invoice expedient as it relates to transaction-related revenue activities. 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 sales, software-as-a-service-based offerings, client 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 subscription contracts that include both software licenses and software support and maintenance. Due to the complexity of certain of our license subscription contracts, the actual revenue license recognition treatment required under the new standard will be dependent on contract-specific terms, and may vary in some instances from upfront recognition. Additionally, we currently only capitalize direct sales commissions that are specifically associated with new or renewal contracts. The new revenue recognition guidance requires the capitalization of all incremental costs of obtaining a contract with a customer that an entity expects to recover. As part of our implementation efforts, we have identified certain indirect commissions and other payments that would be eligible for capitalization under the new guidance because they are also incremental costs solely associated with new or renewal contracts that we expect to recover. As result, we expect to record a deferral for such costs, which could be significant, upon adoption of the new guidance on January 1, 2018. 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 In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities 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 | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations 2017 Business Combinations Acquisition of DeVero On July 17, 2017, Netsmart (as defined below) completed the acquisition of DeVero, Inc. (“DeVero”), a healthcare technology company that develops electronic medical record solutions for home healthcare and hospice, for an aggregate purchase price of $50.7 million in cash. The purchase price was funded through incremental borrowings under Netsmart’s debt facilities. The allocation of the aggregate consideration is as follows: $32.9 million of goodwill; $19.0 million of intangible assets related to customer relationships; $6.9 million of intangible assets related to technology; $2.0 million of cash; other assets of $1.5 million; accounts payable and accrued expenses of $2.3 million; deferred revenue of $0.9 million; and deferred income taxes of $8.4 million. This allocation is preliminary and subject to changes, which could be significant, as liabilities related to deferred taxes are finalized, and additional information becomes available. The acquired intangible assets related to technology and customer relationships will be amortized over their estimated useful lives of 7-20 years using a method that approximates the pattern of economic benefits to be gained by the intangible assets. The goodwill is not deductible for tax purposes. The results of operations of DeVero were not material to our consolidated results of operations for the three and nine months ended September 30, 2017 . NantHealth Asset Purchase Agreement On August 25, 2017, the Company completed the acquisition of substantially all of the assets relating to the provider/patient engagement solutions business of NantHealth, Inc. (“NantHealth”). The consideration for the transaction included the 15,000,000 shares of common stock of NantHealth that had been held by the Company as available for sale securities and which had a fair value of $42.8 million at the time of the transaction. The transaction also includes adjustments for working capital and deferred revenue obligations, as well as a modification of the commercial agreement between the parties. Total consideration for the transaction was as follows: (In thousands) Cash $ 1,742 NantHealth common stock 42,750 Less: Value assigned to modification of existing commercial agreement with NantHealth (22,700 ) Total consideration for NantHealth provider/patient solutions business $ 21,792 The allocation of the fair value of the consideration transferred as of the acquisition date of August 25, 2017 is shown in the table below. (In thousands) Cash and cash equivalents $ 21 Accounts receivable, net 2,078 Prepaid expenses and other current assets 1,806 Fixed assets 7,099 Intangible assets 12,400 Goodwill 9,058 Other assets 205 Accounts payable and accrued expenses (1,575 ) Deferred revenue (9,300 ) Net assets acquired $ 21,792 The following table summarizes the estimated fair values of the identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Customer Relationships 19 $ 9,200 Technology 5 3,000 Tradenames 5 200 $ 12,400 Asset Purchase Agreement with Third Party On March 31, 2017, Netsmart 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 has been accounted for as a business combination. The Asset Purchase Agreement provides for contingent consideration to be paid to the third party based on the number of customers of the third party that migrate to Netsmart’s electronic health record product. The value of the contingent consideration has been estimated to be $0.7 million. Netsmart accrued $0.5 million at September 30, 2017 within other liabilities. This amount represents the discounted fair value of the contingent consideration. This transaction resulted in the recognition of goodwill of $4.4 million. . 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 As part of the Netsmart Transaction, we deposited $15 million in an escrow account to be used by Netsmart to facilitate the integration of our Homecare TM business within Netsmart over the next five years, at which time the restriction on any unused funds will lapse. As of September 30, 2017, there is $11.3 million remaining in the escrow account. 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 to goodwill. Other Acquisitions During the second quarter of 2017 we recorded final measurement period adjustments against goodwill related to the Company’s acquisitions of third parties during the fourth quarter of 2016. Supplemental Information The supplemental pro forma results below for the three and nine months ended September 30, 2017 and 2016 were calculated after applying our accounting policies and adjusting the results of NantHealth’s provider /patient engagement solutions business to reflect (i) the additional amortization of acquired intangible assets and (ii) the additional amortization of the estimated adjustment to decrease the assumed deferred revenue obligations to fair value, that would have been recognized assuming the acquisition occurred on January 1, 2016, together with the consequential tax effects. The supplemental pro forma results were also adjusted to exclude acquisition-related and transaction costs incurred during the 2017 period. The revenue and net loss of NantHealth’s provider/patient solutions business since August 25, 2017 are included in our consolidated statement of operations for the three and nine months ended September 30, 2017. The supplemental pro forma results below for the three and nine months ended September 30, 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 resulted 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 recognized 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 the 2016 period. The effects of transactions between Allscripts and Netsmart during the periods presented have been eliminated in the supplemental pro forma data. The revenue and net loss of Netsmart since April 19, 2016 are included in our consolidated statement of operations for the three and nine months ended September 30, 2016. The below supplemental pro forma data for the combined entity is presented under the assumption that the Netsmart and HealthMEDX acquisitions occurred on January 1, 2015 and the NantHealth provider/patient solutions business acquisition occurred on January 1, 2016. The three and nine months ended September 30, 2017 only reflect pro forma adjustments related to the NantHealth provider/patient solutions business, as Netsmart and HealthMEDX are included for the full 2017 periods. (In thousands, except per share amounts) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Actual from Netsmart since acquisition date of April 19, 2016: Revenue $ 52,621 $ 96,855 Net loss $ (11,126 ) $ (18,239 ) Actual from NantHealth since acquisition date of August 25, 2017: Revenue $ 648 $ 0 $ 648 $ 0 Net loss $ (628 ) $ 0 $ (628 ) $ 0 Supplemental pro forma data for combined entity: Revenue $ 451,142 $ 1,296,008 $ 403,741 $ 1,229,471 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (27,260 ) $ (223,449 ) $ (14,799 ) $ (66,220 ) Loss per share, basic and diluted $ (0.15 ) $ (1.24 ) $ (0.08 ) $ (0.35 ) |
Fair Value Measurements and Lon
Fair Value Measurements and Long-term Investments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Long-term Investments | 3. Fair Value Measurements and Long-term 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. Our Level 1 financial instruments included our investment in NantHealth common stock. Refer to Note 11, “Other Comprehensive Income,” Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Our Level 2 derivative financial instruments include foreign currency forward contracts valued based upon observable values of spot and forward foreign currency exchange rates. Refer to Note 10, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. Level 3: Unobservable inputs that are significant to the fair value of the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Our Level 3 financial instruments include derivative financial instruments comprising the 1.25% Call Option asset and the 1.25% embedded cash conversion option liability that are not actively traded. These derivative instruments were designed with the intent that changes in their fair values would substantially offset, with limited net impact to our earnings. Therefore, we believe the sensitivity of changes in the unobservable inputs to the option pricing model for these instruments is substantially mitigated. Refer to Note 10, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. The 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 September 30, 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 $ 0 $ 0 $ 0 $ 0 $ 149,100 $ 0 $ 0 $ 149,100 1.25% Call Option Other assets 0 0 44,882 44,882 0 0 17,080 17,080 1.25% Embedded cash conversion option Other liabilities 0 0 (45,973 ) (45,973 ) 0 0 (17,659 ) (17,659 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 1,362 0 1,362 0 1,021 0 1,021 Total $ 0 $ 1,362 $ (1,091 ) $ 271 $ 149,100 $ 1,021 $ (579 ) $ 149,542 Long-term Investments The following table summarizes our long-term equity investments which are included in other assets in the accompanying consolidated balance sheets: Number of Investees Original Carrying Value at (In thousands, except # of investees) at September 30, 2017 Investment September 30, 2017 December 31, 2016 Equity method investments (1) 3 $ 1,658 $ 4,142 $ 2,436 Cost method investments 7 32,784 26,572 26,041 Total equity investments 10 $ 34,442 $ 30,714 $ 28,477 _________________________________ (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. As of September 30, 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. Impairment of Long- term Investments Each quarter, management performs an assessment of each of our investments on an individual basis to determine if any declines in fair value are other than temporary. Based on management's assessment , the Company determined that the decline in fair value of our available for sale marketable securities was other than temporary based on a number of factors, including, but not limited to, uncertainty regarding our intent to hold these investments for a period of time that would be sufficient to recover our cost basis in the event of a market recovery, the fact that the fair value of each investment had continued to decline below cost over the period held, and the Company's uncertainty around the near-term prospects for certain of the investments. The cost basis of these marketable securities prior to recognizing the impairment charges was approximately $205.6 million. The Company determined the fair value of these securities based on Level 1 inputs. The aggregate carrying value of this equity investment prior to recognizing the impairment charge was $2.1 million. 