Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MDRX | |
Entity Registrant Name | ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | |
Entity Central Index Key | 1,124,804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 174,609,840 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 135,851 | $ 155,839 |
Restricted cash | 4,925 | 6,659 |
Accounts receivable, net of allowance of $53,555 and $37,735 as of June 30, 2018 and December 31, 2017, respectively | 522,144 | 567,873 |
Contract assets | 64,419 | 0 |
Prepaid expenses and other current assets | 128,325 | 115,463 |
Total current assets | 855,664 | 845,834 |
Fixed assets, net | 160,585 | 165,603 |
Software development costs, net | 225,251 | 222,189 |
Intangible assets, net | 839,173 | 826,872 |
Goodwill | 2,107,818 | 2,004,953 |
Deferred taxes, net | 4,457 | 4,574 |
Contract assets - long-term | 46,173 | 0 |
Other assets | 114,555 | 148,849 |
Assets attributable to discontinued operations | 0 | 11,276 |
Total assets | 4,353,676 | 4,230,150 |
Current liabilities: | ||
Accounts payable | 121,622 | 97,583 |
Accrued expenses | 113,122 | 85,915 |
Accrued compensation and benefits | 109,120 | 99,632 |
Deferred revenue | 531,189 | 546,830 |
Current maturities of long-term debt | 19,509 | 27,687 |
Current maturities of non-recourse long-term debt - Netsmart | 2,766 | 2,755 |
Current maturities of capital lease obligations | 9,846 | 7,865 |
Total current liabilities | 907,174 | 868,267 |
Long-term debt | 983,133 | 906,725 |
Non-recourse long-term debt - Netsmart | 624,549 | 625,193 |
Long-term capital lease obligations | 6,666 | 7,105 |
Deferred revenue | 20,653 | 24,047 |
Deferred taxes, net | 129,262 | 93,643 |
Other liabilities | 80,340 | 92,205 |
Liabilities attributable to discontinued operations | 4,443 | 21,358 |
Total liabilities | 2,756,220 | 2,638,543 |
Redeemable convertible non-controlling interest - Netsmart | 455,832 | 431,535 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of June 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of June 30, 2018 and December 31, 2017; 270,709 and 174,534 shares issued and outstanding as of June 30, 2018, respectively; 269,335 and 180,832 shares issued and outstanding as of December 31, 2017, respectively | 2,707 | 2,693 |
Treasury stock: at cost, 96,175 and 88,504 shares as of June 30, 2018 and December 31, 2017, respectively | (424,641) | (322,735) |
Additional paid-in capital | 1,766,863 | 1,781,059 |
Accumulated deficit | (228,308) | (338,150) |
Accumulated other comprehensive loss | (4,206) | (1,985) |
Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity | 1,112,415 | 1,120,882 |
Non-controlling interest | 29,209 | 39,190 |
Total stockholders’ equity | 1,141,624 | 1,160,072 |
Total liabilities and stockholders’ equity | $ 4,353,676 | $ 4,230,150 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 53,555 | $ 37,735 |
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 | 270,709,000 | 269,335,000 |
Common stock, shares outstanding | 174,534,000 | 180,832,000 |
Treasury stock at cost, shares | 96,175,000 | 88,504,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue: | ||||
Software delivery, support and maintenance | $ 336,406 | $ 275,033 | $ 666,172 | $ 543,221 |
Client services | 189,171 | 151,058 | 373,331 | 296,345 |
Total revenue | 525,577 | 426,091 | 1,039,503 | 839,566 |
Cost of revenue: | ||||
Software delivery, support and maintenance | 114,442 | 89,071 | 218,852 | 172,468 |
Client services | 165,794 | 122,229 | 320,562 | 247,168 |
Amortization of software development and acquisition-related assets | 32,678 | 27,300 | 66,451 | 53,787 |
Total cost of revenue | 312,914 | 238,600 | 605,865 | 473,423 |
Gross profit | 212,663 | 187,491 | 433,638 | 366,143 |
Selling, general and administrative expenses | 149,081 | 112,037 | 292,151 | 222,882 |
Research and development | 80,342 | 46,459 | 150,319 | 95,691 |
Asset impairment charges | 30,075 | 0 | 30,075 | 0 |
Amortization of intangible and acquisition-related assets | 11,962 | 7,891 | 24,210 | 15,203 |
(Loss) income from operations | (58,797) | 21,104 | (63,117) | 32,367 |
Interest expense | (26,454) | (20,290) | (51,500) | (40,470) |
Other (loss) income, net | (19) | (214) | (65) | 25 |
Gain on sale of businesses, net | 173,129 | 0 | 172,258 | 0 |
Impairment of long-term investments | (9,987) | (144,590) | (15,487) | (144,590) |
Equity in net income (loss) of unconsolidated investments | 767 | (28) | 706 | 257 |
Income (loss) from continuing operations before income taxes | 78,639 | (144,018) | 42,795 | (152,411) |
Income tax (provision) benefit | (3,683) | 1,007 | (769) | 835 |
Income (loss) from continuing operations, net of tax | 74,956 | (143,011) | 42,026 | (151,576) |
(Loss) income from discontinued operations, net of tax | (684) | 0 | 3,731 | 0 |
Net income (loss) | 74,272 | (143,011) | 45,757 | (151,576) |
Less: Net loss (income) attributable to non-controlling interests | 2,700 | 264 | 3,490 | (189) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (12,148) | (10,963) | (24,297) | (21,925) |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 64,824 | $ (153,710) | $ 24,950 | $ (173,690) |
Basic | ||||
Continuing operations | $ 0.36 | $ (0.85) | $ 0.11 | $ (0.96) |
Discontinued operations | 0 | 0 | 0.03 | 0 |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per share | 0.36 | (0.85) | 0.14 | (0.96) |
Diluted | ||||
Continuing operations | 0.36 | (0.85) | 0.11 | (0.96) |
Discontinued operations | 0 | 0 | 0.03 | 0 |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per share | $ 0.36 | $ (0.85) | $ 0.14 | $ (0.96) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 74,272 | $ (143,011) | $ 45,757 | $ (151,576) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (1,685) | 832 | (1,562) | 2,347 |
Change in unrealized gain on available for sale securities | 0 | 131,213 | 0 | 56,511 |
Change in fair value of derivatives qualifying as cash flow hedges | (460) | (315) | (1,093) | 1,033 |
Other comprehensive (loss) income before income tax benefit (expense) | (2,145) | 131,730 | (2,655) | 59,891 |
Income tax benefit (expense) related to items in other comprehensive income (loss) | 120 | 124 | 434 | (397) |
Total other comprehensive (loss) income | (2,025) | 131,854 | (2,221) | 59,494 |
Comprehensive income (loss) | 72,247 | (11,157) | 43,536 | (92,082) |
Less: Comprehensive loss (income) attributable to non-controlling interests | 2,700 | 264 | 3,490 | (189) |
Comprehensive income (loss), net | $ 74,947 | $ (10,893) | $ 47,026 | $ (92,271) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 45,757 | $ (151,576) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 132,217 | 101,297 |
Stock-based compensation expense | 19,962 | 18,461 |
Deferred taxes | 588 | (4,659) |
Asset impairment charges | 30,075 | 0 |
Impairment of long-term investments | 15,487 | 144,590 |
Equity in net income of unconsolidated investments | (706) | (257) |
Gain on sale of businesses, net | (172,258) | 0 |
Other losses, net | (365) | 2,294 |
Changes in operating assets and liabilities (net of businesses acquired): | ||
Accounts receivable and contract assets, net | 11,411 | (13,047) |
Prepaid expenses and other assets | (567) | (9,231) |
Accounts payable | 19,416 | (2,830) |
Accrued expenses | 359 | (5,187) |
Accrued compensation and benefits | (947) | (2,102) |
Deferred revenue | (32,932) | 24,923 |
Other liabilities | (957) | 6,683 |
Net cash provided by operating activities | 66,540 | 109,359 |
Cash flows from investing activities: | ||
Capital expenditures | (16,613) | (25,035) |
Capitalized software | (68,987) | (71,582) |
Cash paid for business acquisitions, net of cash acquired | (179,041) | (3,975) |
Cash received from sale of businesses, net | 246,801 | 0 |
Purchases of equity securities, other investments and related intangible assets | (2,723) | (1,323) |
Other proceeds from investing activities | 45 | 0 |
Net cash used in investing activities | (20,518) | (101,915) |
Cash flows from financing activities: | ||
Proceeds from sale or issuance of common stock | 212 | 0 |
Taxes paid related to net share settlement of equity awards | (8,610) | (6,554) |
Payments of capital lease obligations | (5,388) | (5,966) |
Credit facility payments | (217,434) | (110,939) |
Credit facility borrowings, net of issuance costs | 275,843 | 120,000 |
Repurchase of common stock | (101,905) | (12,077) |
Payment of acquisition financing obligations | (3,226) | 0 |
Purchases of subsidiary shares owned by non-controlling interest | (6,945) | 0 |
Net cash used in financing activities | (67,453) | (15,536) |
Effect of exchange rate changes on cash and cash equivalents | (291) | 596 |
Net decrease in cash and cash equivalents | (21,722) | (7,496) |
Cash, cash equivalents and restricted cash, beginning of period | 162,498 | 96,610 |
Cash, cash equivalents and restricted cash, end of period | $ 140,776 | $ 89,114 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 and 2017 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 (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. Change in Presentation During the first quarter of 2018, we changed the presentation of certain bundled revenue streams. Such revenue was previously included as part of software delivery, support and maintenance revenue. Under the new presentation, such revenue is included as part of client services revenue. The revenues previously reported for the three and six months ended June 30, 2017 have been recast to match the new presentation by reducing software delivery, support and maintenance and increasing client services by $4.2 million and $8.5 million, respectively. Significant Accounting Policies We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASC 606”) effective on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. There have been no other significant changes to our significant accounting policies from those disclosed in our Form 10-K. Recently Adopted Accounting Pronouncements In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business Accounting Pronouncements Not Yet Adopted In June 2018, the FASB issued Accounting Standards Update No. 2018-07, “ Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “ Leases (Topic 842) 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. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers Our two primary revenue streams are (i) software delivery, support and maintenance and (ii) client services. Software delivery revenue consists of all of our proprietary software sales (either under a perpetual or term license delivery model), transaction-related revenue and the resale of hardware and third-party software. Support and maintenance revenue consists of revenue from post-contract client support and maintenance services, which include telephone support services, maintaining and upgrading software and ongoing enhanced maintenance. Client services revenue consists of revenue from managed services solutions, such as private cloud hosting, outsourcing and revenue cycle management, as well as other client services or project-based revenue from implementation, training and consulting services. For some clients, we host the software applications licensed from us using our own or third-party servers. For other clients, we offer an outsourced service in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees. Adoption of New Revenue Standard (ASC 606) In May 2014, the FASB issued ASC 606 to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under the previous FASB Accounting Standards Codification 605, Revenue Recognition 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 adopted the standard effective on January 1, 2018 using the modified retrospective method. We also implemented internal controls, and continue to refine, our updated processes and key systems to allow us to continue to comply with the new requirements. The reported results for the three and six months ended June 30, 2018 reflect the adoption of ASC 606. The comparative information for the three and six months ended June 30, 2017 has not been restated and will continue to be reported under the previous guidance of ASC 605, which was in effect during that period. The table below reflects the cumulative adjustments that were made to balances previously reported in the condensed consolidated balance sheet as of December 31, 2017. The majority of the cumulative adjustments were recorded during the quarter ended March 31, 2018. During the quarter ended June 30, 2018, we identified additional cumulative adjustments, which resulted in an increase to retained earnings of $14.0 million, an increase to contract assets of $15.9 million, an increase to deferred taxes, net of $4.9 million and a decrease to deferred revenue of $3.0 million. As Reported Adjustments Adjusted (In thousands, except per share amounts) December 31, 2017 due to ASC 606 January 1, 2018 Accounts receivable, net $ 567,873 $ (32,529 ) $ 535,344 Contract assets 0 92,447 92,447 Prepaid expenses and other current assets 115,463 11,646 127,109 Deferred revenue, current 546,830 (10,423 ) 536,407 Deferred revenue, long-term 24,047 0 24,047 Deferred taxes, net 93,643 21,392 115,035 Accumulated deficit (338,150 ) 60,595 (277,555 ) The adoption of ASC 606 had no impact on cash from or used in operating, financing or investing activities reported in our consolidated statement of cash flows for the year ended December 31, 2017. The following tables compare the reported condensed consolidated balance sheet and statement of operations as of and for the three and six months ended June 30, 2018 to the pro-forma amounts assuming the previous guidance of ASC 605 had been in effect: June 30, 2018 (In thousands, except per share amounts) As reported under ASC 606 Adjustments due to ASC 606 Pro forma under ASC 605 Accounts receivable, net $ 522,144 $ 110,913 $ 633,057 Contract assets 64,419 (64,419 ) 0 Prepaid expenses and other current assets 128,325 (2,897 ) 125,428 Contract assets - long-term 46,173 (46,173 ) 0 Deferred revenue, current 531,189 2,186 533,375 Deferred taxes, net 129,262 (8,542 ) 120,720 Accumulated deficit (228,308 ) 3,780 (224,528 ) Three Months Ended June 30, 2018 (In thousands, except per share amounts) As reported under ASC 606 Adjustments due to ASC 606 Pro forma under ASC 605 Software delivery, support and maintenance $ 336,406 $ (6,107 ) $ 330,299 Client services 189,171 (887 ) 188,284 Gross profit 212,663 (7,141 ) 205,522 Selling, general and administrative expenses 149,081 111 149,192 Loss from operations (58,797 ) (7,252 ) (66,049 ) Income (loss) from continuing operations before income taxes 78,639 (7,590 ) 71,049 Income tax (provision) benefit (3,683 ) 1,997 (1,686 ) Net income (loss) 74,272 (5,593 ) 68,679 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 64,824 (5,593 ) $ 59,231 Earnings (loss) per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.36 (0.03 ) $ 0.33 Earnings (loss) per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.36 (0.03 ) $ 0.33 Six Months Ended June 30, 2018 (In thousands, except per share amounts) As reported under ASC 606 Adjustments due to ASC 606 Pro forma under ASC 605 Software delivery, support and maintenance $ 666,172 $ (11,135 ) $ 655,037 Client services 