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 September 30, 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 | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | 4. Stockholders' Equity Stock-based Compensation Expense Stock-based compensation expense recognized during the three and nine months ended September 30, 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 and nine months periods ended September 30, 2017 and 2016 include stock-based compensation expense related to Netsmart’s time-based liability classified option awards. No stock-based compensation costs were capitalized during the three and nine months ended September 30, 2017 and 2016. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Cost of revenue: Software delivery, support and maintenance $ 378 $ 979 $ 2,491 $ 3,209 Client services 899 884 3,464 3,512 Total cost of revenue 1,277 1,863 5,955 6,721 Selling, general and administrative expenses 7,193 6,464 17,793 17,972 Research and development 1,934 1,446 6,643 6,141 Total stock-based compensation expense $ 10,404 $ 9,773 $ 30,391 $ 30,834 Allscripts Long-Term Incentive Plan We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize the expense for service-based share awards over the requisite service period on a straight-line basis, net of estimated forfeitures. We recognize the expense for performance-based and market-based share awards over the vesting period under the accelerated attribution method, net of estimated forfeitures. In addition, we recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. The fair value of service-based and performance-based restricted stock units is measured at the underlying closing share price of our common stock on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. No stock options were granted during the three and nine months ended September 30, 2017 and 2016. We granted stock-based awards as follows: Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Weighted-Average Weighted-Average Grant Date Grant Date (In thousands, except per share amounts) Shares Fair Value Shares Fair Value Service-based restricted stock units 11 $ 13.73 1,908 $ 12.38 Performance-based restricted stock units with a service condition 38 $ 13.25 610 $ 12.01 Market-based restricted stock units with a service condition 0 $ 0.00 613 $ 13.34 49 $ 13.36 3,131 $ 12.50 During the nine months ended September 30, 2017 and the year ended December 31, 2016, 1.2 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 nine months ended September 30, 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 nine months ended September 30, 2017 and 2016 were 569 thousand and 572 thousand, respectively, and were based on the value of the restricted stock units on their vesting date as determined by our closing stock price. These net-share settlements had the effect of share repurchases by us as they reduced the number of shares that would have otherwise been issued as a result of the vesting. Stock Repurchases On November 17, 2016, we announced that our Board approved a stock purchase program under which we may repurchase up to $200 million of our common stock through December 31, 2019. During the three and nine months ended September 30, 2017, we repurchased 0.0 million and 1.0 million shares, respectively, of our common stock under the program for a total of $12.1 million. The approximate dollar value of shares that may yet be purchased under the program as of September 30, 2017 was $163.9 million. 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: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Cost of revenue: Software delivery, support and maintenance $ 42 $ 31 $ 17 $ 56 Client services 56 33 (12 ) 70 Total cost of revenue 98 64 5 126 Selling, general and administrative expenses 2,302 1,617 (557 ) 2,945 Research and development 63 43 (13 ) 79 Total stock-based compensation expense (benefit) $ 2,463 $ 1,724 $ (565 ) $ 3,150 At September 30, 2017, the liability for outstanding awards was $5.2 During the three and nine months ended September 30, 2017, 3.3 million option unit awards were granted by Netsmart . Of the 3.3 million unit awards granted, 2.1 million were time-based and 1.2 million were performance-based. These options were issued at an exercise price of $1.00. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, (In thousands, except per share amounts) 2017 2016 2017 2016 Basic Loss per Common Share: Net (loss) income $ (17,462 ) $ 157 $ (169,038 ) $ 148 Less: Net income attributable to non-controlling interests (163 ) (151 ) (352 ) (142 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (10,962 ) (10,191 ) (32,887 ) (18,344 ) Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (28,587 ) $ (10,185 ) $ (202,277 ) $ (18,338 ) Weighted-average common shares outstanding 180,634 186,226 180,864 187,190 Basic Loss per Common Share $ (0.16 ) $ (0.06 ) $ (1.12 ) $ (0.10 ) Diluted Loss per Common Share: Net (loss) income $ (17,462 ) $ 157 $ (169,038 ) $ 148 Less: Net income attributable to non-controlling interests (163 ) (151 ) (352 ) (142 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (10,962 ) (10,191 ) (32,887 ) (18,344 ) Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (28,587 ) $ (10,185 ) $ (202,277 ) $ (18,338 ) Weighted-average common shares outstanding 180,634 186,226 180,864 187,190 Plus: Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 0 Weighted-average common shares outstanding assuming dilution 180,634 186,226 180,864 187,190 Diluted Loss per Common Share $ (0.16 ) $ (0.06 ) $ (1.12 ) $ (0.10 ) As a result of the net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders for the three and nine months ended September 30, 2017 and 2016, 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 September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 26,085 27,580 26,636 26,219 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: September 30, 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 $ 638,118 $ (388,913 ) $ 249,205 $ 627,819 $ (347,477 ) $ 280,342 Customer contracts and relationships 843,458 (454,430 ) 389,028 813,021 (430,960 ) 382,061 Total $ 1,481,576 $ (843,343 ) $ 638,233 $ 1,440,840 $ (778,437 ) $ 662,403 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 79,000 Goodwill 1,971,950 1,924,052 Total $ 2,050,950 $ 2,003,052 Changes in the carrying amounts of goodwill by reportable segment for the nine months ended September 30, 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 DeVero acquisition 0 0 32,943 32,943 Nanthealth provider/patient solutions business 0 9,058 0 9,058 Other additions 405 47 4,503 4,955 Foreign exchange translation 942 0 0 942 Balance as of September 30, 2017 $ 845,184 $ 413,980 $ 712,786 $ 1,971,950 There were no accumulated impairment losses associated with our goodwill as of September 30, 2017 or December 31, 2016. Additions during the third quarter of 2017 include goodwill of $9.1 million arising from Allscripts’ purchase of NantHealth’s provider/patient engagement solutions business and $32.9 million arising from Netsmart’s acquisition of DeVero. Other additions during the nine months ended September 30, 2017 include additions arising from Netsmart’s Asset Purchase Agreement with a third party and measurement period adjustments against goodwill related to the Company’s acquisitions of third parties in late 2016. Refer to Note 2, “Business Combinations,” for additional information regarding these transactions. |
Asset and Long-term Investment
Asset and Long-term Investment Impairment Charges | 9 Months Ended |
Sep. 30, 2017 | |
Asset And Long Term Investment Impairment Charges [Abstract] | |
Asset and Long-term Investment Impairment Charges | 7. Asset and Long-term Investment Impairment Charges We incurred the following asset and long-term investment impairment charges: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Asset impairment charges $ 0 $ 0 $ 0 $ 4,650 Impairment of and losses on long-term investments $ 20,700 $ 0 $ 165,290 $ 0 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. During the nine months ended September 30, 2017, we recognized non-cash charges of $165.3 million including other than temporary impairment charges of $144.6 million during the second quarter of 2017 associated with two of the Company’s long-term investments based on management’s assessment of the likelihood of near-term recovery of the investments’ value. The majority of the impairment charges relate to our investment in NantHealth common stock. Refer to Note 3, “Fair Value Measurements and Long-term Investments” and Note 11, “Other Comprehensive Income,” for further information regarding these impairments. During the three months ended September 30, 2017, we realized an additional $20.7 million loss upon the final disposition of the NantHealth common stock. Refer to Note 2, “Business Combinations,” for information regarding the divestiture of our investment in NantHealth common stock in connection with our acquisition of certain assets related to NantHealth’s provider/patient engagement solutions business. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding, excluding capital leases, consists of the following: September 30, 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 $ 39,319 $ 305,681 $ 345,000 $ 49,186 $ 295,814 Senior Secured Credit Facility 470,000 3,690 466,310 441,875 4,691 437,184 Netsmart Non-Recourse Debt: First Lien Term Loan 480,533 11,482 469,051 432,925 11,655 421,270 Second Lien Term Loan 167,000 7,789 159,211 167,000 8,901 158,099 Other debt 0 0 0 13 0 13 Total debt $ 1,462,533 $ 62,280 $ 1,400,253 $ 1,386,813 $ 74,433 $ 1,312,380 Less: Debt payable within one year - excluding Netsmart 25,000 450 24,550 15,638 480 15,158 Less: Debt payable within one year - Netsmart 4,866 2,117 2,749 4,351 1,900 2,451 Total long-term debt, less current maturities $ 1,432,667 $ 59,713 $ 1,372,954 $ 1,366,824 $ 72,053 $ 1,294,771 Interest expense consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Interest expense $ 5,577 $ 3,896 $ 15,079 $ 11,029 Amortization of discounts and debt issuance costs 3,674 3,522 10,867 10,401 Netsmart: Interest expense (1) 12,107 11,019 34,188 19,549 Amortization of discounts and debt issuance costs 894 930 2,588 1,778 Total interest expense $ 22,252 $ 19,367 $ 62,722 $ 42,757 (1) Includes interest expense related to capital leases. Interest expense related to the 1.25% Notes, included in the table above, consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Coupon interest at 1.25% $ 1,078 $ 1,078 $ 3,234 $ 3,234 Amortization of discounts and debt issuance costs 3,342 3,185 9,866 9,401 Total interest expense related to the 1.25% Notes $ 4,420 $ 4,263 $ 13,100 $ 12,635 Allscripts Senior Secured Credit Facility As of September 30, 2017, $225.0 million under a term loan, $245.0 million under our revolving credit facility, and $0.8 million in letters of credit were outstanding under our senior secured credit facility. As of September 30, 2017, the interest rate on the borrowings under our senior secured credit facility was LIBOR plus 2.25%, which totaled 3.49%. We were in compliance with all covenants under the senior secured credit facility agreement as of September 30, 2017. As of September 30, 2017, we had $304.2 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. Refer to Note 15, “Subsequent Events,” for information regarding an additional borrowing of $185.0 million under our revolving credit facility to fund a business acquisition that occurred subsequent to September 30, 2017. As of September 30, 2017, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount. Netsmart Non-Recourse Debt As of September 30, 2017, $480.5 million under the Netsmart First Lien Term Loan, $167.0 million under the Netsmart Second Lien Term Loan and no amounts under the Netsmart Revolving Facility (collectively, the “Credit Agreements”) were outstanding. As of September 30, 2017, the interest rate on the borrowings under the Netsmart First Lien Term Loan was Adjusted LIBO plus 4.50%, which totaled 5.83%, the interest rate on the borrowings under the Netsmart Second Lien Term Loan was Adjusted LIBO plus 9.50%, which totaled 10.82%, and the interest rate on the borrowings under the Netsmart Revolving Facility was Adjusted LIBO plus 4.75%, which totaled 6.08%. Netsmart was in compliance with all covenants under its Credit Agreements as of September 30, 2017. As of September 30, 2017, Netsmart had $50.0 million available, with no outstanding letters of credit commitments, under the Netsmart Revolving Facility. There can be no assurance that Netsmart will be able to draw on the full available balance of the Netsmart Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. The following table summarizes future debt payment obligations as of September 30, 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 225,000 6,250 28,125 40,625 150,000 0 0 Revolving Facility (2) 245,000 0 0 0 245,000 0 0 Netsmart Non-Recourse Debt (2) First Lien Term Loan 480,533 1,217 4,866 4,866 4,866 4,866 459,852 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Total debt $ 1,462,533 $ 7,467 $ 32,991 $ 45,491 $ 744,866 $ 4,866 $ 626,852 (1) (2) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 (Loss) income before income taxes $ (17,700 ) $ (2,499 ) $ (170,111 ) $ (2,448 ) Income tax benefit (provision) $ 238 $ 2,656 $ 1,073 $ 2,596 Effective tax rate 1.3 % 106.3 % 0.6 % 106.0 % 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 and nine months ended September 30, 2017, compared with the prior year comparable periods, differs primarily due to $64.2 million of valuation allowance in the nine months ended September 30, 2017 for deferred taxes on a capital loss carryforward, which can only can be deductible to the extent of offsetting capital gains. 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). We recorded $67.8 million of valuation allowance during the nine months ended September 30, 2017 related to deferred tax assets associated with net operating loss carryforwards, credit carryforwards and other deferred tax assets not expected to be realized. 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 nine months ended September 30, 2017, we recorded $1.5 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 $1.5 million, the effect of which has already been included in the valuation allowance amount recorded in the nine months ended September 30, 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 accumulated deficit to create a deferred tax asset to recognize excess tax benefits not previously recorded. The net decrease to accumulated deficit was $1.8 million due to the recognition of a corresponding valuation allowance of $3.8 million. Our unrecognized income tax benefits were $12.0 million and $11.4 million as of September 30, 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 | 9 Months Ended |
Sep. 30, 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: September 30, 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 $ 1,362 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 44,882 N/A 1.25% Embedded cash conversion option N/A Other liabilities 45,973 Total derivatives $ 46,244 $ 45,973 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 September 30, 2017, there were 9 forward contracts outstanding that were staggered to mature monthly starting in October 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 September 30, 2017, the notional amount of each outstanding forward contract was 120 million INR, or the equivalent of $1.8 million, based on the exchange rate between the United States dollar and the INR in effect as of September 30, 2017. These amounts also approximate the forecasted future INR expenses we target to hedge in any one month in the future. The critical terms of the forward contracts and the related hedged forecasted future expenses matched and allowed us to designate the forward contracts as highly effective cash flow hedges. The effective portion of the change in fair value is initially recorded in accumulated other comprehensive loss (“AOCI”) and subsequently reclassified to income in the period in which the cash flows from the associated hedged transactions affect income. Any ineffective portion of the change in fair value of the cash flow hedges is recognized in current period income. During the three and nine months ended September 30, 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 September 30, 2017, we estimate that $1.4 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 September 30, 2017 Nine Months Ended September 30, 2017 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Foreign exchange contracts $ 16 $ 2,323 Cost of Revenue $ 241 $ 674 Selling, general and administrative expenses 184 515 Research and development $ 283 $ 793 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 September 30, 2016 Nine Months Ended September 30, 2016 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Foreign exchange contracts $ 971 $ 1,172 Cost of Revenue $ 88 $ 84 Selling, general and administrative expenses 71 68 Research and development $ 126 $ 120 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 Long-term 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 Long-term 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 September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 1.25% Call Option $ 12,837 $ 2,306 $ 27,802 $ (39,404 ) 1.25% Embedded cash conversion option (13,043 ) (2,362 ) (28,314 ) 39,609 Net (loss) gain included in other income, net $ (206 ) $ (56 ) $ (512 ) $ 205 |
Other Comprehensive Income
Other Comprehensive Income | 9 Months Ended |
Sep. 30, 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) Gains on Available for Sale Securities Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2016 (1) $ (6,028 ) $ (56,420 ) $ 619 $ (61,829 ) Other comprehensive income (loss) before reclassifications 3,040 (106,355 ) 1,421 (101,894 ) Net losses (gains) reclassified from accumulated other comprehensive loss (2) 0 162,865 (1,209 ) 161,656 Net other comprehensive income 3,040 56,510 212 59,762 Balance as of September 30, 2017 (3) $ (2,988 ) $ 90 $ 831 $ (2,067 ) ______________________________________________________ (1) Net of taxes of $402 thousand for unrealized net gains on foreign exchange contract derivatives and $61 thousand for unrealized net gains on available for sale securities. (2) Reclassification adjustment related to other-than-temporary impairment and loss on disposition of our investment in NantHealth. Refer to Note 3, “Fair Value Measurements and Long-term Investments” and Note 7, “Asset and Long-term Investment Impairment Charges,” for further information regarding this impairment. Refer to Note 2, “Business Combinations,” for information regarding our disposition of the NantHealth common stock. (3) Net of taxes of $531 thousand for unrealized net gains on foreign exchange contract derivatives and $58 thousand for unrealized net gains on available for sale securities. (In thousands) Foreign Currency Translation Adjustments Unrealized Net 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 (loss) income before reclassifications (49 ) (8,365 ) 710 (7,704 ) Net losses reclassified from accumulated other comprehensive loss 0 0 (165 ) (165 ) Net other comprehensive (loss) income (49 ) (8,365 ) 545 (7,869 ) Balance as of September 30, 2016 (2) $ (4,549 ) $ (8,365 ) $ 803 $ (12,111 ) ____________________________________________________________________________ (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 September 30, 2017 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ 693 $ 0 $ 693 $ 150 $ 0 $ 150 Available for sale securities: Net loss arising during the period (20,704 ) 1 (20,703 ) 9,750 0 9,750 Net loss reclassified into income (1) 20,700 0 20,700 0 0 0 Net change in unrealized gains (losses) on available for sale securities (4 ) 1 (3 ) 9,750 0 9,750 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 16 (6 ) 10 971 (382 ) 589 Net (gains) losses reclassified into income (708 ) 276 (432 ) (285 ) 112 (173 ) Net change in unrealized (losses) gains on foreign exchange contracts (692 ) 270 (422 ) 686 (270 ) 416 Net (loss) gain on cash flow hedges (692 ) 270 (422 ) 686 (270 ) 416 Other comprehensive income (loss) $ (3 ) $ 271 $ 268 $ 10,586 $ (270 ) $ 10,316 ____________________________________________ (1) Reclassification adjustment related to other-than-temporary impairment of our investment in NantHealth. Refer to Note 3, “Fair Value Measurements and Long-term Investments” and Note 7, “Asset and Long-term Investment Impairment Charges,” for further information regarding this impairment. Refer to Note 2, “Business Combinations,” for information regarding our divestiture of the NantHealth common stock. Nine Months Ended September 30, 2017 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ 3,040 $ 0 $ 3,040 $ (49 ) $ 0 $ (49 ) Available for sale securities: Net loss arising during the period (106,358 ) 3 (106,355 ) (8,365 ) 0 (8,365 ) Net loss reclassified into income (1) 162,865 0 162,865 0 0 0 Net change in unrealized gains (losses) on available for sale securities 56,507 3 56,510 (8,365 ) 0 (8,365 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 2,323 (902 ) 1,421 1,172 (462 ) 710 Net (gains) losses reclassified into income (1,982 ) 773 (1,209 ) (272 ) 107 (165 ) Net change in unrealized gains (losses) on foreign exchange contracts 341 (129 ) 212 900 (355 ) 545 Net gain (loss) on cash flow hedges 341 (129 ) 212 900 (355 ) 545 Other comprehensive income (loss) $ 59,888 $ (126 ) $ 59,762 $ (7,514 ) $ (355 ) $ (7,869 ) ____________________________________________ (1) Reclassification adjustment related to other-than-temporary impairment of our investment in NantHealth. Refer to Note 3, “Fair Value Measurements and Long-term Investments” and Note 7, “Asset and Long-term Investment Impairment Charges,” for further information regarding this impairment. Refer to Note 2, “Business Combinations,” for information regarding our divestiture of the NantHealth common stock. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 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. 