373,331 (1,953 ) 371,378 Gross profit 433,638 (13,420 ) 420,218 Selling, general and administrative expenses 292,151 (107 ) 292,044 Loss from operations (63,117 ) (13,313 ) (76,430 ) Income (loss) from continuing operations before income taxes 42,795 (13,837 ) 28,958 Income tax (provision) benefit (769 ) 3,626 2,857 Net income (loss) 45,757 (10,211 ) 35,546 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 24,950 (10,211 ) $ 14,739 Earnings (loss) per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.14 (0.06 ) $ 0.08 Earnings (loss) per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.14 (0.06 ) $ 0.08 The recognition of revenue related to hardware sales, software-as-a-service-based offerings, client services, electronic data interchange services and managed services remained substantially unchanged under ASC 606. The adoption of ASC 606 resulted in an increase in contract assets driven by upfront recognition of revenue, rather than over the subscription period, from certain multi-year software subscription contracts that include both software licenses and software support and maintenance. Costs to Obtain or Fulfill a Contract Under ASC 605, we only capitalized direct sales commissions that were specifically associated with new or renewal contracts. The new revenue recognition guidance under ASC 606 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 identified certain indirect commissions and other payments that were eligible for capitalization under ASC 606 as they were incremental costs solely associated with new or renewal contracts that we expected to recover. Certain costs related to the fulfillment of contracts will also be capitalized. As a result, we recorded a deferral for such costs of $8.6 million, net of tax, upon adoption of the new guidance on January 1, 2018, which was included in the cumulative effect of initially applying ASC 606. Capitalized costs to obtain or fulfill a contract are amortized over periods ranging from two to nine years which represent the initial contract term or a longer period, if renewals are expected and the renewal commission, if any, is not commensurate with the initial commission. We classify such capitalized costs as current or non-current based on the expected timing of expense recognition. The current and non-current portions are included in prepaid expenses and other current assets, and other assets, respectively, in our consolidated balance sheets. At June 30, 2018, we had $26.5 million and $36.0 million of capitalized costs to obtain or fulfill a contract included in prepaid expenses and other current assets and other assets, respectively, in our consolidated balance sheets. During the three ended June 30, 2018, we recognized $7.6 million of amortization expense related to such capitalized costs, of which $7.5 million is included in selling, general and administrative expenses and $0.1 million is included in cost of revenue in our consolidated statements of operations. During the six months ended June 30, 2018, we recognized $15.8 million of amortization expense related to such capitalized costs, of which $15.5 million is included in selling, general and administrative expenses and $0.3 million is included in cost of revenue in our consolidated statement of operations. Contract Balances The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivables, contract assets and customer advances and deposits. Accounts receivable, net includes both billed and unbilled amounts where the right to receive payment is unconditional and only subject to the passage of time. Contract assets include amounts where revenue recognized exceeds the amount billed to the customer and the right to payment is not solely subject to the passage of time. Deferred revenue includes advanced payments and billings in excess of revenue recognized. Our contract assets and deferred revenue are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current or long-term based on the timing of when we expect to complete the related performance obligations and bill the customer. Deferred revenue is classified as current or long-term based on the timing of when we expect to recognize revenue. In general, with the exception of fixed fee project-based client service offerings (such as implementation services), we sell our software solutions on date-based milestone events where control transfers and use of the software occurs on the delivery date but the associated payments for the software license occur on future milestone dates. In such instances, unbilled amounts are included in contract assets since our right to receive payment is conditional upon the continued functionality of the software and the provision of ongoing support and maintenance. Our fixed fee project-based client service offerings typically require us to provide the services with either a significant portion or all amounts due prior to service completion. Since our right to payment is not unconditional, amounts associated with work prior to the completion date are also deemed to be contract assets. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account in ASC 606. A performance obligation is considered distinct when both (i) a customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer and (ii) the promised product or service is separately identifiable from other promises in the contract. Activities related to the fulfillment of a contract that do not transfer products or services to a customer, such as contract preparation or legal review of contract terms, are not deemed to be performance obligations. Based on the similarities in the definitions of a “deliverable” under ASC 605 and “performance obligation” under ASC 606, our identification of performance obligations under ASC 606 did not result in a significant divergence from our existing identification approach. We generally sell our solutions through multi-element arrangements where we provide the customer with (1) software license, (2) support and maintenance, (3) embedded content such as third-party software and (4) client services. Incremental solutions, such as hardware and managed services are also provided based upon a customer’s preferences and requirements. We deem that a customer is typically able to benefit from a product or service on its own or together with readily available resources when we sell such product or service on a standalone basis. We have historically sold the majority of our performance obligations, with the exception of software licenses, on a standalone basis. Incremental solutions, such as hardware, client services and managed services, are often negotiated and fulfilled on an independent sales order basis as customer needs and requirements change over the course of a relationship period. In addition, support and maintenance and embedded content are provided on a stand-alone basis through the renewal process. One of the product offerings under our CareInMotion TM Additionally, our support and maintenance obligations include multiple discrete performance obligations, with the two largest being unspecified product upgrades or enhancements, and technical support, which can be offered at various points during a contract period. We believe that the multiple discrete performance obligations within our overall support and maintenance obligations can be viewed as a single performance obligation since both the unspecified product upgrades and technical support are activities to fulfill the maintenance performance obligation and are rendered concurrently. Generally, we do not provide additional warranties to clients above and beyond warranties that the solutions purchased will perform in accordance with the agreed-upon specifications. On rare occasions, when additional warranties are granted, we evaluate on a case-by-case basis whether the additional warranty granted represents a separate performance obligation. The breakdown of revenue recognized related based on the origination of performance obligations and elected accounting expedients is presented in the table below: (In thousands) Three Months Ended March 31, 2018 Three Months Ended June 30, 2018 Revenue related to deferred revenue balance at beginning of period $ 204,297 $ 215,519 Revenue related to new performance obligations satisfied during the period 257,222 244,082 Revenue recognized under "right-to-invoice" expedient 49,638 62,812 Reimbursed travel expenses, shipping and other revenue 2,769 3,164 Total revenue $ 513,926 $ 525,577 The aggregate amount of contract transaction price related to remaining unsatisfied performance obligations (commonly referred to as “backlog”) represents contracted revenue that has not yet been recognized and includes both deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog equaled $4.8 billion as of June 30, 2018, of which we expect to recognize approximately 38% over the next 12 months, and the remaining 62% thereafter. Accounting Policy Elections and Practical Expedients The majority of our contracts contain provisions that require customer payment no later than one year from the transfer of control of the related performance obligation. Perpetual software license contracts in which payments range from 2 to 10 years contain a financing component. Interest income is recognized in these circumstances and totaled $0.3 million and $0.5 million during the three and six months ended June 30, 2018. We have elected to exclude from the measurement of the transaction price all taxes (e.g. sales, use, value-added, etc.) assessed by government authorities and collected from a customer. Therefore, revenue is recognized net of such taxes. Within the normal course of business, we contract with customers to deliver and ship tangible products such as computer hardware or licensed software disks. In these situations, the control of the products transfers to the customer when the product reaches the shipper based on free on board (FOB) shipping clauses. We have elected to use the practical expedient allowed under ASC 606 to account for shipping and handling activities that occur after the customer has obtained control of a promised good as fulfillment costs rather than as an additional promised service and, therefore, we do not allocate a portion of the transaction price to a shipping service obligation. Instead, we record as revenue any amounts billed to customers for shipping and handling costs and record as cost of revenue the actual shipping costs incurred. Additionally, our standard contract terms allow for the reimbursement by a customer for certain travel expenses necessary to provide on-site services to the customer, such as implementation and training. Such reimbursed travel expenses are reported on a gross basis. Since such reimbursed travel expenses do not represent a distinct good or service nor represent incremental value provided to a customer, a performance obligation is deemed not to exist. In certain situations, however, when the allowable reimbursable expenses amount is capped, we believe that such cap represents the most likely amount of variable consideration and the capped amount is included in the total contract transaction price. In accordance with ASC 606, if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice (“right-to-invoice” practical expedient). We have elected to utilize this expedient as it relates to transaction-based services (such as revenue cycle management) and electronic data interchange transactions. Revenue Recognition We recognize revenue only when we satisfy an identified performance obligation (or bundle of obligations) by transferring control of a promised product or service to a customer. We consider a product or service to be transferred when a customer obtains control because a customer has sole possession of the right to use (or the right to direct the use of) the product or service for the remainder of its economic life or to consume the product or service in its own operations. We evaluate the transfer of control primarily from the customer’s perspective as this reduces the risk that revenue is recognized for activities that do not transfer control to the customer. The majority of our revenue is recognized over time because a customer continuously and simultaneously receives and consumes the benefits of our performance. The exceptions to this pattern are our sales of perpetual and term software licenses, and hardware, where we determined that a customer obtains control of the asset upon delivery, shipment or granting of access. The following table summarizes the pattern of revenue recognition for our most significant performance obligations: Performance Obligation Revenue Recognition Pattern Measure of progress Support and maintenance ("SMA") Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Software as a service ("SaaS") Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Private cloud hosting Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Client/Education services Over time Input method (cost to cost) – revenue is recognized proportionally over the service implementation based on hours Outsourcing services Over time Input method (cost to cost) – revenue is recognized proportionally over the outsourcing period Payerpath (transaction volume) Over time Output method ("right-to-invoice" practical expedient) – value transferred to the customer is reflected on invoicing. Software licenses Point in time Upon shipment or electronically delivered, as applicable Hardware Point in time Upon shipment When evaluating our SMA, SaaS and private cloud hosting performance obligations, we noted that these obligations are fulfilled as stand-ready obligations to perform and, therefore, we deem the obligations to be satisfied evenly over time. Client services, such as those relating to implementation, consulting, training or education, are generally not fulfilled evenly over the contract period but rather over a shorter timeline where work effort can rise or decline based upon stages of the project work effort. These client services are typically quoted to a customer as a fixed fee amount that covers the implementation effort. Delivery progress for these services is measured by establishing an approved cost budget with labor hour inputs utilized to gauge percentage of completion of the work effort. Therefore, revenue for our client, education and outsourcing services is recognized proportionally with the progress of the implementation work effort. Payerpath transaction volume and other transaction-based service obligations, such as revenue cycle management services, are fulfilled over time but are not provided evenly over the contract period and reliable inputs are not available to track progress of completion. We determined that value is provided to the customer throughout the contract period and the pricing charged to the customer varies on a monthly basis, based upon the volume of the customer’s transactions processed in that respective period. The invoiced amount to the customer represents this value and, accordingly, the practical expedient to recognize revenue based upon invoicing is most appropriate. We considered the specific implementation guidance for accounting for licenses of intellectual property (“IP”) to