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. In the opinion of our management, the ultimate disposition of pending legal proceedings or claims will not have a material adverse effect on our consolidated financial position, liquidity or results of operations. However, if one or more of these 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 or cause us to incur increased compliance costs, either of which could further adversely affect our operating results. On May 1, 2012, Physicians Healthsource, Inc. filed a class action complaint in the U.S. District Court for the Northern District of Illinois against us alleging violations of the Telephone Consumer Protection Act (the “TCPA”). On June 2, 2017, the court denied Allscripts’ motion for summary judgment, and also denied Plaintiff’s motion for class certification. Plaintiff did not seek appellate review of the Court’s denial of class certification, so the only claim remaining in the case is Plaintiff’s individual TCPA claim. On August 11, 2017, Plaintiff filed a motion for summary judgment against Allscripts. On September 25, the court stayed this matter pending the outcome of the appeal in Brodsky v. Humana Dental Ins. Co. The EIS Business acquired from McKesson on October 2, 2017 (as discussed below under Note 15, “Subsequent Events”) is subject to a May 2017 civil investigative demand (CID) from the U.S. Attorney’s Office for the Eastern District of New York. The CID requests documents and information related to the certification McKesson obtained in connection with the U.S. Department of Health and Human Services’ Electronic Health Record Incentive Program. McKesson has agreed, with respect to the CID, to indemnify Allscripts for amounts paid or payable to the government (or any private relator) involving any products or services marketed, sold or licensed by the EIS Business as of or prior to the closing of the acquisition. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 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 September 30, 2017, we had eight 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 four 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 September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Revenue: Clinical and Financial Solutions $ 303,323 $ 276,503 $ 870,452 $ 830,200 Population Health 60,515 61,722 179,313 170,803 Netsmart 83,618 52,621 235,046 96,854 Unallocated Amounts 1,986 1,538 4,197 26,606 Total revenue $ 449,442 $ 392,384 $ 1,289,008 $ 1,124,463 Gross Profit: Clinical and Financial Solutions $ 130,224 $ 113,677 $ 363,228 $ 349,017 Population Health 41,947 46,337 125,535 125,152 Netsmart 39,644 17,378 111,489 32,327 Unallocated Amounts (9,896 ) (11,233 ) (32,190 ) (21,755 ) Total gross profit $ 201,919 $ 166,159 $ 568,062 $ 484,741 Income (loss) from operations: Clinical and Financial Solutions $ 68,837 $ 59,921 $ 186,846 $ 188,145 Population Health 29,298 32,977 86,282 81,895 Netsmart 7,153 (6,426 ) 23,910 (8,825 ) Unallocated Amounts (79,915 ) (69,598 ) (239,298 ) (213,871 ) Total income from operations $ 25,373 $ 16,874 $ 57,740 $ 47,344 |
Supplemental Disclosures
Supplemental Disclosures | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Disclosures | 14. Supplemental Disclosures Restricted Cash The majority of the restricted cash balance as of September 30, 2017 represents Netsmart’s cash deposits to maintain two letters of credit with a financial institution related to customer agreements. Nine Months Ended September 30, (In thousands) 2017 2016 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 104,301 $ 76,636 Restricted cash 5,123 615 Total cash, cash equivalents and restricted cash $ 109,424 $ 77,251 Supplemental non-cash information: Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock - Netsmart by Netsmart, Inc. management $ 0 $ 25,543 Exchange of NantHealth, Inc. common stock for net assets acquired of provider/patient solutions business $ 42,750 $ 0 Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ 32,887 $ 18,344 Obligations incurred to purchase capitalized software or enter into capital leases $ 11,515 $ 0 Issuance of treasury stock to commercial partner $ 334 $ 0 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On October 2, 2017, Allscripts Healthcare, LLC, a wholly-owned subsidiary of the Company (“Healthcare LLC”), completed the transactions contemplated by a purchase agreement (the “Purchase Agreement”) with McKesson Corporation (“McKesson”), pursuant to which Healthcare LLC purchased McKesson’s Enterprise Information Solutions Business division (the “EIS Business”), which provides certain software solutions and services to hospitals and health systems, by acquiring all of the outstanding equity interests of two indirect, wholly-owned subsidiaries of McKesson for a purchase price of $185 million, subject to adjustments for net working capital and net debt. The purchase price was funded through incremental borrowings under our debt facilities. The financial results of the EIS Business will be consolidated with our financial results starting on the date of the transaction. As of the date of this Form 10-Q, the preliminary allocation of the fair value of the consideration transferred has not yet been completed |
Basis of Presentation and Sig22
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 subsidiaries and controlled affiliates, unless otherwise stated. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited interim consolidated financial statements as of and for the three and nine months ended September 30, 2017 and 2016 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary 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 In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting 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 (modified retrospective method). We have decided to adopt the standard effective January 1, 2018 using the modified retrospective method. We have completed our assessment of our systems, available 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. Through evaluation of the standard’s requirements, the Company plans to utilize several practical expedients including (i) viewing shipping and handling as a fulfillment cost versus a distinct performance obligation, and (ii) the right to invoice expedient as it relates to transaction-related revenue activities. 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 sales, software-as-a-service-based offerings, client 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 subscription contracts that include both software licenses and software support and maintenance. Due to the complexity of certain of our license subscription contracts, the actual revenue license recognition treatment required under the new standard will be dependent on contract-specific terms, and may vary in some instances from upfront recognition. Additionally, we currently only capitalize direct sales commissions that are specifically associated with new or renewal contracts. The new revenue recognition guidance requires the capitalization of all incremental costs of obtaining a contract with a customer that an entity expects to recover. As part of our implementation efforts, we have identified certain indirect commissions and other payments that would be eligible for capitalization under the new guidance because they are also incremental costs solely associated with new or renewal contracts that we expect to recover. As result, we expect to record a deferral for such costs, which could be significant, upon adoption of the new guidance on January 1, 2018. 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 In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities 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) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Total consideration for the transaction was as follows: (In thousands) Cash $ 1,742 NantHealth common stock 42,750 Less: Value assigned to modification of existing commercial agreement with NantHealth (22,700 ) Total consideration for NantHealth provider/patient solutions business $ 21,792 |
Schedule of Supplemental Proforma Results | The below supplemental pro forma data for the combined entity is presented under the assumption that the Netsmart and HealthMEDX acquisitions occurred on January 1, 2015 and the NantHealth provider/patient solutions business acquisition occurred on January 1, 2016. The three and nine months ended September 30, 2017 only reflect pro forma adjustments related to the NantHealth provider/patient solutions business, as Netsmart and HealthMEDX are included for the full 2017 periods. (In thousands, except per share amounts) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Actual from Netsmart since acquisition date of April 19, 2016: Revenue $ 52,621 $ 96,855 Net loss $ (11,126 ) $ (18,239 ) Actual from NantHealth since acquisition date of August 25, 2017: Revenue $ 648 $ 0 $ 648 $ 0 Net loss $ (628 ) $ 0 $ (628 ) $ 0 Supplemental pro forma data for combined entity: Revenue $ 451,142 $ 1,296,008 $ 403,741 $ 1,229,471 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (27,260 ) $ (223,449 ) $ (14,799 ) $ (66,220 ) Loss per share, basic and diluted $ (0.15 ) $ (1.24 ) $ (0.08 ) $ (0.35 ) |
NantHealth, Inc. [Member] | |
Assets Acquired and Liabilities Assumed | The allocation of the fair value of the consideration transferred as of the acquisition date of August 25, 2017 is shown in the table below. (In thousands) Cash and cash equivalents $ 21 Accounts receivable, net 2,078 Prepaid expenses and other current assets 1,806 Fixed assets 7,099 Intangible assets 12,400 Goodwill 9,058 Other assets 205 Accounts payable and accrued expenses (1,575 ) Deferred revenue (9,300 ) Net assets acquired $ 21,792 |
Acquired Intangible Assets Amortization | The following table summarizes the estimated fair values of the identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Customer Relationships 19 $ 9,200 Technology 5 3,000 Tradenames 5 200 $ 12,400 |
Fair Value Measurements and L24
Fair Value Measurements and Long-term Investments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 $ 0 $ 0 $ 0 $ 0 $ 149,100 $ 0 $ 0 $ 149,100 1.25% Call Option Other assets 0 0 44,882 44,882 0 0 17,080 17,080 1.25% Embedded cash conversion option Other liabilities 0 0 (45,973 ) (45,973 ) 0 0 (17,659 ) (17,659 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 1,362 0 1,362 0 1,021 0 1,021 Total $ 0 $ 1,362 $ (1,091 ) $ 271 $ 149,100 $ 1,021 $ (579 ) $ 149,542 |
Summary of Long-term Equity Investments Included in Other Assets | The following table summarizes our long-term equity investments which are included in other assets in the accompanying consolidated balance sheets: Number of Investees Original Carrying Value at (In thousands, except # of investees) at September 30, 2017 Investment September 30, 2017 December 31, 2016 Equity method investments (1) 3 $ 1,658 $ 4,142 $ 2,436 Cost method investments 7 32,784 26,572 26,041 Total equity investments 10 $ 34,442 $ 30,714 $ 28,477 _________________________________ (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Capital Unit [Line Items] | |
Stock-Based Compensation Expense (Benefit) | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Cost of revenue: Software delivery, support and maintenance $ 378 $ 979 $ 2,491 $ 3,209 Client services 899 884 3,464 3,512 Total cost of revenue 1,277 1,863 5,955 6,721 Selling, general and administrative expenses 7,193 6,464 17,793 17,972 Research and development 1,934 1,446 6,643 6,141 Total stock-based compensation expense $ 10,404 $ 9,773 $ 30,391 $ 30,834 |
Stock-Based Awards Granted | We granted stock-based awards as follows: Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Weighted-Average Weighted-Average Grant Date Grant Date (In thousands, except per share amounts) Shares Fair Value Shares Fair Value Service-based restricted stock units 11 $ 13.73 1,908 $ 12.38 Performance-based restricted stock units with a service condition 38 $ 13.25 610 $ 12.01 Market-based restricted stock units with a service condition 0 $ 0.00 613 $ 13.34 49 $ 13.36 3,131 $ 12.50 |