determine if point in time or over time recognition was more appropriate. The first step in the licensing framework is to determine whether the license is distinct or combined with other goods and services. For most of our software licensing products, the licenses are distinct, with the exception of one of our product offerings under our CareInMotion TM Disaggregation of Revenue We disaggregate our revenue from contracts with customers based on the type of revenue and nature of revenue stream, as we believe those categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The below tables summarize revenue by type and nature of revenue stream as well as by our reportable segments: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Revenue: Software delivery, support and maintenance Recurring revenue $ 292,991 $ 224,078 $ 587,446 $ 451,528 Non-recurring revenue 43,415 50,955 78,726 91,693 Total software delivery, support and maintenance 336,406 275,033 666,172 543,221 Client services Recurring revenue $ 134,385 $ 99,136 $ 256,859 $ 200,915 Non-recurring revenue 54,786 51,922 116,472 95,430 Total client services 189,171 151,058 373,331 296,345 Total revenue $ 525,577 $ 426,091 $ 1,039,503 $ 839,566 Three Months Ended June 30, 2018 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 235,268 $ 50,896 $ 51,951 $ (2,073 ) $ 364 $ 336,406 Client services 154,229 6,172 34,415 (5,732 ) 87 189,171 Total revenue $ 389,497 $ 57,068 $ 86,366 $ (7,805 ) $ 451 $ 525,577 Three Months Ended June 30, 2017 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 182,811 $ 39,021 $ 49,548 $ 3,653 $ 0 $ 275,033 Client services 121,300 3,487 28,873 (2,602 ) 0 151,058 Total revenue $ 304,111 $ 42,508 $ 78,421 $ 1,051 $ 0 $ 426,091 Six Months Ended June 30, 2018 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 465,825 $ 112,095 $ 101,197 $ (908 ) $ (12,037 ) $ 666,172 Client services 297,651 14,678 67,655 (8,845 ) 2,192 373,331 Total revenue $ 763,476 $ 126,773 $ 168,852 $ (9,753 ) $ (9,845 ) $ 1,039,503 Six Months Ended June 30, 2017 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 361,142 $ 78,710 $ 96,044 $ 7,325 $ 0 $ 543,221 Client services 239,149 7,227 55,384 (5,415 ) 0 296,345 Total revenue $ 600,291 $ 85,937 $ 151,428 $ 1,910 $ 0 $ 839,566 |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations 2018 Business Combinations Agreement to Acquire Health Grid On May 18, 2018, we acquired all the capital stock of Health Grid Holding Company, a Delaware corporation (“Health Grid”), for a total price of $110.0 million, consisting of an initial payment of $60.0 million plus up to an aggregate of $50.0 million in future earnout payments based on Health Grid achieving certain revenue targets over the three years following the acquisition (subject to adjustments for net working capital, cash, debt and transaction expenses). At the time of closing, we pre-paid $10.0 million of the earnout payments and the remaining contingent consideration of up to $40.0 million was valued at $23.9 million . Health Grid is a patient engagement solutions provider that assists independent providers, hospitals and health systems to improve patient interactions and satisfaction. We expect to integrate the capabilities of Health Grid into our FollowMyHealth ® (In thousands) Aggregate purchase price $ 60,000 First earnout payment paid by Allscripts 10,000 Fair value of contingent consideration payment 23,915 Closing purchase price adjustments 1,804 Total consideration paid for Health Grid $ 95,719 The allocation of the fair value of the consideration transferred as of the acquisition date of May 18, 2018 is shown in the table below. This allocation is preliminary and subject to changes, which could be significant, as appraisals of tangible and intangible assets are finalized, and additional information becomes available. The goodwill is not expected to be deductible for tax purposes. (In thousands) Cash and cash equivalents $ 1,783 Accounts receivable, net 3,968 Prepaid expenses and other assets 186 Fixed assets 200 Intangible assets 41,000 Goodwill 53,747 Accounts payable and accrued expenses (478 ) Deferred revenue (700 ) Long-term deferred tax liability (3,987 ) Net assets acquired $ 95,719 The following table summarizes the preliminary fair values of the identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Customer Relationships 15 $ 28,000 Technology 8 13,000 $ 41,000 We incurred $0.3 million of acquisition costs which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the three and six months ended June 30, 2018. The results of operations of Health Grid were not material to our consolidated results of operations for the three and six months ended June 30, 2018. Acquisition of Practice Fusion, Inc. On February 13, 2018, we completed the acquisition of Practice Fusion, Inc., a Delaware corporation (“Practice Fusion”), for aggregate consideration of $113.7 million paid in cash. Practice Fusion offers an affordable certified cloud-based electronic health record (“EHR”) for traditionally hard-to-reach small, independent physician practices. The consideration paid for Practice Fusion is shown below: (In thousands) Aggregate purchase price $ 100,000 Add: Net working capital surplus 469 Less: Adjustment for assumed indebtedness (1,684 ) Add: Closing cash 14,951 Total consideration paid for Practice Fusion $ 113,736 The allocation of the fair value of the consideration transferred as of the acquisition date of February 13, 2018 is shown in the table below. (In thousands) Cash and cash equivalents $ 14,951 Accounts receivable, net 13,328 Prepaid expenses and other current assets 809 Fixed assets 1,764 Intangible assets 67,200 Goodwill 35,329 Other assets 43 Accounts payable and accrued expenses (7,620 ) Deferred revenue (2,400 ) Long-term deferred tax liability (8,853 ) Other liabilities (815 ) Net assets acquired $ 113,736 We recorded a $0.6 million measurement period adjustment during the six months ended June 30, 2018, which resulted in an increase in goodwill with an offset to long-term deferred tax liabilities. The following table summarizes the preliminary fair values of the identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Customer Relationships - Physician Practices 15 $ 28,700 Customer Relationships - Pharmaceutical Partners 20 19,800 Technology 8 14,800 Tradenames 10 3,900 $ 67,200 We incurred $0.3 million and $0.8 million of acquisition costs which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the three and six months ended June 30, 2018. The results of operations of Practice Fusion were not material to our consolidated results Other Acquisitions and Divestiture On June 15, 2018, we acquired all the outstanding minority interest in a third party for $6.9 million. We initially acquired a controlling interest in the third party in April 2015. Therefore, this transaction was treated as an equity transaction and the cash payment is reported as part of cash flow from financing activities in the consolidated statement of cash flows for the six months ended June 30, 2018. On April 2, 2018, Allscripts Healthcare, LLC, a wholly-owned subsidiary of the Company (“Healthcare LLC”) and certain subsidiaries of Healthcare LLC and Hyland Software, Inc., an Ohio corporation (“Hyland”), completed the transactions contemplated by an Asset Purchase Agreement (the “Asset Purchase Agreement”) by which Hyland acquired substantially all of the assets of the Allscripts’ business providing hospitals and health systems document and other content management software and services generally known as “OneContent.” Allscripts acquired the OneContent business during the fourth quarter of 2017 through the acquisition of the EIS Business (as defined below). Certain assets of Allscripts relating to the OneContent business were excluded from the transaction and retained by Allscripts, as described in the Asset Purchase Agreement. In addition, Hyland assumed certain liabilities related to the OneContent business under the terms of the Asset Purchase Agreement. The total consideration for the OneContent business was $260 million, which is subject to certain adjustments for liabilities assumed by Hyland and net working capital as described in the Asset Purchase Agreement. We realized a gain upon sale of $177.9 million which is included in the “Gain on sales of businesses, net” line in our consolidated statements of operations for the three and six months ended June 30, 2018. On March 15, 2018, we entered into an agreement with a third party to contribute certain assets and liabilities of our Strategic Sourcing business unit, acquired as part of the acquisition of the EIS Business in 2017, into a new entity. We were also obligated to contribute $2.7 million of cash as additional consideration, which was paid during April 2018. In exchange for our contributions, we obtained a 35.7% interest in the new entity, which was valued at $4.0 million and is included in Other assets in our consolidated balance sheet as of June 30, 2018. This investment will be accounted for under the equity method of accounting. As a result of this transaction, we recognized an initial loss of $0.9 million and $4.7 million in additional losses due to measurement period adjustments upon the finalization of carve-out balances, mainly driven by accounts receivable. These losses are included on the “Gain on sale of business, net” line in our consolidated statements of operations for the three and six months ended June 30, 2018, respectively. On February 6, 2018, we acquired all of the common stock of a cloud-based analytics software platform provider for a purchase price of $8.0 million in cash. The allocation of the consideration is as follows: $3.7 million of intangible assets related to technology; $0.6 million to customer relationships; $4.8 million of goodwill; $0.8 million to accounts receivable; accounts payable of $0.2 million; deferred revenue of $0.6 million and $1.1 million of long-term deferred income tax liabilities. This allocation is preliminary and subject to changes, which could be significant, as appraisals of tangible and intangible assets are finalized, and additional information becomes available. The acquired intangible asset related to technology will be amortized over 8 years using a method that approximates the pattern of economic benefits to be gained from the intangible asset. The customer relationship will be amortized over one year. The goodwill is not deductible for tax purposes. The results of operations of this acquisition were not material to our consolidated results of operations for the three and six months ended June 30, 2018. On January 31, 2018, Netsmart (as defined below) entered into a Unit Purchase Agreement with a third-party provider of billing solutions, for aggregate consideration of $5.4 million, plus net working capital consideration relative to a predetermined target, to acquire 100% of the equity of the entity. This transaction has been accounted for as a business combination. Of the total consideration, $2.0 million was paid in cash at closing with the remaining $3.6 million to be paid evenly on the first and second anniversaries of closing. This transaction resulted in the preliminary recognition of goodwill of $1.4 million The purchase accounting for this transaction has not yet been completed. Pre-2018 Business Combination Updates Acquisition of DeVero On July 17, 2017, Netsmart 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 $50.5 million in cash. The allocation of the purchase price was finalized during the first quarter of 2018. Acquisition of the Patient/Provider Engagement Solutions Business from NantHealth, Inc. 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”). During the six months ended June 30, 2018, measurement period adjustments to the purchase price allocation were recorded which resulted in an increase in goodwill of $0.1 million. At June 30, 2018 the purchase price allocation remains subject to further adjustment, primarily related to the finalization of the net working capital acquired. Acquisition of the Enterprise Information Solutions Business from McKesson Corporation On October 2, 2017, Healthcare LLC completed the acquisition of McKesson Corporation’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 Corporation. The acquisition of the EIS Business was based on a total enterprise value of $185 million. During the six months ended June 30, 2018, measurement period adjustments to the purchase price allocation were recorded which resulted in an increase in goodwill of $39.3 million, primarily resulting from an increase in deferred revenue of $44.0 million; a decrease in current assets of $0.6; an increase in accrued expenses of $0.6; and an increase in tax liabilities of $0.4 partially offset by increases in identified intangible assets of $6.6 million. At June 30, 2018 the purchase price allocation remains subject to further adjustment, primarily with respect to certain acquired intangible assets and deferred revenue. 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 June 30, 2018, there is $7.9 million remaining in the escrow account. Supplemental Information The supplemental pro forma results below were calculated after applying our accounting policies and adjusting the results of the EIS Business and NantHealth to reflect (i) the additional amortization that would have been charged resulting from the fair value adjustments to intangible assets, (ii) the additional interest expense associated with Allscripts’ borrowings under its revolving facility, and (iii) the additional amortization of the estimated adjustment to decrease the assumed deferred revenue obligations to fair value that would have been recorded assuming both acquisitions occurred on January 1, 2016, together with the consequential tax effects. The revenue and earnings of the EIS Business, since October 2, 2017, and NantHealth, since August 25, 2017, are included in our consolidated statement of operations for the three and six months ended June 30, 2018. The below supplemental pro forma revenue and net loss of the combined entity is presented as if both acquisitions had occurred on January 1, 2016. (In thousands, except per share amounts) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Supplemental pro forma data for combined entity: Revenue $ 524,263 $ 1,045,073 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (163,614 ) $ (181,186 ) Loss per share, basic and diluted $ (0.90 ) $ (1.00 ) |
Fair Value Measurements and Lon
Fair Value Measurements and Long-term Investments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Long-term Investments | 4. 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. We held no Level 1 financial instruments at June 30, 2018 or December 31, 2017. 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. Our Level 3 financial liabilities also include the estimated fair value of contingent consideration related to completed acquisitions. The fair values are based on discounted cash flow analyses reflecting the possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk and the time value of money. The largest contingent consideration amount relates to Health Grid and was valued at $23.9 million at June 30, 2018. The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: Balance Sheet June 30, 2018 December 31, 2017 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 1.25% Call Option Other assets $ 0 $ 0 $ 18,428 $ 18,428 $ 0 $ 0 $ 46,578 $ 46,578 1.25% Embedded cash conversion option Other liabilities 0 0 (19,404 ) (19,404 ) 0 0 (47,777 ) (47,777 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 42 0 42 0 1,136 0 1,136 Contingent consideration Accrued expenses 0 0 10,901 10,901 0 0 3,197 3,197 Contingent consideration Other liabilities 0 0 17,486 17,486 0 0 2,145 2,145 Total $ 0 $ 42 $ 27,411 $ 27,453 $ 0 $ 1,136 $ 4,143 $ 5,279 The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at June 30, 2018 are summarized as follows: (in thousands) Level 3 Instruments Balance at December 31, 2017 $ 4,143 Additions 23,915 Payments (340 ) Fair value adjustments (307 ) Balance at June 30, 2018 $ 27,411 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 June 30, 2018 Investment June 30, 2018 December 31, 2017 Equity method investments (1) 4 $ 5,658 $ 7,965 $ 3,258 Cost method investments 8 32,970 14,601 26,755 Total equity investments 12 $ 38,628 $ 22,566 $ 30,013 _________________________________ (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. As of June 30, 2018, 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, the issuer’s subsequent or planned raises of capital, and observable price changes in orderly transactions. Impairment of Long-term Investments Each quarter, management performs an assessment of each of our equity investments on an individual basis to determine if there have been any declines in fair value. As a result of these assessments, we recognized non-cash impairment charges of $10.0 million and $15.5 million during the three and six months ended June 30, 2018 related to two of our cost-method equity investments and a related note receivable. These charges equaled the cost bases of the investments and the related note receivable prior to the impairment. The non-cash impairment charges are included in the “Impairment of and losses on long-term investments” line in our consolidated statements of operations for the three and six months ended June 30, 2018. 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 June 30, 2018, since the effective interest rate on the 1.25% Notes approximates current market rates. See Note 8, “Debt,” for further information regarding our long-term financial liabilities. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | 5. Stockholders' Equity Stock-based Compensation Expense Stock-based compensation expense recognized during the three and six months ended June 30, 2018 and 2017 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 six month periods ended June 30, 2018 and 2017 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 six months ended June 30, 2018 and 2017. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Cost of revenue: Software delivery, support and maintenance $ 451 $ 988 $ 1,067 $ 2,113 Client services 1,140 993 2,576 2,565 Total cost of revenue 1,591 1,981 3,643 4,678 Selling, general and administrative expenses 6,464 7,050 13,709 10,600 Research and development 2,126 2,120 4,967 4,709 Total stock-based compensation expense $ 10,181 $ 11,151 $ 22,319 $ 19,987 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 six months ended June 30, 2018 and 2017. We granted stock-based awards as follows: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 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 2,168 $ 12.09 3,468 $ 12.87 Performance-based restricted stock units with a service condition 0 $ 0.00 524 $ 15.74 Market-based restricted stock units with a service condition 0 $ 0.00 0 $ 0.00 2,168 $ 12.09 3,992 $ 13.25 During the six months ended June 30, 2018, and the year ended December 31, 2017, 1.4 million and 1.3 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 six months ended June 30, 2018 and year ended December 31, 2017 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 six months ended June 30, 2018 and 2017 were 618 thousand and 552 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. We repurchased 3.6 million shares of our common stock under the program for a total of $44.3 million during the three months ended June 30, 2018. We repurchased 7.7 million shares of our common stock under the program for a total of $101.9 million during the six months ended June 30, 2018. The approximate dollar value of shares that may yet be purchased under the program as of June 30, 2018 was $62.2 million. Netsmart Stock-based Compensation Expense Stock-based compensation expense related to Netsmart’s time-based liability classified option awards totaled $1.2 million and $2.4 million, respectively, during the three and six months ended June 30, 2018. Stock-based compensation expense (benefit) related to Netsmart’s time-based liability classified option awards totaled $0.5 million and ($3.0) million during the three and six months ended June 30, 2017, respectively. At June 30, 2018, the liability for outstanding awards was $10.4 During the three and six months ended June 30, 2018, 389 option unit awards were granted by Netsmart. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 6. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average shares of common stock outstanding. For purposes of calculating diluted earnings (loss) per share, the denominator includes both the weighted average shares of common stock outstanding and dilutive common stock equivalents. Dilutive common stock equivalents consist of stock options, restricted stock unit awards and warrants calculated under the treasury stock method. The calculations of earnings (loss) per share are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2018 2017 2018 2017 Basic earnings (loss) per Common Share: Income (loss) from continuing operations, net of tax $ 74,956 $ (143,011 ) $ 42,026 $ (151,576 ) Less: Net loss (income) attributable to non-controlling interests 2,700 264 3,490 (189 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (12,148 ) (10,963 ) (24,297 ) (21,925 ) Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 65,508 $ (153,710 ) $ 21,219 $ (173,690 ) Net (loss) income from discontinued operations attributable to Allscripts Healthcare Solutions, Inc. stockholders (684 ) 0 3,731 0 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 64,824 $ (153,710 ) $ 24,950 $ (173,690 ) Weighted-average common shares outstanding 176,363 181,193 178,113 180,981 Basic earnings (loss) from continuing operations per Common Share $ 0.36 $ (0.85 ) $ 0.11 $ (0.96 ) Basic income from discontinued operations per Common Share 0.00 0.00 0.03 0.00 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per Common Share $ 0.36 $ (0.85 ) $ 0.14 $ (0.96 ) Diluted earnings (loss) per Common Share: Income (loss) from continuing operations, net of tax $ 74,956 $ (143,011 ) $ 42,026 $ (151,576 ) Less: Net loss (income) attributable to non-controlling interests 2,700 264 3,490 (189 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (12,148 ) (10,963 ) (24,297 ) (21,925 ) Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 65,508 $ (153,710 ) $ 21,219 $ (173,690 ) Net (loss) income from discontinued operations attributable to Allscripts Healthcare Solutions, Inc. stockholders (684 ) 0 3,731 0 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 64,824 $ (153,710 ) $ 24,950 $ (173,690 ) Weighted-average common shares outstanding 176,363 181,193 178,113 180,981 Plus: Dilutive effect of stock options, restricted stock unit awards and warrants 2,963 0 3,334 0 Weighted-average common shares outstanding assuming dilution 179,326 181,193 181,447 180,981 Diluted earnings (loss) from continuing operations per Common Share $ 0.36 $ (0.85 ) $ 0.11 $ (0.96 ) Diluted income from discontinued operations per Common Share 0.00 0.00 0.03 0.00 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per Common Share $ 0.36 $ (0.85 ) $ 0.14 $ (0.96 ) As a result of the net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders for the three and six months ended June 30, 2017, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for those periods, since the inclusion of any stock equivalents would be anti-dilutive. The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 26,044 26,652 24,318 26,668 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: June 30, 2018 December 31, 2017 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 706,556 $ (434,375 ) $ 272,181 $ 695,354 $ (405,114 ) $ 290,240 Customer contracts and relationships 975,220 (487,228 ) 487,992 922,492 (464,860 ) 457,632 Total $ 1,681,776 $ (921,603 ) $ 760,173 $ 1,617,846 $ (869,974 ) $ 747,872 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 79,000 Goodwill 2,107,818 2,004,953 Total $ 2,186,818 $ 2,083,953 Changes in the carrying amounts of goodwill by reportable segment for the six months ended June 30, 2018 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2017 $ 861,615 $ 431,132 $ 712,206 $ 2,004,953 Additions arising from business acquisitions: Practice Fusion 34,739 0 0 34,739 Health Grid 0 53,747 0 53,747 Other acquisitions 4,829 0 1,374 6,203 Total arising from business acquisitions 39,568 53,747 1,374 94,689 Increases (decreases) due to measurement period adjustments: Practice Fusion 590 0 0 590 NantHealth provider/patient solutions business 0 117 0 117 Enterprise Information Solutions business 28,068 11,257 0 39,325 Other measurement period adjustments (337 ) 0 1,148 811 Total increases (decreases) due to measurement period adjustments: 28,321 11,374 1,148 40,843 Total additions to goodwill 67,889 65,121 2,522 135,532 Divestitures (30,107 ) (2,199 ) 0 (32,306 ) Foreign exchange translation (361 ) 0 0 (361 ) Balance as of June 30, 2018 $ 899,036 $ 494,054 $ 714,728 2,107,818 There were no accumulated impairment losses associated with our goodwill as of June 30, 2018 or December 31, 2017. Other additions during the first six months of 2018 include $4.8 million arising from Allscripts’ purchase of a cloud-based analytics software platform provider, and $1.4 million arising from Netsmart’s acquisition of a third party provider of billing solutions, which also had a subsequent measurement period adjustment of $1.0 million with an offset to intangible assets related to customer relationships. Goodwill was reduced by $2.2 million due to the divestiture of our strategic sourcing business unit, and by $30.1 million related to the OneContent divestiture. Refer to Note 3, “Business Combinations,” for additional information regarding these transactions. Effective January 1, 2018, we made organizational changes that affected our Clinical and Financial Solutions and Population Health reportable segments. Refer to Note 14, “Business Segments” for additional information. As a result of these changes, the dbMotion business unit, formerly included in the Population Health operating segment within the Population Health reportable segment, is now aligned with the Hospitals and Health Systems operating segment within the Clinical and Financial solutions reportable segment. We performed our annual goodwill impairment test as of October 1, 2017, our annual testing date, and again as of January 1, 2018 in connection with the organizational changes referred to above. While there was no impairment indicated as a result of the January 1, 2018 test, the estimated fair value of our Hospitals and Health Systems reporting unit exceeded the unit’s carrying value by 10%. As of March 31, 2018, the goodwill allocated to the Hospitals and Health Systems reporting unit was $511.2 million. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, and an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs. Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for each reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on sales to new and existing clients, new product introductions, client behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units. Because the fair value of the Hospitals and Health Systems reporting unit was not substantially in excess of its carrying value at January 1, 2018, there is an increased risk that any adverse trends in the foregoing assumptions with respect to the Hospitals and Health Systems reporting unit could cause the estimated fair value to fall below the carrying value, which would result in a material impairment of the reporting unit’s goodwill. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding, excluding capital leases, consists of the following: June 30, 2018 December 31, 2017 (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 $ 29,129 $ 315,871 $ 345,000 $ 35,978 $ 309,022 Senior Secured Credit Facility 693,750 6,979 686,771 628,750 3,360 625,390 Netsmart Non-Recourse Debt: First Lien Term Loan 476,883 9,892 466,991 479,316 10,950 468,366 Second Lien Term Loan 167,000 6,676 160,324 167,000 7,418 159,582 Total debt $ 1,682,633 $ 52,676 $ 1,629,957 $ 1,620,066 $ 57,706 $ 1,562,360 Less: Debt payable within one year - excluding Netsmart 20,000 491 19,509 28,125 438 27,687 Less: Debt payable within one year - Netsmart 4,866 2,100 2,766 4,866 2,111 2,755 Total long-term debt, less current maturities $ 1,657,767 $ 50,085 $ 1,607,682 $ 1,587,075 $ 55,157 $ 1,531,918 Interest expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Interest expense $ 8,146 $ 4,668 $ 16,084 $ 9,502 Amortization of discounts and debt issuance costs 3,834 3,612 7,590 7,193 Netsmart: Interest expense (1) 13,575 11,164 26,026 22,081 Amortization of discounts and debt issuance costs 899 846 1,800 1,694 Total interest expense $ 26,454 $ 20,290 $ 51,500 $ 40,470 (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 June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Coupon interest at 1.25% 1,078 $ 1,078 $ 2,156 $ 2,156 Amortization of discounts and debt issuance costs 3,442 3,278 6,849 6,524 Total interest expense related to the 1.25% Notes $ 4,520 $ 4,356 $ 9,005 $ 8,680 Allscripts Senior Secured Credit Facility On February 15, 2018, Allscripts and Healthcare LLC entered into a Second Amended and Restated Credit Agreement (the “Second Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), the several banks and other financial institutions or entities from time to time party thereto, and Fifth Third Bank, KeyBank National Association, SunTrust Bank and Wells Fargo Bank, National Association, as syndication agents, amending and restating the Amended and Restated Credit Agreement, dated September 30, 2015, as amended on March 28, 2016 and December 22, 2016 (the “Existing Credit Agreement”). The Second Amended Credit Agreement provides for a $400 million senior secured term loan (an increase from the $250 million term loan provided under the Existing Credit Agreement) (the “Term Loan”) and a $900 million senior secured revolving facility (an increase from the $550 million revolving facility provided under the Existing Credit Agreement) (the “Revolving Facility”), each with a five-year term. The Term Loan is repayable in quarterly installments commencing on June 30, 2018. A total of up to $50 million of the Revolving Facility is available for the issuance of letters of credit, up to $10 million of the Revolving