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: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Cost of revenue: Software delivery, support and maintenance $ 42 $ 31 $ 17 $ 56 Client services 56 33 (12 ) 70 Total cost of revenue 98 64 5 126 Selling, general and administrative expenses 2,302 1,617 (557 ) 2,945 Research and development 63 43 (13 ) 79 Total stock-based compensation expense (benefit) $ 2,463 $ 1,724 $ (565 ) $ 3,150 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share amounts) 2017 2016 2017 2016 Basic Loss per Common Share: Net (loss) income $ (17,462 ) $ 157 $ (169,038 ) $ 148 Less: Net income attributable to non-controlling interests (163 ) (151 ) (352 ) (142 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (10,962 ) (10,191 ) (32,887 ) (18,344 ) Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (28,587 ) $ (10,185 ) $ (202,277 ) $ (18,338 ) Weighted-average common shares outstanding 180,634 186,226 180,864 187,190 Basic Loss per Common Share $ (0.16 ) $ (0.06 ) $ (1.12 ) $ (0.10 ) Diluted Loss per Common Share: Net (loss) income $ (17,462 ) $ 157 $ (169,038 ) $ 148 Less: Net income attributable to non-controlling interests (163 ) (151 ) (352 ) (142 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (10,962 ) (10,191 ) (32,887 ) (18,344 ) Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (28,587 ) $ (10,185 ) $ (202,277 ) $ (18,338 ) Weighted-average common shares outstanding 180,634 186,226 180,864 187,190 Plus: Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 0 Weighted-average common shares outstanding assuming dilution 180,634 186,226 180,864 187,190 Diluted Loss per Common Share $ (0.16 ) $ (0.06 ) $ (1.12 ) $ (0.10 ) |
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 September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 26,085 27,580 26,636 26,219 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: September 30, 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 $ 638,118 $ (388,913 ) $ 249,205 $ 627,819 $ (347,477 ) $ 280,342 Customer contracts and relationships 843,458 (454,430 ) 389,028 813,021 (430,960 ) 382,061 Total $ 1,481,576 $ (843,343 ) $ 638,233 $ 1,440,840 $ (778,437 ) $ 662,403 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 79,000 Goodwill 1,971,950 1,924,052 Total $ 2,050,950 $ 2,003,052 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the nine months ended September 30, 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 DeVero acquisition 0 0 32,943 32,943 Nanthealth provider/patient solutions business 0 9,058 0 9,058 Other additions 405 47 4,503 4,955 Foreign exchange translation 942 0 0 942 Balance as of September 30, 2017 $ 845,184 $ 413,980 $ 712,786 $ 1,971,950 |
Asset and Long-term Investmen28
Asset and Long-term Investment Impairment Charges (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Asset And Long Term Investment Impairment Charges [Abstract] | |
Asset and Long-term Investment Impairment Charges | We incurred the following asset and long-term investment impairment charges: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Asset impairment charges $ 0 $ 0 $ 0 $ 4,650 Impairment of and losses on long-term investments $ 20,700 $ 0 $ 165,290 $ 0 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Instrument [Line Items] | |
Debt Outstanding Excluding Capital Leases | Debt outstanding, excluding capital leases, consists of the following: September 30, 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 $ 39,319 $ 305,681 $ 345,000 $ 49,186 $ 295,814 Senior Secured Credit Facility 470,000 3,690 466,310 441,875 4,691 437,184 Netsmart Non-Recourse Debt: First Lien Term Loan 480,533 11,482 469,051 432,925 11,655 421,270 Second Lien Term Loan 167,000 7,789 159,211 167,000 8,901 158,099 Other debt 0 0 0 13 0 13 Total debt $ 1,462,533 $ 62,280 $ 1,400,253 $ 1,386,813 $ 74,433 $ 1,312,380 Less: Debt payable within one year - excluding Netsmart 25,000 450 24,550 15,638 480 15,158 Less: Debt payable within one year - Netsmart 4,866 2,117 2,749 4,351 1,900 2,451 Total long-term debt, less current maturities $ 1,432,667 $ 59,713 $ 1,372,954 $ 1,366,824 $ 72,053 $ 1,294,771 |
Interest Expense | Interest expense consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Interest expense $ 5,577 $ 3,896 $ 15,079 $ 11,029 Amortization of discounts and debt issuance costs 3,674 3,522 10,867 10,401 Netsmart: Interest expense (1) 12,107 11,019 34,188 19,549 Amortization of discounts and debt issuance costs 894 930 2,588 1,778 Total interest expense $ 22,252 $ 19,367 $ 62,722 $ 42,757 (1) Includes interest expense related to capital leases. |
Summary of Future Debt Payment Obligations | The following table summarizes future debt payment obligations as of September 30, 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 225,000 6,250 28,125 40,625 150,000 0 0 Revolving Facility (2) 245,000 0 0 0 245,000 0 0 Netsmart Non-Recourse Debt (2) First Lien Term Loan 480,533 1,217 4,866 4,866 4,866 4,866 459,852 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Total debt $ 1,462,533 $ 7,467 $ 32,991 $ 45,491 $ 744,866 $ 4,866 $ 626,852 (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, included in the table above, consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Coupon interest at 1.25% $ 1,078 $ 1,078 $ 3,234 $ 3,234 Amortization of discounts and debt issuance costs 3,342 3,185 9,866 9,401 Total interest expense related to the 1.25% Notes $ 4,420 $ 4,263 $ 13,100 $ 12,635 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Effective Tax Rates | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 (Loss) income before income taxes $ (17,700 ) $ (2,499 ) $ (170,111 ) $ (2,448 ) Income tax benefit (provision) $ 238 $ 2,656 $ 1,073 $ 2,596 Effective tax rate 1.3 % 106.3 % 0.6 % 106.0 % |
Derivative Financial Instrume31
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 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 $ 1,362 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 44,882 N/A 1.25% Embedded cash conversion option N/A Other liabilities 45,973 Total derivatives $ 46,244 $ 45,973 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 September 30, 2017 Nine Months Ended September 30, 2017 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Foreign exchange contracts $ 16 $ 2,323 Cost of Revenue $ 241 $ 674 Selling, general and administrative expenses 184 515 Research and development $ 283 $ 793 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 September 30, 2016 Nine Months Ended September 30, 2016 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Foreign exchange contracts $ 971 $ 1,172 Cost of Revenue $ 88 $ 84 Selling, general and administrative expenses 71 68 Research and development $ 126 $ 120 |
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 September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 1.25% Call Option $ 12,837 $ 2,306 $ 27,802 $ (39,404 ) 1.25% Embedded cash conversion option (13,043 ) (2,362 ) (28,314 ) 39,609 Net (loss) gain included in other income, net $ (206 ) $ (56 ) $ (512 ) $ 205 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 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) Gains on Available for Sale Securities Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2016 (1) $ (6,028 ) $ (56,420 ) $ 619 $ (61,829 ) Other comprehensive income (loss) before reclassifications 3,040 (106,355 ) 1,421 (101,894 ) Net losses (gains) reclassified from accumulated other comprehensive loss (2) 0 162,865 (1,209 ) 161,656 Net other comprehensive income 3,040 56,510 212 59,762 Balance as of September 30, 2017 (3) $ (2,988 ) $ 90 $ 831 $ (2,067 ) ______________________________________________________ (1) Net of taxes of $402 thousand for unrealized net gains on foreign exchange contract derivatives and $61 thousand for unrealized net gains on available for sale securities. (2) Reclassification adjustment related to other-than-temporary impairment and loss on disposition of our investment in NantHealth. Refer to Note 3, “Fair Value Measurements and Long-term Investments” and Note 7, “Asset and Long-term Investment Impairment Charges,” for further information regarding this impairment. Refer to Note 2, “Business Combinations,” for information regarding our disposition of the NantHealth common stock. (3) Net of taxes of $531 thousand for unrealized net gains on foreign exchange contract derivatives and $58 thousand for unrealized net gains on available for sale securities. (In thousands) Foreign Currency Translation Adjustments Unrealized Net 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 (loss) income before reclassifications (49 ) (8,365 ) 710 (7,704 ) Net losses reclassified from accumulated other comprehensive loss 0 0 (165 ) (165 ) Net other comprehensive (loss) income (49 ) (8,365 ) 545 (7,869 ) Balance as of September 30, 2016 (2) $ (4,549 ) $ (8,365 ) $ 803 $ (12,111 ) ____________________________________________________________________________ (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 September 30, 2017 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ 693 $ 0 $ 693 $ 150 $ 0 $ 150 Available for sale securities: Net loss arising during the period (20,704 ) 1 (20,703 ) 9,750 0 9,750 Net loss reclassified into income (1) 20,700 0 20,700 0 0 0 Net change in unrealized gains (losses) on available for sale securities (4 ) 1 (3 ) 9,750 0 9,750 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 16 (6 ) 10 971 (382 ) 589 Net (gains) losses reclassified into income (708 ) 276 (432 ) (285 ) 112 (173 ) Net change in unrealized (losses) gains on foreign exchange contracts (692 ) 270 (422 ) 686 (270 ) 416 Net (loss) gain on cash flow hedges (692 ) 270 (422 ) 686 (270 ) 416 Other comprehensive income (loss) $ (3 ) $ 271 $ 268 $ 10,586 $ (270 ) $ 10,316 ____________________________________________ (1) Reclassification adjustment related to other-than-temporary impairment of our investment in NantHealth. Refer to Note 3, “Fair Value Measurements and Long-term Investments” and Note 7, “Asset and Long-term Investment Impairment Charges,” for further information regarding this impairment. Refer to Note 2, “Business Combinations,” for information regarding our divestiture of the NantHealth common stock. Nine Months Ended September 30, 2017 2016 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ 3,040 $ 0 $ 3,040 $ (49 ) $ 0 $ (49 ) Available for sale securities: Net loss arising during the period (106,358 ) 3 (106,355 ) (8,365 ) 0 (8,365 ) Net loss reclassified into income (1) 162,865 0 162,865 0 0 0 Net change in unrealized gains (losses) on available for sale securities 56,507 3 56,510 (8,365 ) 0 (8,365 ) Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period 2,323 (902 ) 1,421 1,172 (462 ) 710 Net (gains) losses reclassified into income (1,982 ) 773 (1,209 ) (272 ) 107 (165 ) Net change in unrealized gains (losses) on foreign exchange contracts 341 (129 ) 212 900 (355 ) 545 Net gain (loss) on cash flow hedges 341 (129 ) 212 900 (355 ) 545 Other comprehensive income (loss) $ 59,888 $ (126 ) $ 59,762 $ (7,514 ) $ (355 ) $ (7,869 ) ____________________________________________ (1) Reclassification adjustment related to other-than-temporary impairment of our investment in NantHealth. Refer to Note 3, “Fair Value Measurements and Long-term Investments” and Note 7, “Asset and Long-term Investment Impairment Charges,” for further information regarding this impairment. Refer to Note 2, “Business Combinations,” for information regarding our divestiture of the NantHealth common stock. |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Revenue: Clinical and Financial Solutions $ 303,323 $ 276,503 $ 870,452 $ 830,200 Population Health 60,515 61,722 179,313 170,803 Netsmart 83,618 52,621 235,046 96,854 Unallocated Amounts 1,986 1,538 4,197 26,606 Total revenue $ 449,442 $ 392,384 $ 1,289,008 $ 1,124,463 Gross Profit: Clinical and Financial Solutions $ 130,224 $ 113,677 $ 363,228 $ 349,017 Population Health 41,947 46,337 125,535 125,152 Netsmart 39,644 17,378 111,489 32,327 Unallocated Amounts (9,896 ) (11,233 ) (32,190 ) (21,755 ) Total gross profit $ 201,919 $ 166,159 $ 568,062 $ 484,741 Income (loss) from operations: Clinical and Financial Solutions $ 68,837 $ 59,921 $ 186,846 $ 188,145 Population Health 29,298 32,977 86,282 81,895 Netsmart 7,153 (6,426 ) 23,910 (8,825 ) Unallocated Amounts (79,915 ) (69,598 ) (239,298 ) (213,871 ) Total income from operations $ 25,373 $ 16,874 $ 57,740 $ 47,344 |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Reconciliation of Cash and Cash Equivalent, Restricted Cash and Supplemental Non-Cash Information | The majority of the restricted cash balance as of September 30, 2017 represents Netsmart’s cash deposits to maintain two letters of credit with a financial institution related to customer agreements. Nine Months Ended September 30, (In thousands) 2017 2016 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 104,301 $ 76,636 Restricted cash 5,123 615 Total cash, cash equivalents and restricted cash $ 109,424 $ 77,251 Supplemental non-cash information: Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock - Netsmart by Netsmart, Inc. management $ 0 $ 25,543 Exchange of NantHealth, Inc. common stock for net assets acquired of provider/patient solutions business $ 42,750 $ 0 Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ 32,887 $ 18,344 Obligations incurred to purchase capitalized software or enter into capital leases $ 11,515 $ 0 Issuance of treasury stock to commercial partner $ 334 $ 0 |
Basis of Presentation and Sig35
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Sep. 30, 2017 | |
ASU 2016-09 [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Decrease in accumulated deficit due to the recognition of excess tax benefit after valuation allowance | $ 1.8 | $ 1.8 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 25, 2017 | Jul. 17, 2017 | Oct. 27, 2016 | Apr. 19, 2016 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||
Cash paid for business acquisitions | $ 54,308 | $ 935,280 | ||||||
Goodwill | $ 1,971,950 | $ 1,924,052 | ||||||
Contribution and investment agreement date | Mar. 20, 2016 | |||||||
Increase in goodwill from subsequent adjustment of liability | $ 9,058 | |||||||
Homecare Business [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Escrow deposit related to the integration of homecare business | $ 15,000 | 11,300 | ||||||
Escrow deposit period | 5 years | |||||||
Asset Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 4,400 | |||||||
Asset purchase agreement date | Mar. 31, 2017 | |||||||
Aggregate cash consideration to acquire intellectual property, certain contractual relationships and certain associates | $ 4,000 | |||||||
Business combination, estimated consideration payable | 700 | |||||||
Contingent consideration, fair value | 500 | |||||||
NantHealth, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 9,058 | |||||||
Acquired cash and cash equivalents, and restricted cash | 21 | |||||||
Liabilities assumed, deferred revenue | $ 9,300 | |||||||
Number of shares as consideration for asset purchase agreement | 15,000,000 | |||||||
Aggregate consideration with a fair value | $ 42,750 | |||||||
Business combination, aggregate consideration | $ 21,792 | |||||||
NantHealth, Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 9,200 | |||||||
Intangible assets, useful life (in years) | 19 years | |||||||
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 | $ 39,200 | |||||||
Business combination, adjustment of fair value of liability | 100 | |||||||
Increase in goodwill from subsequent adjustment of liability | $ 100 | |||||||
Netsmart [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 712,786 | $ 675,340 | ||||||
Increase in goodwill from subsequent adjustment of liability | $ 0 | |||||||
Netsmart [Member] | DeVero, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for business acquisitions | $ 50,700 | |||||||
Goodwill | 32,900 | |||||||
Acquired cash and cash equivalents, and restricted cash | 2,000 | |||||||
Assets acquired, other operating assets | 1,500 | |||||||
Liabilities assumed, accounts payable and accrued expenses | 2,300 | |||||||
Liabilities assumed, deferred revenue | 900 | |||||||
Liabilities assumed, deferred tax liabilities net | 8,400 | |||||||
Date of acquisition | Jul. 17, 2017 | |||||||
Goodwill, expected tax deductible amount | 0 | |||||||
Netsmart [Member] | DeVero, Inc. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 19,000 | |||||||
Intangible assets, useful life (in years) | 7 years | |||||||
Netsmart [Member] | DeVero, Inc. [Member] | Technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 6,900 | |||||||
Intangible assets, useful life (in years) | 20 years |
Schedule of Consideration Trans
Schedule of Consideration Transaction (Detail) - NantHealth, Inc. [Member] $ in Thousands | Aug. 25, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 1,742 |
NantHealth common stock | 42,750 |
Less: Value assigned to modification of existing commercial agreement with NantHealth | (22,700) |
Total consideration for NantHealth provider/patient solutions business | $ 21,792 |
Assets Acquired and Liabilities
Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Aug. 25, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,971,950 | $ 1,924,052 | |
NantHealth, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 21 | ||
Accounts receivable, net | 2,078 | ||
Prepaid expenses and other current assets | 1,806 | ||
Fixed assets | 7,099 | ||
Intangible assets | $ 12,400 | 12,400 | |
Goodwill | 9,058 | ||
Other assets | 205 | ||
Accounts payable and accrued expenses | (1,575) | ||
Deferred revenue | (9,300) | ||
Net assets acquired | $ 21,792 |
Acquired Intangible Assets Amor
Acquired Intangible Assets Amortization (Detail) - NantHealth, Inc. [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Aug. 25, 2017 | |
Business Acquisition [Line Items] | ||
Intangible assets | $ 12,400 | $ 12,400 |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 19 years | |
Intangible assets, fair value | $ 9,200 | |
Technology [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 5 years | |
Intangible assets, fair value | $ 3,000 | |
Tradenames [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life (in years) | 5 years | |
Intangible assets, fair value | $ 200 |
Pro forma Results (Detail)
Pro forma Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Netsmart [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 52,621 | $ 96,855 | ||
Net loss | (11,126) | (18,239) | ||
NantHealth, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 648,000 | 648,000 | $ 0 | 0 |
Net loss | (628,000) | (628,000) | 0 | 0 |
Combined Entity [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 451,142 | 403,741 | 1,296,008 | 1,229,471 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (27,260) | $ (14,799) | $ (223,449) | $ (66,220) |
Loss per share, basic and diluted | $ (0.15) | $ (0.08) | $ (1.24) | $ (0.35) |
Summary of Financial Assets and
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | $ 0 | $ 149,100 |
Prepaid expenses and other current assets | 115,701 | 102,551 |
Total | 271 | 149,542 |
Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 1,362 | 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 | (45,973) | (17,659) |
1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 44,882 | 17,080 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | 0 | 149,100 |
Total | 0 | 149,100 |
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 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | 0 | 0 |
Total | 1,362 | 1,021 |
Level 2 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 1,362 | 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 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale marketable securities | 0 | 0 |
Total | (1,091) | (579) |
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 | (45,973) | (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 | $ 44,882 | $ 17,080 |
Summary of Long-term Equity Inv
Summary of Long-term Equity Investments Included in Other Assets (Detail) $ in Thousands | 9 Months Ended | ||
Sep. 30, 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 | 7 | ||
Total equity investments, Number of Investees | Investment | 10 | ||
Equity method investments, Original Investment | [1] | $ 1,658 | |
Cost method investments, Original Investment | 32,784 | ||
Total equity investments, Original Investment | 34,442 | ||
Equity method investments, Carrying Value | 4,142 | $ 2,436 | |
Cost method investments, Carrying Value | 26,572 | 26,041 | |
Total equity investments, Carrying Value | $ 30,714 | $ 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 L43
Fair Value Measurements and Long-term Investments - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Other-than-temporary impairment charges on available for sale marketable securities | $ 142.2 | ||
Available for sale marketable securities cost basis | $ 205.6 | $ 205.6 | |
Loss on final disposition of securities | $ (20.7) | ||
1.25% Cash Convertible Senior Notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 1.25% | 1.25% | |
Equity Securities [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Other-than-temporary impairment charges on cost method equity investments | $ 2.1 | ||
Aggregate carrying value of cost method investments prior to impairment charges | $ 2.1 | $ 2.1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Nov. 17, 2016 | |
Class Of Stock [Line Items] | ||||||
Capitalized stock-based compensation costs | $ 0 | $ 0 | $ 0 | $ 0 | ||
Stock options granted | 0 | 0 | 0 | 0 | ||
Share issued, exercise of options and release of stock awards | 1,200,000 | 1,500,000 | ||||
Shares settled for tax withholding | 569,000 | 572,000 | ||||
Common stock repurchased, amount | $ 12,077,000 | $ 71,082,000 | ||||
Netsmart [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock options granted | 3,300 | 3,300 | ||||
Liability for outstanding awards | $ 5,200,000 | $ 5,200,000 | ||||
Estimated weighted average fair value, Black-Scholes-Merton option pricing model | $ 0.23 | $ 0.23 | $ 0.54 | |||
Stock options granted, exercise price | $ 1 | |||||
Netsmart [Member] | Time Based Option Unit Awards [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock options granted | 2,100 | |||||
Netsmart [Member] | Performance Based Option Unit Awards [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock options granted | 1,200 | |||||
November 2016 Stock Repurchase Program [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 200,000,000 | |||||
Common stock repurchased, shares | 0 | 1,000,000 | ||||
Common stock repurchased, amount | $ 12,100,000 | $ 12,100,000 | ||||
Approximate value of common stock shares yet to be purchased under the stock repurchase program | $ 163,900,000 | $ 163,900,000 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 10,404 | $ 9,773 | $ 30,391 | $ 30,834 |
Netsmart [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense (benefit) | 2,463 | 1,724 | (565) | 3,150 |
Cost of revenue [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 1,277 | 1,863 | 5,955 | 6,721 |
Cost of revenue [Member] | Netsmart [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense (benefit) | 98 | 64 | 5 | 126 |
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 | 378 | 979 | 2,491 | 3,209 |
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 expense (benefit) | 42 | 31 | 17 | 56 |