Facility is available for swingline loans, and up to $100 million of the Revolving Facility could be borrowed under certain foreign currencies. Proceeds from the borrowings under the Second Amended Credit Agreement were used for the refinancing of indebtedness under the Existing Credit Agreement. The proceeds of the Revolving Facility can be used to finance Allscripts’ working capital needs and for general corporate purposes, including, without limitation, financing of permitted acquisitions, and for share repurchases. Allscripts is also permitted to add one or more incremental revolving and/or term loan facilities in an aggregate amount of up to $600 million, subject to certain conditions (an increase from the $300 million incremental facility permitted under the Existing Credit Agreement). The initial applicable interest rate margin for Base Rate borrowings is 1.00%, and for Eurocurrency Rate borrowings is 2.00%. On and after September 30, 2018, the interest rate margins will be determined from a pricing table and will depend upon Allscripts’ total leverage ratio. The applicable margins for Base Rate borrowings under the Second Amended Credit Agreement range from 0.50% to 1.25% depending on Allscripts’ total leverage ratio (as compared to the 0.00% to 1.25% range provided under the Existing Credit Agreement). The applicable margins for Eurocurrency Rate loans range from 1.50% to 2.25%, depending on Allscripts’ total leverage ratio (as compared to the 1.00% to 2.25% range provided under the Existing Credit Agreement). As of June 30, 2018, $395.0 million under the Term Loan, $298.8 million under the Revolving Facility, and $0.8 million in letters of credit were outstanding under the Second Amended Credit Agreement. As of June 30, 2018, the interest rate on the borrowings under the Second Amended Credit Agreement was LIBOR plus 2.00%, which totaled 4.09%. We were in compliance with all covenants under the Second Amended Credit Agreement as of June 30, 2018. As of June 30, 2018, we had $600.4 million available, net of outstanding letters of credit, under our Revolving Facility. There can be no assurance that we will be able to draw on the full available balance of our Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. As of June 30, 2018, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount. Netsmart Non-Recourse Debt As of June 30, 2018, $476.9 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 “Netsmart Credit Agreements”) were outstanding. As of June 30, 2018, the interest rate on the borrowings under the Netsmart First Lien Term Loan was Adjusted LIBO plus 4.50%, which totaled 6.57%, the interest rate on the borrowings under the Netsmart Second Lien Term Loan was Adjusted LIBO plus 9.50%, which totaled 11.57%, and the interest rate on the borrowings under the Netsmart Revolving Facility was Adjusted LIBO plus 4.75%, which totaled 6.82%. Netsmart was in compliance with all covenants under its Netsmart Credit Agreements as of June 30, 2018. As of June 30, 2018, 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 June 30, 2018: (In thousands) Total Remainder of 2018 2019 2020 2021 2022 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 345,000 $ 0 $ 0 $ 0 Term Loan 395,000 10,000 20,000 27,500 30,000 37,500 270,000 Revolving Facility (2) 298,750 0 0 0 0 0 298,750 Netsmart Non-Recourse Debt (2) First Lien Term Loan (3) 476,883 2,433 4,866 4,866 4,866 4,866 454,986 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Total debt $ 1,682,633 $ 12,433 $ 24,866 $ 377,366 $ 34,866 $ 42,366 $ 1,190,736 (1) (2) (3) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes We account for income taxes under FASB Accounting Standards Codification 740, Income Taxes Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Income (loss) from continuing operations before income taxes $ 78,639 $ (144,018 ) $ 42,795 $ (152,411 ) Income tax (provision) benefit $ (3,683 ) $ 1,007 $ (769 ) $ 835 Effective tax rate 4.7 % 0.7 % 1.8 % 0.5 % The United States Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduced significant changes to the income tax law in the United States. Effective in 2018, the Tax Act reduces the United States statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. In addition, in 2017 we were subject to a one-time transition tax on accumulated foreign subsidiary earnings not previously subject to income tax in the United States. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional benefit of $20.8 million in our financial statements for the year ended December 31, 2017 in accordance with guidance in Staff Accounting Bulletin No. 118 (SAB 118) which allows a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. This provisional benefit includes $26 million benefit for remeasurement of deferred tax balances to reflect the lower federal rate and expense of $5.2 million for the one-time transition tax on accumulated foreign subsidiary earnings not previously subject to income tax in the United States. We will complete our analysis of the Tax Act during 2018, and any needed adjustments to the provisional amounts will be included in income tax expense or benefit in the appropriate period, in accordance with SAB 118. We are continuing to assess the impacts of the Tax Act on the 2018 effective tax rate and income tax accounting, particularly the new Global Intangible Low-taxed Income ("GILTI") tax and Base Erosion and Anti-Abuse Tax (BEAT) rules. 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 six months ended June 30, 2018, compared with the prior year comparable period, differs primarily due to the reduced U.S. federal statutory rate, the estimated impact of the GILTI and BEAT provisions and the stricter executive compensation deduction provisions of the Tax Act, reflected in the provision for the three and six months ended June 30, 2018. 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). In the six months ended June 30, 2018, we released $17.4 million, mostly due to the utilization of capital loss carryforward against capital loss carryforward against capital gain incurred in the six months ended June 30, 2018. 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 six months ended June 30, 2018 and 2017, we recorded $1.0 million and $1.5 million, respectively, of tax expense for awards in which the compensation cost recorded was higher than the tax deductions for the awards. In the quarter ended June 30, 2017, we recorded an offsetting release of valuation allowance in the quarter of $1.4 million. ASU 2016-09 requires entities to recognize excess tax benefits, regardless of whether the tax deduction reduces taxes payable. In the quarter ended March 31, 2017, 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 $12.8 million and $12.0 million as of June 30, 2018 and December 31, 2017, respectively. If any portion of our unrecognized tax benefits is recognized, it could impact our effective tax rate. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations, and changes in tax law. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10. Derivative Financial Instruments The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: June 30, 2018 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 $ 42 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 18,428 N/A 1.25% Embedded cash conversion option N/A Other liabilities 19,404 Total derivatives $ 18,470 $ 19,404 December 31, 2017 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 1,136 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 46,578 N/A 1.25% Embedded cash conversion option N/A Other liabilities 47,777 Total derivatives $ 47,714 $ 47,777 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 June 30, 2018, there were 6 forward contracts outstanding that were staggered to mature monthly starting in July 2018 and ending in December 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 December 2018. As of June 30, 2018, the total notional amount of the outstanding forward contracts ranged from 190 to 215 million INR, or the equivalent of $2.8 million to $3.1 million, based on the exchange rate between the United States dollar and the INR in effect as of June 30, 2018. 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 six months ended June 30, 2018, no amount was excluded from the effectiveness assessment and no gains or losses were reclassified from AOCI into income as a result of forecasted transactions that failed to occur. As of June 30, 2018, we estimate that $42 thousand of net unrealized derivative gains included in AOCI will be reclassified into income within the next twelve months. The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Foreign exchange contracts $ (129 ) $ (207 ) Cost of Revenue $ 112 $ 301 Selling, general and administrative expenses 86 230 Research and development $ 133 $ 355 Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Foreign exchange contracts $ 434 $ 2,307 Cost of Revenue $ 255 $ 433 Selling, general and administrative expenses 194 331 Research and development $ 300 $ 510 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 4, “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 4, “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 June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 1.25% Call Option $ (6,983 ) $ (2,639 ) $ (28,151 ) $ 14,966 1.25% Embedded cash conversion option 7,042 2,631 28,373 (15,272 ) Net (loss) gain included in other income, net $ 59 $ (8 ) $ 222 $ (306 ) |
Other Comprehensive Income
Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2018 | |
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 Gains on Foreign Exchange Contracts Total Balance as of December 31, 2017 (1) $ (2,676 ) $ 691 $ (1,985 ) Other comprehensive income (loss) before reclassifications (1,562 ) (153 ) (1,715 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 (506 ) (506 ) Net other comprehensive income (1,562 ) (659 ) (2,221 ) Balance as of June 30, 2018 (2) $ (4,238 ) $ 32 $ (4,206 ) ___________________________________________________ ___ (1) Net of taxes of $445 thousand for unrealized net gains on foreign exchange contract derivatives. (2) Net of taxes of $11 thousand for unrealized net gains on foreign exchange contract derivatives. ____________________________________________________________________________ (In thousands) Foreign Currency Translation Adjustments Unrealized Net Losses on Available for Sale Securities (1) Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2016 (2) $ (6,028 ) $ (56,420 ) $ 619 $ (61,829 ) Other comprehensive (loss) income before reclassifications 2,347 (85,652 ) 1,411 (81,894 ) Net losses reclassified from accumulated other comprehensive loss 0 142,165 (777 ) 141,388 Net other comprehensive (loss) income 2,347 56,513 634 59,494 Balance as of June 30, 2017 (3) $ (3,681 ) $ 93 $ 1,253 $ (2,335 ) (1) Majority of unrealized loss (2) 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. ( 3 ) Income Tax Effects Related to Components of Other Comprehensive Income (Loss) The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended June 30, 2018 2017 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (1,685 ) $ 0 $ (1,685 ) $ 832 $ 0 $ 832 Available for sale securities: Net loss arising during the period 0 0 0 (10,952 ) 1 (10,951 ) Net loss reclassified into income 0 0 0 142,165 0 142,165 Net change in unrealized gains (losses) on available for sale securities 0 0 0 131,213 1 131,214 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period (129 ) 34 (95 ) 434 (169 ) 265 Net (gains) losses reclassified into income (1) (331 ) 86 (245 ) (749 ) 292 (457 ) Net change in unrealized (losses) gains on foreign exchange contracts (460 ) 120 (340 ) (315 ) 123 (192 ) Net (loss) gain on cash flow hedges (460 ) 120 (340 ) (315 ) 123 (192 ) Other comprehensive income (loss) $ (2,145 ) $ 120 $ (2,025 ) $ 131,730 $ 124 $ 131,854 ____________________________________________ (1) Tax effects for the three months ended June 30, 2018 include $149 thousand arising from the revaluation of tax effects included in accumulated other comprehensive income at December 31, 2017. Six Months Ended June 30, 2018 2017 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (1,562 ) $ 0 $ (1,562 ) $ 2,347 $ 0 $ 2,347 Available for sale securities: Net loss arising during the period 0 0 0 (85,654 ) 2 (85,652 ) Net loss reclassified into income 0 0 0 142,165 0 142,165 Net change in unrealized gains (losses) on available for sale securities 0 0 0 56,511 2 56,513 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period (207 ) 54 (153 ) 2,307 (896 ) 1,411 Net (gains) losses reclassified into income (1) (886 ) 380 (506 ) (1,274 ) 497 (777 ) Net change in unrealized gains (losses) on foreign exchange contracts (1,093 ) 434 (659 ) 1,033 (399 ) 634 Net gain (loss) on cash flow hedges (1,093 ) 434 (659 ) 1,033 (399 ) 634 Other comprehensive income (loss) $ (2,655 ) $ 434 $ (2,221 ) $ 59,891 $ (397 ) $ 59,494 (1) Tax effects for the six months ended June 30, 2018 include $149 thousand arising from the revaluations of tax effects included in accumulated other comprehensive income at December 31, 2017. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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. The complaint alleges that, on multiple occasions between July 2008 and December 2011, we or our agent sent advertisements by fax to the plaintiff and a class of similarly situated persons, without first receiving the recipients’ express permission or invitation in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The plaintiff sought $500 for each alleged violation of the TCPA, treble damages if the Court finds the violations to be willful, knowing or intentional, and injunctive and other relief. Allscripts answered the complaint denying all material allegations and asserting a number of affirmative defenses, as well as counterclaims for breach of a license agreement. On March 31, 2016, plaintiff filed its motion for class certification. On May 31, 2016, we filed our opposition to plaintiff’s motion for class certification, and simultaneously moved for summary judgment on all of plaintiff’s claims. On June 2, 2017, an order was entered denying class certification and, accordingly, the case will not proceed on a class-wide basis. The EIS Business acquired from McKesson on October 2, 2017 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. Practice Fusion, acquired by Allscripts on February 13, 2018, received in March 2017 a request for documents and information from the U.S. Attorney’s Office for the District of Vermont pursuant to a CID. In April 2018, Practice Fusion received a second request for documents and information. These CIDs relate to the certification of Practice Fusion’s software under the U.S. Office of the National Coordinator for Health Information Technology’s electronic health record certification program, compliance with the Anti-Kickback Statute in relation to claims made by healthcare payers that resulted from referrals, and related business practices. It has been Practice Fusion’s practice to respond to such matters in a cooperative, thorough and timely manner. To date, neither CID has led to a claim or legal proceeding against Practice Fusion. On January 25, 2018, a complaint was filed in Surfside Non-Surgical Orthopedics, P.A. v. Allscripts Healthcare Solutions, Inc. Plaintiff seeks to represent a class of customers seeking damages from Allscripts. The parties are currently engaged in limited jurisdictional discovery. Allscripts expects to respond to the complaint after this discovery is completed. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 13. Discontinued Operations Two of the product offerings acquired with the EIS Business, Horizon Clinicals and Series2000 Revenue Cycle, were sunset after March 31, 2018. The decision to discontinue maintaining and supporting these solutions was made prior to our acquisition of the EIS Business and, therefore, are presented below as discontinued operations. Until the end of the first quarter of 2018, we were involved in ongoing maintenance and support for these solutions until customers have transitioned to other platforms. No disposal gains or losses were recognized during the three and six months ended June 30, 2018 related to these discontinued operations. The following table summarizes the major classes of assets and liabilities of the discontinued operations, as reported on the consolidated balance sheets as of the dates indicated: (In thousands) June 30, 2018 December 31, 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Accounts receivable, net $ 0 $ 8,196 Prepaid expenses and other current assets 0 3,080 Total assets attributable to discontinued operations $ 0 $ 11,276 Carrying amounts of major classes of liabilities included as part of discontinued operations: Accounts payable $ 105 $ 114 Accrued expenses 611 5,599 Accrued compensation and benefits 3,727 7,728 Deferred revenue 0 7,241 Other classes of liabilities that are not major 0 676 Total liabilities attributable to discontinued operations $ 4,443 $ 21,358 The following table summarizes the major classes of line items constituting income (loss) of the discontinued operations, as reported in the consolidated statements of operations for the three and six months ended June 30, 2018. The activity during the three months ended June 30, 2018 relates primarily to certain revenue transactions and accrued compensation and benefits, which were finalized subsequent to March 31, 2018. Three months ended Six months ended (In thousands) June 30, 2018 June 30, 2018 Major classes of line items constituting pretax profit (loss) of discontinued operations Revenue: Software delivery, support and maintenance $ (363 ) $ 9,441 Client services (88 ) 404 Total revenue (451 ) 9,845 Cost of revenue: Software delivery, support and maintenance (141 ) 2,322 Client services 87 830 Total cost of revenue (54 ) 3,152 Gross profit (397 ) 6,693 Selling, general and administrative expenses 0 0 Research and development 527 1,651 (Loss) income from discontinued operations before income taxes (924 ) 5,042 Income tax benefit (provision) 240 (1,311 ) (Loss) income from discontinued operations, net of tax $ (684 ) $ 3,731 During the three and six months ended June 30, 2018, the discontinued operations used $5.6 million and $1.3 million of cash, respectively. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | 14. Business Segments We primarily derive our revenues from sales of our proprietary software (either as a direct license sale or under a subscription delivery model), which also serves as the basis for our recurring service contracts for software support and maintenance and certain transaction-related services. In addition, we provide various other client services, including installation, and managed services such as outsourcing, private cloud hosting and revenue cycle management. During the first quarter of 2018, in an effort to further streamline and align our operating structure around our key acute and population health management solutions, we made several changes to our organizational and reporting structure. These changes included the split of our former Population Health operating segment into several components. The dbMotion business unit, formerly included in the Population Health operating segment, is now aligned with the Hospitals and Health Systems operating segment within the Clinical and Financial solutions reportable segment. The Care Management, Referral Management and Careport business units, formally included in the Population Health operating segment, were combined into a new CarePort operating segment within the Population Health reportable segment. The prior period segment disclosures below were revised to conform to the current year presentation. During the second quarter of 2018, we changed the presentation of certain research and development expenses related to common solutions and resources that benefit all of our business units, other than Netsmart. Such expenses were previously internally allocated to our business units. Under the new presentation, such expenses are no longer internally allocated and are included as part of “Unallocated Amounts.” The gross profit and income from operations previously reported for the three and six months ended June 30, 2017 have been recast to match the new presentation. As a result, the gross profit and income from operations of the Clinical and Financial Solutions reportable segment increased by $1 million and $12 million, respectively, for the three months ended June 30, 2017 and by $2 million and $21 million, respectively, for the six months ended June 30, 2017. In addition, the gross profit and income from operations of the Population Health reportable segment increased by nil and $1 million, respectively, for both the three and six months ended June 30, 2017. As of June 30, 2018, we had ten operating segments, which are aggregated into three reportable segments. The Clinical and Financial Solutions reportable segment includes the Hospitals and Health Systems, Ambulatory, Payer and Life Sciences, and EIS-Classics 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 EHR-related software, connectivity and coordinated care solutions, 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 five separate operating segments: CarePort, FollowMyHealth ® TM The results of operations related to two of the product offerings acquired with the EIS Business are presented throughout these financial statements as discontinued operations and are included in the Clinical and Financial Solutions reportable segment, except for acquisition-related deferred revenue adjustments, which are included in “Unallocated Amounts”. Refer to Note 13, “Discontinued Operations”. 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 (i) corporate general and administrative expenses (including marketing expenses) and certain research and development expenses related to common solutions and resources that benefit all of our business units (refer to discussion above), all of which are centrally managed, and (ii) 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 Netsmart segment, as presented, includes all revenue and expenses incurred by Netsmart since it operates as a stand-alone business entity and its resources allocation and performance are reviewed and measured at such all-inclusive level. The eliminations of intercompany transactions between Allscripts and Netsmart are included in the “Unallocated Amounts” category. We do not track our assets by segment. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Revenue: Clinical and Financial Solutions $ 389,497 $ 304,111 $ 763,476 $ 600,291 Population Health 57,068 42,508 126,773 85,937 Netsmart 86,366 78,421 168,852 151,428 Unallocated Amounts (7,805 ) 1,051 (9,753 ) 1,910 Discontinued Operations 451 0 (9,845 ) 0 Total revenue $ 525,577 $ 426,091 $ 1,039,503 $ 839,566 Gross Profit: Clinical and Financial Solutions $ 165,073 $ 126,810 $ 319,722 $ 246,691 Population Health 41,369 34,909 94,575 70,818 Netsmart 38,877 37,271 75,178 71,845 Unallocated Amounts (33,053 ) (11,499 ) (49,143 ) (23,211 ) Discontinued Operations 397 0 (6,694 ) 0 Total gross profit $ 212,663 $ 187,491 $ 433,638 $ 366,143 Income (loss) from operations: Clinical and Financial Solutions $ 79,501 $ 75,501 $ 161,648 $ 138,273 Population Health 26,587 27,884 63,106 56,562 Netsmart 1,219 7,828 3,532 16,757 Unallocated Amounts (167,028 ) (90,109 ) (286,361 ) (179,225 ) Discontinued Operations 924 0 (5,042 ) 0 Total income from operations $ (58,797 ) $ 21,104 $ (63,117 ) $ 32,367 |
Supplemental Disclosures
Supplemental Disclosures | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Disclosures | 15. Supplemental Disclosures Supplemental Consolidated Statements of Cash Flows Information The majority of the restricted cash balance as of June 30, 2018 and 2017 represents Netsmart’s cash deposits to maintain two letters of credit with a financial institution related to customer agreements and an escrow fund related to a previous acquisition associated with the acquired EIS Business. June 30, (In thousands) 2018 2017 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 135,851 $ 82,714 Restricted cash 4,925 6,400 Total cash, cash equivalents and restricted cash $ 140,776 $ 89,114 Six Months Ended June 30, (In thousands) 2018 2017 Supplemental non-cash information: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ 24,297 $ 21,925 Obligations incurred to purchase capitalized software or enter into capital leases $ 6,422 $ 7,684 Contribution of assets in exchange for equity interest $ 4,000 $ 0 Issuance of treasury stock to commercial partner $ 0 $ 334 Asset Impairment Charges During the three and six months ended June 30, 2018, we recognized non-cash asset impairment charges of $30.1 million related to the write-off of purchased third-party software as a result of our decision to discontinue several software development projects |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Membership Purchase Agreement On July 2, 2018, ECS Acquisition Co. LLC, a Delaware limited liability company and a wholly-owned subsidiary of Netsmart (the “Purchaser”), purchased from Change Healthcare Technologies, LLC, a Delaware limited liability company (“CHT”), and Change Healthcare Holdings, LLC, a Delaware limited liability company (“CHC” and, together with “CHT”, the “Sellers”), all issued and outstanding membership interests of Barista Operations, LLC, a Delaware limited liability company, which entity owns and operates the extended care solutions business of Sellers and their subsidiaries providing information technology solutions and services to the Care at Home industry, which comprises the Extended Care Solutions business of McKesson Technology Solutions that was contributed to CHC by McKesson Corporation effective March 1, 2017 (the “Purchase Agreement”). The purchase price for the acquisition was $167.5 million and was funded through borrowings under the Netsmart Credit Agreements. The purchase price is subject to adjustments for net working capital. Additionally, $2.5 million of the purchase price was deposited into escrow at the closing of the acquisition and is subject to release to the Sellers or to the Purchaser based on the achievement of certain revenue thresholds. In accordance with the Purchase Agreement, (i) CHC will provide certain transition services to Purchaser pursuant to a transition services agreement and (ii) CHC and Netsmart Technologies will negotiate in good faith and use commercially reasonable efforts to enter into certain commercial arrangements pursuant to which, among other things, Netsmart Technologies will market and sell certain products of CHC. Stock Repurchase Program On August 2, 2018, we announced that our Board approved a new stock repurchase program under which we may repurchase up to $250 million of our common stock through December 31, 2020. The new stock repurchase program supersedes the previously existing stock repurchase program, which was announced on November 17, 2016 and authorized us to repurchase up to $200 million through December 31, 2019. The remaining repurchase authorization under our previous stock repurchase program was $62.2 million as of June 30, 2018. Any repurchase activity will depend on many factors such as our working capital needs, cash requirements for investments, debt repayment obligations, economic and market conditions at the time, including the price of our common stock, and other factors that we consider relevant. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time and there is no guarantee as to the exact number of shares or value that will be repurchased under the stock repurchase program. |
Basis of Presentation and Sig23
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 and 2017 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 (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. |
Change in Presentation | Change in Presentation During the first quarter of 2018, we changed the presentation of certain bundled revenue streams. Such revenue was previously included as part of software delivery, support and maintenance revenue. Under the new presentation, such revenue is included as part of client services revenue. The revenues previously reported for the three and six months ended June 30, 2017 have been recast to match the new presentation by reducing software delivery, support and maintenance and increasing client services by $4.2 million and $8.5 million, respectively. |
Significant Accounting Policies | Significant Accounting Policies We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASC 606”) effective on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. There have been no other significant changes to our significant accounting policies from those disclosed in our Form 10-K. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In June 2018, the FASB issued Accounting Standards Update No. 2018-07, “ Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “ Leases (Topic 842) 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. |