Cost of revenue [Member] | Client services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 899 | 884 | 3,464 | 3,512 |
Cost of revenue [Member] | Client services [Member] | Netsmart [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense (benefit) | 56 | 33 | (12) | 70 |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 7,193 | 6,464 | 17,793 | 17,972 |
Selling, General and Administrative Expenses [Member] | Netsmart [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense (benefit) | 2,302 | 1,617 | (557) | 2,945 |
Research and development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 1,934 | 1,446 | 6,643 | 6,141 |
Research and development [Member] | Netsmart [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense (benefit) | $ 63 | $ 43 | $ (13) | $ 79 |
Stock-Based Awards Granted (Det
Stock-Based Awards Granted (Detail) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 49 | 3,131 |
Weighted-Average Grant Date Fair Value, granted | $ 13.36 | $ 12.50 |
Service-Based Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 11 | 1,908 |
Weighted-Average Grant Date Fair Value, granted | $ 13.73 | $ 12.38 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 38 | 610 |
Weighted-Average Grant Date Fair Value, granted | $ 13.25 | $ 12.01 |
Market-Based Restricted Stock Units with a Service Condition [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 0 | 613 |
Weighted-Average Grant Date Fair Value, granted | $ 0 | $ 13.34 |
Calculations of Earnings (Loss)
Calculations of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic Loss per Common Share: | ||||
Net (loss) income | $ (17,462) | $ 157 | $ (169,038) | $ 148 |
Less: Net income attributable to non-controlling interests | (163) | (151) | (352) | (142) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,962) | (10,191) | (32,887) | (18,344) |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (28,587) | $ (10,185) | $ (202,277) | $ (18,338) |
Weighted-average common shares outstanding | 180,634 | 186,226 | 180,864 | 187,190 |
Basic Loss per Common Share | $ (0.16) | $ (0.06) | $ (1.12) | $ (0.10) |
Diluted Loss per Common Share: | ||||
Net (loss) income | $ (17,462) | $ 157 | $ (169,038) | $ 148 |
Less: Net income attributable to non-controlling interests | (163) | (151) | (352) | (142) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (10,962) | (10,191) | (32,887) | (18,344) |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (28,587) | $ (10,185) | $ (202,277) | $ (18,338) |
Weighted-average common shares outstanding | 180,634 | 186,226 | 180,864 | 187,190 |
Plus: Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 180,634 | 186,226 | 180,864 | 187,190 |
Diluted Loss per Common Share | $ (0.16) | $ (0.06) | $ (1.12) | $ (0.10) |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 26,085 | 27,580 | 26,636 | 26,219 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,481,576 | $ 1,440,840 |
Accumulated Amortization | (843,343) | (778,437) |
Intangible Assets, Net | 638,233 | 662,403 |
Registered trademarks | 79,000 | 79,000 |
Goodwill | 1,971,950 | 1,924,052 |
Total | 2,050,950 | 2,003,052 |
Proprietary Technology [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 638,118 | 627,819 |
Accumulated Amortization | (388,913) | (347,477) |
Intangible Assets, Net | 249,205 | 280,342 |
Customer Contracts and Relationships [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 843,458 | 813,021 |
Accumulated Amortization | (454,430) | (430,960) |
Intangible Assets, Net | $ 389,028 | $ 382,061 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 1,924,052 |
DeVero acquisition | 32,943 |
Nanthealth provider/patient solutions business | 9,058 |
Other additions | 4,955 |
Foreign exchange translation | 942 |
Goodwill, net | 1,971,950 |
Clinical and Financial Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill | 843,837 |
DeVero acquisition | 0 |
Nanthealth provider/patient solutions business | 0 |
Other additions | 405 |
Foreign exchange translation | 942 |
Goodwill, net | 845,184 |
Population Health [Member] | |
Goodwill [Line Items] | |
Goodwill | 404,875 |
DeVero acquisition | 0 |
Nanthealth provider/patient solutions business | 9,058 |
Other additions | 47 |
Foreign exchange translation | 0 |
Goodwill, net | 413,980 |
Netsmart [Member] | |
Goodwill [Line Items] | |
Goodwill | 675,340 |
DeVero acquisition | 32,943 |
Nanthealth provider/patient solutions business | 0 |
Other additions | 4,503 |
Foreign exchange translation | 0 |
Goodwill, net | $ 712,786 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Accumulated impairment losses associated with goodwill | $ 0 | $ 0 | $ 0 |
Additions | $ 32,943,000 | ||
NantHealth, Inc. [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Additions | 9,100,000 | ||
DeVero, Inc. [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Additions | $ 32,900,000 |
Asset and Long-term Investmen52
Asset and Long-term Investment Impairment Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Asset And Long Term Investment Impairment Charges [Abstract] | ||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 4,650 |
Impairment of and losses on long-term investments | $ 20,700 | $ 0 | $ 165,290 | $ 0 |
Asset and Long-term Investmen53
Asset and Long-term Investment Impairment Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Asset and Long-term Investment Impairment Charges [Line Items] | ||||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 4,650 | ||
Other charges | $ 400 | |||||
Other than temporary impairment charges on long-term Investments | $ 20,700 | $ 144,600 | $ 165,290 | $ 0 | ||
Capitalized Software Development Projects [Member] | ||||||
Asset and Long-term Investment Impairment Charges [Line Items] | ||||||
Asset impairment charges | 2,200 | |||||
Cost Method Equity Investments [Member] | ||||||
Asset and Long-term Investment Impairment Charges [Line Items] | ||||||
Asset impairment charges | $ 2,100 |
Debt Outstanding Excluding Capi
Debt Outstanding Excluding Capital Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Principal Balance | $ 1,462,533 | $ 1,386,813 | |
Unamortized Discount and Debt Issuance Costs | 62,280 | 74,433 | |
Net Carrying Amount | 1,400,253 | 1,312,380 | |
Principal Balance, Current | 25,000 | 15,638 | |
Unamortized Discount and Debt Issuance Costs, Current | 450 | 480 | |
Net Carrying Amount, Current | 24,550 | 15,158 | |
Principal Balance, Noncurrent | 1,432,667 | 1,366,824 | |
Unamortized Discount and Debt Issuance Costs, Noncurrent | 59,713 | 72,053 | |
Net Carrying Amount, Noncurrent | 1,372,954 | 1,294,771 | |
Netsmart [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance, Current | 4,866 | 4,351 | |
Unamortized Discount and Debt Issuance Costs, Current | 2,117 | 1,900 | |
Net Carrying Amount, Current | 2,749 | 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 | 39,319 | 49,186 | |
Net Carrying Amount | 305,681 | 295,814 | |
Senior Secured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 470,000 | 441,875 | |
Unamortized Discount and Debt Issuance Costs | 3,690 | 4,691 | |
Net Carrying Amount | 466,310 | 437,184 | |
Netsmart Non-Recourse Debt First Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 480,533 | 432,925 | |
Unamortized Discount and Debt Issuance Costs | 11,482 | 11,655 | |
Net Carrying Amount | 469,051 | 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 | 7,789 | 8,901 | |
Net Carrying Amount | 159,211 | 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 | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Debt Instrument [Line Items] | |||||
Total interest expense | $ 22,252 | $ 19,367 | $ 62,722 | $ 42,757 | |
Convertible Senior Notes and Senior Secured Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 5,577 | 3,896 | 15,079 | 11,029 | |
Amortization of discounts and debt issuance costs | 3,674 | 3,522 | 10,867 | 10,401 | |
Netsmart [Member] | |||||
Debt Instrument [Line Items] | |||||
Amortization of discounts and debt issuance costs | 894 | 930 | 2,588 | 1,778 | |
Interest expense | [1] | $ 12,107 | $ 11,019 | $ 34,188 | $ 19,549 |
[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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Coupon interest at 1.25% | $ 1,078 | $ 1,078 | $ 3,234 | $ 3,234 |
Amortization of discounts and debt issuance costs | 3,342 | 3,185 | 9,866 | 9,401 |
Total interest expense related to the 1.25% Notes | $ 4,420 | $ 4,263 | $ 13,100 | $ 12,635 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 02, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||||
Debt instrument principal amount | $ 1,462,533,000 | $ 1,386,813,000 | |||
Netsmart Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, effective percentage | 6.08% | ||||
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] | $ 225,000,000 | |||
Allscripts Senior Secured Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument principal amount | 245,000,000 | ||||
Letters of credit outstanding | 800,000 | ||||
Credit facility, amount available | $ 304,200,000 | ||||
Allscripts Senior Secured Revolving Facility [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument additional borrowings | $ 185,000,000 | ||||
Allscripts Senior Secured Revolving Facility [Member] | United States dollars [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, effective percentage | 3.49% | ||||
Allscripts Senior Secured Revolving Facility [Member] | LIBOR Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument variable rate | 2.25% | ||||
1.25% Cash Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument principal amount | $ 345,000,000 | [2] | $ 345,000,000 | ||
Interest rate | 1.25% | ||||
Netsmart First Lien Credit Agreement [Member] | Netsmart Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument principal amount | $ 0 | ||||
Letters of credit outstanding | 0 | ||||
Credit facility, amount available | 50,000,000 | ||||
Netsmart First Lien Credit Agreement [Member] | Netsmart First Lien Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument principal amount | $ 480,500,000 | ||||
Netsmart Second Lien Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, effective percentage | 10.82% | ||||
Netsmart Second Lien Credit Agreement [Member] | Netsmart Second Lien Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument principal amount | $ 167,000,000 | ||||
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 | $ 480,533,000 | ||||
Debt instrument, interest rate, effective percentage | 5.83% | ||||
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 September 30, 2017, payment of any required periodic installments of principal 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 Debt Payment
Summary of Future Debt Payment Obligations (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | ||||
Total | $ 1,462,533 | $ 1,386,813 | ||
Remainder of 2017 | 7,467 | |||
2,018 | 32,991 | |||
2,019 | 45,491 | |||
2,020 | 744,866 | |||
2,021 | 4,866 | |||
Thereafter | 626,852 | |||
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] | 225,000 | ||
Remainder of 2017 | [2] | 6,250 | ||
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 | 480,533 | |||
Remainder of 2017 | 1,217 | |||
2,018 | 4,866 | |||
2,019 | 4,866 | |||
2,020 | 4,866 | |||
2,021 | 4,866 | |||
Thereafter | 459,852 | |||
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] | 245,000 | ||
Remainder of 2017 | [2] | 0 | ||
2,018 | [2] | 0 | ||
2,019 | [2] | 0 | ||
2,020 | [2] | 245,000 | ||
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 September 30, 2017, payment of any required periodic installments of principal and that all drawn amounts are repaid upon maturity. |