Revenue Recognition | Revenue Recognition We recognize revenue only when we satisfy an identified performance obligation (or bundle of obligations) by transferring control of a promised product or service to a customer. We consider a product or service to be transferred when a customer obtains control because a customer has sole possession of the right to use (or the right to direct the use of) the product or service for the remainder of its economic life or to consume the product or service in its own operations. We evaluate the transfer of control primarily from the customer’s perspective as this reduces the risk that revenue is recognized for activities that do not transfer control to the customer. The majority of our revenue is recognized over time because a customer continuously and simultaneously receives and consumes the benefits of our performance. The exceptions to this pattern are our sales of perpetual and term software licenses, and hardware, where we determined that a customer obtains control of the asset upon delivery, shipment or granting of access. The following table summarizes the pattern of revenue recognition for our most significant performance obligations: Performance Obligation Revenue Recognition Pattern Measure of progress Support and maintenance ("SMA") Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Software as a service ("SaaS") Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Private cloud hosting Over time Output method (time elapsed) – revenue is recognized ratably over the contract term Client/Education services Over time Input method (cost to cost) – revenue is recognized proportionally over the service implementation based on hours Outsourcing services Over time Input method (cost to cost) – revenue is recognized proportionally over the outsourcing period Payerpath (transaction volume) Over time Output method ("right-to-invoice" practical expedient) – value transferred to the customer is reflected on invoicing. Software licenses Point in time Upon shipment or electronically delivered, as applicable Hardware Point in time Upon shipment When evaluating our SMA, SaaS and private cloud hosting performance obligations, we noted that these obligations are fulfilled as stand-ready obligations to perform and, therefore, we deem the obligations to be satisfied evenly over time. Client services, such as those relating to implementation, consulting, training or education, are generally not fulfilled evenly over the contract period but rather over a shorter timeline where work effort can rise or decline based upon stages of the project work effort. These client services are typically quoted to a customer as a fixed fee amount that covers the implementation effort. Delivery progress for these services is measured by establishing an approved cost budget with labor hour inputs utilized to gauge percentage of completion of the work effort. Therefore, revenue for our client, education and outsourcing services is recognized proportionally with the progress of the implementation work effort. Payerpath transaction volume and other transaction-based service obligations, such as revenue cycle management services, are fulfilled over time but are not provided evenly over the contract period and reliable inputs are not available to track progress of completion. We determined that value is provided to the customer throughout the contract period and the pricing charged to the customer varies on a monthly basis, based upon the volume of the customer’s transactions processed in that respective period. The invoiced amount to the customer represents this value and, accordingly, the practical expedient to recognize revenue based upon invoicing is most appropriate. We considered the specific implementation guidance for accounting for licenses of intellectual property (“IP”) to determine if point in time or over time recognition was more appropriate. The first step in the licensing framework is to determine whether the license is distinct or combined with other goods and services. For most of our software licensing products, the licenses are distinct, with the exception of one of our product offerings under our CareInMotion TM |
Revenue from Contracts with C24
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognized Related To Various Performance Obligations And Elected Accounting Expedients | The breakdown of revenue recognized related based on the origination of performance obligations and elected accounting expedients is presented in the table below: (In thousands) Three Months Ended March 31, 2018 Three Months Ended June 30, 2018 Revenue related to deferred revenue balance at beginning of period $ 204,297 $ 215,519 Revenue related to new performance obligations satisfied during the period 257,222 244,082 Revenue recognized under "right-to-invoice" expedient 49,638 62,812 Reimbursed travel expenses, shipping and other revenue 2,769 3,164 Total revenue $ 513,926 $ 525,577 |
Summary of Revenue by Type and Nature of Revenue Stream by Reportable Segments | The below tables summarize revenue by type and nature of revenue stream as well as by our reportable segments: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Revenue: Software delivery, support and maintenance Recurring revenue $ 292,991 $ 224,078 $ 587,446 $ 451,528 Non-recurring revenue 43,415 50,955 78,726 91,693 Total software delivery, support and maintenance 336,406 275,033 666,172 543,221 Client services Recurring revenue $ 134,385 $ 99,136 $ 256,859 $ 200,915 Non-recurring revenue 54,786 51,922 116,472 95,430 Total client services 189,171 151,058 373,331 296,345 Total revenue $ 525,577 $ 426,091 $ 1,039,503 $ 839,566 |
Disaggregation of Revenue by Product Line and Segment | Three Months Ended June 30, 2018 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 235,268 $ 50,896 $ 51,951 $ (2,073 ) $ 364 $ 336,406 Client services 154,229 6,172 34,415 (5,732 ) 87 189,171 Total revenue $ 389,497 $ 57,068 $ 86,366 $ (7,805 ) $ 451 $ 525,577 Three Months Ended June 30, 2017 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 182,811 $ 39,021 $ 49,548 $ 3,653 $ 0 $ 275,033 Client services 121,300 3,487 28,873 (2,602 ) 0 151,058 Total revenue $ 304,111 $ 42,508 $ 78,421 $ 1,051 $ 0 $ 426,091 Six Months Ended June 30, 2018 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 465,825 $ 112,095 $ 101,197 $ (908 ) $ (12,037 ) $ 666,172 Client services 297,651 14,678 67,655 (8,845 ) 2,192 373,331 Total revenue $ 763,476 $ 126,773 $ 168,852 $ (9,753 ) $ (9,845 ) $ 1,039,503 Six Months Ended June 30, 2017 (In thousands) Clinical and Financial Solutions Population Health Netsmart Unallocated Discontinued Operations Total Software delivery, support and maintenance $ 361,142 $ 78,710 $ 96,044 $ 7,325 $ 0 $ 543,221 Client services 239,149 7,227 55,384 (5,415 ) 0 296,345 Total revenue $ 600,291 $ 85,937 $ 151,428 $ 1,910 $ 0 $ 839,566 |
ASC 606 | |
Impact of Adoption of ASC 606 on Financial Statements | The table below reflects the cumulative adjustments that were made to balances previously reported in the condensed consolidated balance sheet as of December 31, 2017. The majority of the cumulative adjustments were recorded during the quarter ended March 31, 2018. During the quarter ended June 30, 2018, we identified additional cumulative adjustments, which resulted in an increase to retained earnings of $14.0 million, an increase to contract assets of $15.9 million, an increase to deferred taxes, net of $4.9 million and a decrease to deferred revenue of $3.0 million. As Reported Adjustments Adjusted (In thousands, except per share amounts) December 31, 2017 due to ASC 606 January 1, 2018 Accounts receivable, net $ 567,873 $ (32,529 ) $ 535,344 Contract assets 0 92,447 92,447 Prepaid expenses and other current assets 115,463 11,646 127,109 Deferred revenue, current 546,830 (10,423 ) 536,407 Deferred revenue, long-term 24,047 0 24,047 Deferred taxes, net 93,643 21,392 115,035 Accumulated deficit (338,150 ) 60,595 (277,555 ) The following tables compare the reported condensed consolidated balance sheet and statement of operations as of and for the three and six months ended June 30, 2018 to the pro-forma amounts assuming the previous guidance of ASC 605 had been in effect: June 30, 2018 (In thousands, except per share amounts) As reported under ASC 606 Adjustments due to ASC 606 Pro forma under ASC 605 Accounts receivable, net $ 522,144 $ 110,913 $ 633,057 Contract assets 64,419 (64,419 ) 0 Prepaid expenses and other current assets 128,325 (2,897 ) 125,428 Contract assets - long-term 46,173 (46,173 ) 0 Deferred revenue, current 531,189 2,186 533,375 Deferred taxes, net 129,262 (8,542 ) 120,720 Accumulated deficit (228,308 ) 3,780 (224,528 ) Three Months Ended June 30, 2018 (In thousands, except per share amounts) As reported under ASC 606 Adjustments due to ASC 606 Pro forma under ASC 605 Software delivery, support and maintenance $ 336,406 $ (6,107 ) $ 330,299 Client services 189,171 (887 ) 188,284 Gross profit 212,663 (7,141 ) 205,522 Selling, general and administrative expenses 149,081 111 149,192 Loss from operations (58,797 ) (7,252 ) (66,049 ) Income (loss) from continuing operations before income taxes 78,639 (7,590 ) 71,049 Income tax (provision) benefit (3,683 ) 1,997 (1,686 ) Net income (loss) 74,272 (5,593 ) 68,679 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 64,824 (5,593 ) $ 59,231 Earnings (loss) per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.36 (0.03 ) $ 0.33 Earnings (loss) per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.36 (0.03 ) $ 0.33 Six Months Ended June 30, 2018 (In thousands, except per share amounts) As reported under ASC 606 Adjustments due to ASC 606 Pro forma under ASC 605 Software delivery, support and maintenance $ 666,172 $ (11,135 ) $ 655,037 Client services 373,331 (1,953 ) 371,378 Gross profit 433,638 (13,420 ) 420,218 Selling, general and administrative expenses 292,151 (107 ) 292,044 Loss from operations (63,117 ) (13,313 ) (76,430 ) Income (loss) from continuing operations before income taxes 42,795 (13,837 ) 28,958 Income tax (provision) benefit (769 ) 3,626 2,857 Net income (loss) 45,757 (10,211 ) 35,546 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 24,950 (10,211 ) $ 14,739 Earnings (loss) per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.14 (0.06 ) $ 0.08 Earnings (loss) per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 0.14 (0.06 ) $ 0.08 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Supplemental Proforma Results | The revenue and earnings of the EIS Business, since October 2, 2017, and NantHealth, since August 25, 2017, are included in our consolidated statement of operations for the three and six months ended June 30, 2018. The below supplemental pro forma revenue and net loss of the combined entity is presented as if both acquisitions had occurred on January 1, 2016. (In thousands, except per share amounts) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Supplemental pro forma data for combined entity: Revenue $ 524,263 $ 1,045,073 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (163,614 ) $ (181,186 ) Loss per share, basic and diluted $ (0.90 ) $ (1.00 ) |
Health Grid [Member] | |
Schedule of Consideration Funded by Sources of Funds | The consideration paid for Health Grid is shown below: (In thousands) Aggregate purchase price $ 60,000 First earnout payment paid by Allscripts 10,000 Fair value of contingent consideration payment 23,915 Closing purchase price adjustments 1,804 Total consideration paid for Health Grid $ 95,719 |
Assets Acquired and Liabilities Assumed | The allocation of the fair value of the consideration transferred as of the acquisition date of May 18, 2018 is shown in the table below. This allocation is preliminary and subject to changes, which could be significant, as appraisals of tangible and intangible assets are finalized, and additional information becomes available. The goodwill is not expected to be deductible for tax purposes. (In thousands) Cash and cash equivalents $ 1,783 Accounts receivable, net 3,968 Prepaid expenses and other assets 186 Fixed assets 200 Intangible assets 41,000 Goodwill 53,747 Accounts payable and accrued expenses (478 ) Deferred revenue (700 ) Long-term deferred tax liability (3,987 ) Net assets acquired $ 95,719 |
Acquired Intangible Assets Amortization | The following table summarizes the preliminary fair values of the identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Customer Relationships 15 $ 28,000 Technology 8 13,000 $ 41,000 |
Practice Fusion, Inc. [Member] | |
Schedule of Consideration Funded by Sources of Funds | The consideration paid for Practice Fusion is shown below: (In thousands) Aggregate purchase price $ 100,000 Add: Net working capital surplus 469 Less: Adjustment for assumed indebtedness (1,684 ) Add: Closing cash 14,951 Total consideration paid for Practice Fusion $ 113,736 |
Assets Acquired and Liabilities Assumed | The allocation of the fair value of the consideration transferred as of the acquisition date of February 13, 2018 is shown in the table below. (In thousands) Cash and cash equivalents $ 14,951 Accounts receivable, net 13,328 Prepaid expenses and other current assets 809 Fixed assets 1,764 Intangible assets 67,200 Goodwill 35,329 Other assets 43 Accounts payable and accrued expenses (7,620 ) Deferred revenue (2,400 ) Long-term deferred tax liability (8,853 ) Other liabilities (815 ) Net assets acquired $ 113,736 |
Acquired Intangible Assets Amortization | The following table summarizes the preliminary fair values of the identifiable intangible assets and their estimated useful lives: Useful Life Fair Value Description (In years) (In thousands) Customer Relationships - Physician Practices 15 $ 28,700 Customer Relationships - Pharmaceutical Partners 20 19,800 Technology 8 14,800 Tradenames 10 3,900 $ 67,200 |
Fair Value Measurements and L26
Fair Value Measurements and Long-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: Balance Sheet June 30, 2018 December 31, 2017 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 1.25% Call Option Other assets $ 0 $ 0 $ 18,428 $ 18,428 $ 0 $ 0 $ 46,578 $ 46,578 1.25% Embedded cash conversion option Other liabilities 0 0 (19,404 ) (19,404 ) 0 0 (47,777 ) (47,777 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 42 0 42 0 1,136 0 1,136 Contingent consideration Accrued expenses 0 0 10,901 10,901 0 0 3,197 3,197 Contingent consideration Other liabilities 0 0 17,486 17,486 0 0 2,145 2,145 Total $ 0 $ 42 $ 27,411 $ 27,453 $ 0 $ 1,136 $ 4,143 $ 5,279 |
Summary of Changes in Assets and Liabilities Measured at Fair Value on Recurring Basis | The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at June 30, 2018 are summarized as follows: (in thousands) Level 3 Instruments Balance at December 31, 2017 $ 4,143 Additions 23,915 Payments (340 ) Fair value adjustments (307 ) Balance at June 30, 2018 $ 27,411 |
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 June 30, 2018 Investment June 30, 2018 December 31, 2017 Equity method investments (1) 4 $ 5,658 $ 7,965 $ 3,258 Cost method investments 8 32,970 14,601 26,755 Total equity investments 12 $ 38,628 $ 22,566 $ 30,013 _________________________________ (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) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stock-Based Compensation Expense (Benefit) | Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Cost of revenue: Software delivery, support and maintenance $ 451 $ 988 $ 1,067 $ 2,113 Client services 1,140 993 2,576 2,565 Total cost of revenue 1,591 1,981 3,643 4,678 Selling, general and administrative expenses 6,464 7,050 13,709 10,600 Research and development 2,126 2,120 4,967 4,709 Total stock-based compensation expense $ 10,181 $ 11,151 $ 22,319 $ 19,987 |