Summary of Future Debt Paymen59
Summary of Future Debt Payment Obligations (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
(Loss) income before income taxes | $ (17,700) | $ (2,499) | $ (170,111) | $ (2,448) |
Income tax benefit (provision) | $ 238 | $ 2,656 | $ 1,073 | $ 2,596 |
Effective tax rate | 1.30% | 106.30% | 0.60% | 106.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||
Valuation allowance | $ 64.2 | ||
Cumulative operating income loss period considered | 3 years | ||
Unrecognized income tax benefits | $ 12 | $ 11.4 | |
ASU 2016-09 [Member] | |||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||
Tax expense on compensation cost | $ 1.5 | ||
Change in valuation allowance from offsetting release | (1.5) | ||
Cumulative effect adjustment on accumulated deficit, gross | 5.6 | ||
Decrease in accumulated deficit due to the recognition of excess tax benefit after valuation allowance | 1.8 | 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 | $ 67.8 |
Fair Value and Balance Sheet Lo
Fair Value and Balance Sheet Locations - (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | $ 46,244 | $ 18,101 |
Derivative liability, fair value | 45,973 | 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 | 1,362 | 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 | 44,882 | 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 | $ 45,973 | $ 17,659 |
Derivative Financial Instrume63
Derivative Financial Instruments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)Derivative | Sep. 30, 2017USD ($)Derivative | Sep. 30, 2017INR (₨)Derivative | Jun. 18, 2013USD ($) | |
1.25% Call Option [Member] | ||||
Derivative [Line Items] | ||||
Debt instrument interest rate | 1.25% | 1.25% | 1.25% | |
Foreign Exchange Forward Contracts [Member] | ||||
Derivative [Line Items] | ||||
Number of contracts | Derivative | 9 | 9 | 9 | |
Derivative notional amount outstanding | $ 1,800,000 | $ 1,800,000 | ₨ 120,000,000 | |
Amount of Gain (Loss) Recognized in AOCI (Effective Portion) | 0 | 0 | ||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | 0 | ||
Unrealized derivatives gains (losses) included in other comprehensive (loss) income reclassified into income | $ 1,400,000 | $ 1,400,000 | ||
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 | Oct. 31, 2017 | |||
Foreign Exchange Forward Contracts [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Date of contracts mature | Jun. 30, 2018 | |||
1.25% Notes Embedded Cash Conversion Option [Member] | ||||
Derivative [Line Items] | ||||
Debt instrument interest rate | 1.25% | 1.25% | 1.25% | |
1.25% Notes Embedded Cash Conversion Option [Member] | Level 3 [Member] | Fair Value Measurements, Recurring [Member] | ||||
Derivative [Line Items] | ||||
Fair value liability of embedded cash conversion option | $ 82,800,000 |
Derivatives Instruments Designa
Derivatives Instruments Designated as Cash Flow Hedges - (Detail) - Cash Flow Hedging [Member] - Foreign Exchange Contract [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | $ 16 | $ 971 | $ 2,323 | $ 1,172 |
Cost of revenue [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 241 | 88 | 674 | 84 |
Selling, General and Administrative Expenses [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 184 | 71 | 515 | 68 |
Research and development [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ 283 | $ 126 | $ 793 | $ 120 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Net (loss) gain included in other income, net | $ (206) | $ (56) | $ (512) | $ 205 |
1.25% Call Option [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Net (loss) gain included in other income, net | 12,837 | 2,306 | 27,802 | (39,404) |
1.25% Notes Embedded Cash Conversion Option [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Net (loss) gain included in other income, net | $ (13,043) | $ (2,362) | $ (28,314) | $ 39,609 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | $ 1,232,466 | |||
Total other comprehensive income (loss) | $ 268 | $ 10,316 | 59,762 | $ (7,869) |
Balance at the end of the period | 1,105,394 | 1,105,394 | ||
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 income (loss) before reclassifications | 3,040 | (49) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Total other comprehensive income (loss) | 3,040 | (49) | ||
Balance at the end of the period | (2,988) | (4,549) | (2,988) | (4,549) |
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 income (loss) before reclassifications | (106,355) | (8,365) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 162,865 | 0 | ||
Total other comprehensive income (loss) | 56,510 | (8,365) | ||
Balance at the end of the period | 90 | (8,365) | 90 | (8,365) |
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 income (loss) before reclassifications | 1,421 | 710 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | (1,209) | (165) | ||
Total other comprehensive income (loss) | 212 | 545 | ||
Balance at the end of the period | 831 | 803 | 831 | 803 |
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 income (loss) before reclassifications | (101,894) | (7,704) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 161,656 | (165) | ||
Total other comprehensive income (loss) | 59,762 | (7,869) | ||
Balance at the end of the period | $ (2,067) | $ (12,111) | $ (2,067) | $ (12,111) |
Components of Accumulated Oth67
Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 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) | $ 58 | $ 61 | ||
Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 531 | $ 402 | $ 521 | $ 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Foreign currency translation adjustments, Before-Tax Amount | $ 693 | $ 150 | $ 3,040 | $ (49) |
Net change in unrealized gains (losses) on available for sale securities, Before-Tax Amount | (4) | 9,750 | 56,507 | (8,365) |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (692) | 686 | 341 | 900 |
Other comprehensive (loss) income, Before-Tax Amount | (3) | 10,586 | 59,888 | (7,514) |
Foreign currency translation adjustments, Tax Effect | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, Tax Effect | 271 | (270) | (126) | (355) |
Foreign currency translation adjustments, Net | 693 | 150 | 3,040 | (49) |
Other comprehensive (loss) income, Net | 268 | 10,316 | 59,762 | (7,869) |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Available for sale securities, net loss arising during the period, Before-Tax Amount | (20,704) | 9,750 | (106,358) | (8,365) |
Available for sale securities, net loss reclassified into income, Before-Tax Amount | 20,700 | 0 | 162,865 | 0 |
Net change in unrealized gains (losses) on available for sale securities, Before-Tax Amount | (4) | 9,750 | 56,507 | (8,365) |
Available for sale securities, net loss arising during the period, Tax Effect | 1 | 0 | 3 | 0 |
Available for sale securities, net loss reclassified into income, Tax Effect | 0 | 0 | 0 | 0 |
Net change in unrealized gains (losses) on available for sale securities, Tax Effect | 1 | 0 | 3 | 0 |
Available for sale securities, net loss arising during the period, Net | (20,703) | 9,750 | (106,355) | (8,365) |
Available for sale securities, net loss reclassified into income, Net | 20,700 | 0 | 162,865 | 0 |
Net change in unrealized gains (losses) on available for sale securities, Net | (3) | 9,750 | 56,510 | (8,365) |
Other comprehensive (loss) income, Net | 56,510 | (8,365) | ||
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 | (692) | 686 | 341 | 900 |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 270 | (270) | (129) | (355) |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | (422) | 416 | 212 | 545 |
Derivatives Qualifying as Cash Flow Hedges [Member] | Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Before-Tax Amount | 16 | 971 | 2,323 | 1,172 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | (708) | (285) | (1,982) | (272) |
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (692) | 686 | 341 | 900 |
Derivatives qualifying as cash flow hedges, net (losses) gains arising during the period, Tax Effect | (6) | (382) | (902) | (462) |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | 276 | 112 | 773 | 107 |
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 270 | (270) | (129) | (355) |
Derivatives qualifying as cash flow hedges, net (losses) gains arising during the period, Net | 10 | 589 | 1,421 | 710 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Net | (432) | (173) | (1,209) | (165) |
Derivatives qualifying as cash flow hedges, net gain (loss), Net | $ (422) | $ 416 | 212 | 545 |
Other comprehensive (loss) income, Net | $ 212 | $ 545 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Number of operating segments | 8 |
Population Health [Member] | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 4 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 449,442 | $ 392,384 | $ 1,289,008 | $ 1,124,463 |
Gross Profit | 201,919 | 166,159 | 568,062 | 484,741 |
Income from operations | 25,373 | 16,874 | 57,740 | 47,344 |
Unallocated Amounts [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,986 | 1,538 | 4,197 | 26,606 |
Gross Profit | (9,896) | (11,233) | (32,190) | (21,755) |
Income from operations | (79,915) | (69,598) | (239,298) | (213,871) |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 303,323 | 276,503 | 870,452 | 830,200 |
Gross Profit | 130,224 | 113,677 | 363,228 | 349,017 |
Income from operations | 68,837 | 59,921 | 186,846 | 188,145 |
Population Health [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 60,515 | 61,722 | 179,313 | 170,803 |
Gross Profit | 41,947 | 46,337 | 125,535 | 125,152 |
Income from operations | 29,298 | 32,977 | 86,282 | 81,895 |
Netsmart [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 83,618 | 52,621 | 235,046 | 96,854 |
Gross Profit | 39,644 | 17,378 | 111,489 | 32,327 |
Income from operations | $ 7,153 | $ (6,426) | $ 23,910 | $ (8,825) |
Supplemental Disclosures - Addi
Supplemental Disclosures - Additional Information (Detail) | Sep. 30, 2017LetterOfCredit |
Netsmart [Member] | |
Schedule Of Supplemental Disclosures [Line Items] | |
Number of letter of credit maintained | 2 |
Summary of Reconciliation of Ca
Summary of Reconciliation of Cash and Cash Equivalent, Restricted Cash and Supplemental Non-Cash Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of cash, cash equivalents and restricted cash: | ||||||
Cash and cash equivalents | $ 104,301 | $ 76,636 | $ 104,301 | $ 76,636 | $ 95,607 | |
Restricted cash | 5,123 | 615 | 5,123 | 615 | 1,003 | |
Total cash, cash equivalents and restricted cash | 109,424 | 77,251 | 109,424 | 77,251 | $ 96,610 | $ 116,873 |
Supplemental non-cash information: | ||||||
Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | $ 10,962 | $ 10,191 | 32,887 | 18,344 | ||
Obligations incurred to purchase capitalized software or enter into capital leases | 11,515 | 0 | ||||
Issuance of treasury stock to commercial partner | 334 | 0 | ||||
NantHealth, Inc. [Member] | ||||||
Supplemental non-cash information: | ||||||
Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock - Netsmart by Netsmart, Inc. management | 42,750 | 0 | ||||
Netsmart Inc Management | ||||||
Supplemental non-cash information: | ||||||
Exchange of Netsmart, Inc. common stock for redeemable convertible preferred stock - Netsmart by Netsmart, Inc. management | $ 0 | $ 25,543 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - McKesson Corporation [Member] $ in Millions | Oct. 02, 2017USD ($)Subsidiary |
Subsequent Event [Line Items] | |
Number of wholly owned subsidiaries in which outstanding equity interest acquired | Subsidiary | 2 |
Purchase price net of adjustments | $ | $ 185 |