Stock-Based Awards Granted | We granted stock-based awards as follows: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 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 2,168 $ 12.09 3,468 $ 12.87 Performance-based restricted stock units with a service condition 0 $ 0.00 524 $ 15.74 Market-based restricted stock units with a service condition 0 $ 0.00 0 $ 0.00 2,168 $ 12.09 3,992 $ 13.25 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2018 2017 2018 2017 Basic earnings (loss) per Common Share: Income (loss) from continuing operations, net of tax $ 74,956 $ (143,011 ) $ 42,026 $ (151,576 ) Less: Net loss (income) attributable to non-controlling interests 2,700 264 3,490 (189 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (12,148 ) (10,963 ) (24,297 ) (21,925 ) Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 65,508 $ (153,710 ) $ 21,219 $ (173,690 ) Net (loss) income from discontinued operations attributable to Allscripts Healthcare Solutions, Inc. stockholders (684 ) 0 3,731 0 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 64,824 $ (153,710 ) $ 24,950 $ (173,690 ) Weighted-average common shares outstanding 176,363 181,193 178,113 180,981 Basic earnings (loss) from continuing operations per Common Share $ 0.36 $ (0.85 ) $ 0.11 $ (0.96 ) Basic income from discontinued operations per Common Share 0.00 0.00 0.03 0.00 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per Common Share $ 0.36 $ (0.85 ) $ 0.14 $ (0.96 ) Diluted earnings (loss) per Common Share: Income (loss) from continuing operations, net of tax $ 74,956 $ (143,011 ) $ 42,026 $ (151,576 ) Less: Net loss (income) attributable to non-controlling interests 2,700 264 3,490 (189 ) Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart (12,148 ) (10,963 ) (24,297 ) (21,925 ) Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 65,508 $ (153,710 ) $ 21,219 $ (173,690 ) Net (loss) income from discontinued operations attributable to Allscripts Healthcare Solutions, Inc. stockholders (684 ) 0 3,731 0 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders $ 64,824 $ (153,710 ) $ 24,950 $ (173,690 ) Weighted-average common shares outstanding 176,363 181,193 178,113 180,981 Plus: Dilutive effect of stock options, restricted stock unit awards and warrants 2,963 0 3,334 0 Weighted-average common shares outstanding assuming dilution 179,326 181,193 181,447 180,981 Diluted earnings (loss) from continuing operations per Common Share $ 0.36 $ (0.85 ) $ 0.11 $ (0.96 ) Diluted income from discontinued operations per Common Share 0.00 0.00 0.03 0.00 Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per Common Share $ 0.36 $ (0.85 ) $ 0.14 $ (0.96 ) |
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share | The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 26,044 26,652 24,318 26,668 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: June 30, 2018 December 31, 2017 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 706,556 $ (434,375 ) $ 272,181 $ 695,354 $ (405,114 ) $ 290,240 Customer contracts and relationships 975,220 (487,228 ) 487,992 922,492 (464,860 ) 457,632 Total $ 1,681,776 $ (921,603 ) $ 760,173 $ 1,617,846 $ (869,974 ) $ 747,872 Intangibles not subject to amortization: Registered trademarks $ 79,000 $ 79,000 Goodwill 2,107,818 2,004,953 Total $ 2,186,818 $ 2,083,953 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the six months ended June 30, 2018 were as follows: Clinical and Population (In thousands) Financial Solutions Health Netsmart Total Balance as of December 31, 2017 $ 861,615 $ 431,132 $ 712,206 $ 2,004,953 Additions arising from business acquisitions: Practice Fusion 34,739 0 0 34,739 Health Grid 0 53,747 0 53,747 Other acquisitions 4,829 0 1,374 6,203 Total arising from business acquisitions 39,568 53,747 1,374 94,689 Increases (decreases) due to measurement period adjustments: Practice Fusion 590 0 0 590 NantHealth provider/patient solutions business 0 117 0 117 Enterprise Information Solutions business 28,068 11,257 0 39,325 Other measurement period adjustments (337 ) 0 1,148 811 Total increases (decreases) due to measurement period adjustments: 28,321 11,374 1,148 40,843 Total additions to goodwill 67,889 65,121 2,522 135,532 Divestitures (30,107 ) (2,199 ) 0 (32,306 ) Foreign exchange translation (361 ) 0 0 (361 ) Balance as of June 30, 2018 $ 899,036 $ 494,054 $ 714,728 2,107,818 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Instrument [Line Items] | |
Debt Outstanding Excluding Capital Leases | Debt outstanding, excluding capital leases, consists of the following: June 30, 2018 December 31, 2017 (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 $ 29,129 $ 315,871 $ 345,000 $ 35,978 $ 309,022 Senior Secured Credit Facility 693,750 6,979 686,771 628,750 3,360 625,390 Netsmart Non-Recourse Debt: First Lien Term Loan 476,883 9,892 466,991 479,316 10,950 468,366 Second Lien Term Loan 167,000 6,676 160,324 167,000 7,418 159,582 Total debt $ 1,682,633 $ 52,676 $ 1,629,957 $ 1,620,066 $ 57,706 $ 1,562,360 Less: Debt payable within one year - excluding Netsmart 20,000 491 19,509 28,125 438 27,687 Less: Debt payable within one year - Netsmart 4,866 2,100 2,766 4,866 2,111 2,755 Total long-term debt, less current maturities $ 1,657,767 $ 50,085 $ 1,607,682 $ 1,587,075 $ 55,157 $ 1,531,918 |
Interest Expense | Interest expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Interest expense $ 8,146 $ 4,668 $ 16,084 $ 9,502 Amortization of discounts and debt issuance costs 3,834 3,612 7,590 7,193 Netsmart: Interest expense (1) 13,575 11,164 26,026 22,081 Amortization of discounts and debt issuance costs 899 846 1,800 1,694 Total interest expense $ 26,454 $ 20,290 $ 51,500 $ 40,470 (1) Includes interest expense related to capital leases. |
Summary of Future Debt Payment Obligations | The following table summarizes future debt payment obligations as of June 30, 2018: (In thousands) Total Remainder of 2018 2019 2020 2021 2022 Thereafter 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 345,000 $ 0 $ 0 $ 0 Term Loan 395,000 10,000 20,000 27,500 30,000 37,500 270,000 Revolving Facility (2) 298,750 0 0 0 0 0 298,750 Netsmart Non-Recourse Debt (2) First Lien Term Loan (3) 476,883 2,433 4,866 4,866 4,866 4,866 454,986 Second Lien Term Loan 167,000 0 0 0 0 0 167,000 Total debt $ 1,682,633 $ 12,433 $ 24,866 $ 377,366 $ 34,866 $ 42,366 $ 1,190,736 (1) (2) (3) |
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 June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Coupon interest at 1.25% 1,078 $ 1,078 $ 2,156 $ 2,156 Amortization of discounts and debt issuance costs 3,442 3,278 6,849 6,524 Total interest expense related to the 1.25% Notes $ 4,520 $ 4,356 $ 9,005 $ 8,680 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Effective Tax Rates | Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Income (loss) from continuing operations before income taxes $ 78,639 $ (144,018 ) $ 42,795 $ (152,411 ) Income tax (provision) benefit $ (3,683 ) $ 1,007 $ (769 ) $ 835 Effective tax rate 4.7 % 0.7 % 1.8 % 0.5 % |
Derivative Financial Instrume32
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value and Balance Sheet Locations | The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: June 30, 2018 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 $ 42 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 18,428 N/A 1.25% Embedded cash conversion option N/A Other liabilities 19,404 Total derivatives $ 18,470 $ 19,404 December 31, 2017 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 1,136 Accrued expenses $ 0 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 46,578 N/A 1.25% Embedded cash conversion option N/A Other liabilities 47,777 Total derivatives $ 47,714 $ 47,777 N/A – We define “N/A” as disclosure not being applicable |
Derivatives Instruments Designated as Cash Flow Hedges | The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Foreign exchange contracts $ (129 ) $ (207 ) Cost of Revenue $ 112 $ 301 Selling, general and administrative expenses 86 230 Research and development $ 133 $ 355 Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Foreign exchange contracts $ 434 $ 2,307 Cost of Revenue $ 255 $ 433 Selling, general and administrative expenses 194 331 Research and development $ 300 $ 510 |
Net Impact of Changes in Fair Value of Call Option and Embedded Cash Conversion Option | The following table shows the net impact of the changes in fair values of the 1.25% Call Option and the 1.25% Notes’ embedded cash conversion option in the consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 1.25% Call Option $ (6,983 ) $ (2,639 ) $ (28,151 ) $ 14,966 1.25% Embedded cash conversion option 7,042 2,631 28,373 (15,272 ) Net (loss) gain included in other income, net $ 59 $ (8 ) $ 222 $ (306 ) |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Gains on Foreign Exchange Contracts Total Balance as of December 31, 2017 (1) $ (2,676 ) $ 691 $ (1,985 ) Other comprehensive income (loss) before reclassifications (1,562 ) (153 ) (1,715 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 (506 ) (506 ) Net other comprehensive income (1,562 ) (659 ) (2,221 ) Balance as of June 30, 2018 (2) $ (4,238 ) $ 32 $ (4,206 ) ___________________________________________________ ___ (1) Net of taxes of $445 thousand for unrealized net gains on foreign exchange contract derivatives. (2) Net of taxes of $11 thousand for unrealized net gains on foreign exchange contract derivatives. ____________________________________________________________________________ (In thousands) Foreign Currency Translation Adjustments Unrealized Net Losses on Available for Sale Securities (1) Unrealized Net Gains on Foreign Exchange Contracts Total Balance as of December 31, 2016 (2) $ (6,028 ) $ (56,420 ) $ 619 $ (61,829 ) Other comprehensive (loss) income before reclassifications 2,347 (85,652 ) 1,411 (81,894 ) Net losses reclassified from accumulated other comprehensive loss 0 142,165 (777 ) 141,388 Net other comprehensive (loss) income 2,347 56,513 634 59,494 Balance as of June 30, 2017 (3) $ (3,681 ) $ 93 $ 1,253 $ (2,335 ) (1) Majority of unrealized loss (2) 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. ( 3 ) |
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) | The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended June 30, 2018 2017 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (1,685 ) $ 0 $ (1,685 ) $ 832 $ 0 $ 832 Available for sale securities: Net loss arising during the period 0 0 0 (10,952 ) 1 (10,951 ) Net loss reclassified into income 0 0 0 142,165 0 142,165 Net change in unrealized gains (losses) on available for sale securities 0 0 0 131,213 1 131,214 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period (129 ) 34 (95 ) 434 (169 ) 265 Net (gains) losses reclassified into income (1) (331 ) 86 (245 ) (749 ) 292 (457 ) Net change in unrealized (losses) gains on foreign exchange contracts (460 ) 120 (340 ) (315 ) 123 (192 ) Net (loss) gain on cash flow hedges (460 ) 120 (340 ) (315 ) 123 (192 ) Other comprehensive income (loss) $ (2,145 ) $ 120 $ (2,025 ) $ 131,730 $ 124 $ 131,854 ____________________________________________ (1) Tax effects for the three months ended June 30, 2018 include $149 thousand arising from the revaluation of tax effects included in accumulated other comprehensive income at December 31, 2017. Six Months Ended June 30, 2018 2017 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ (1,562 ) $ 0 $ (1,562 ) $ 2,347 $ 0 $ 2,347 Available for sale securities: Net loss arising during the period 0 0 0 (85,654 ) 2 (85,652 ) Net loss reclassified into income 0 0 0 142,165 0 142,165 Net change in unrealized gains (losses) on available for sale securities 0 0 0 56,511 2 56,513 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period (207 ) 54 (153 ) 2,307 (896 ) 1,411 Net (gains) losses reclassified into income (1) (886 ) 380 (506 ) (1,274 ) 497 (777 ) Net change in unrealized gains (losses) on foreign exchange contracts (1,093 ) 434 (659 ) 1,033 (399 ) 634 Net gain (loss) on cash flow hedges (1,093 ) 434 (659 ) 1,033 (399 ) 634 Other comprehensive income (loss) $ (2,655 ) $ 434 $ (2,221 ) $ 59,891 $ (397 ) $ 59,494 (1) Tax effects for the six months ended June 30, 2018 include $149 thousand arising from the revaluations of tax effects included in accumulated other comprehensive income at December 31, 2017. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Discontinued Operations in Financial Statements | The following table summarizes the major classes of assets and liabilities of the discontinued operations, as reported on the consolidated balance sheets as of the dates indicated: (In thousands) June 30, 2018 December 31, 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Accounts receivable, net $ 0 $ 8,196 Prepaid expenses and other current assets 0 3,080 Total assets attributable to discontinued operations $ 0 $ 11,276 Carrying amounts of major classes of liabilities included as part of discontinued operations: Accounts payable $ 105 $ 114 Accrued expenses 611 5,599 Accrued compensation and benefits 3,727 7,728 Deferred revenue 0 7,241 Other classes of liabilities that are not major 0 676 Total liabilities attributable to discontinued operations $ 4,443 $ 21,358 The following table summarizes the major classes of line items constituting income (loss) of the discontinued operations, as reported in the consolidated statements of operations for the three and six months ended June 30, 2018. The activity during the three months ended June 30, 2018 relates primarily to certain revenue transactions and accrued compensation and benefits, which were finalized subsequent to March 31, 2018. Three months ended Six months ended (In thousands) June 30, 2018 June 30, 2018 Major classes of line items constituting pretax profit (loss) of discontinued operations Revenue: Software delivery, support and maintenance $ (363 ) $ 9,441 Client services (88 ) 404 Total revenue (451 ) 9,845 Cost of revenue: Software delivery, support and maintenance (141 ) 2,322 Client services 87 830 Total cost of revenue (54 ) 3,152 Gross profit (397 ) 6,693 Selling, general and administrative expenses 0 0 Research and development 527 1,651 (Loss) income from discontinued operations before income taxes (924 ) 5,042 Income tax benefit (provision) 240 (1,311 ) (Loss) income from discontinued operations, net of tax $ (684 ) $ 3,731 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2018 2017 2018 2017 Revenue: Clinical and Financial Solutions $ 389,497 $ 304,111 $ 763,476 $ 600,291 Population Health 57,068 42,508 126,773 85,937 Netsmart 86,366 78,421 168,852 151,428 Unallocated Amounts (7,805 ) 1,051 (9,753 ) 1,910 Discontinued Operations 451 0 (9,845 ) 0 Total revenue $ 525,577 $ 426,091 $ 1,039,503 $ 839,566 Gross Profit: Clinical and Financial Solutions $ 165,073 $ 126,810 $ 319,722 $ 246,691 Population Health 41,369 34,909 94,575 70,818 Netsmart 38,877 37,271 75,178 71,845 Unallocated Amounts (33,053 ) (11,499 ) (49,143 ) (23,211 ) Discontinued Operations 397 0 (6,694 ) 0 Total gross profit $ 212,663 $ 187,491 $ 433,638 $ 366,143 Income (loss) from operations: Clinical and Financial Solutions $ 79,501 $ 75,501 $ 161,648 $ 138,273 Population Health 26,587 27,884 63,106 56,562 Netsmart 1,219 7,828 3,532 16,757 Unallocated Amounts (167,028 ) (90,109 ) (286,361 ) (179,225 ) Discontinued Operations 924 0 (5,042 ) 0 Total income from operations $ (58,797 ) $ 21,104 $ (63,117 ) $ 32,367 |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Disclosures | The majority of the restricted cash balance as of June 30, 2018 and 2017 represents Netsmart’s cash deposits to maintain two letters of credit with a financial institution related to customer agreements and an escrow fund related to a previous acquisition associated with the acquired EIS Business. June 30, (In thousands) 2018 2017 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 135,851 $ 82,714 Restricted cash 4,925 6,400 Total cash, cash equivalents and restricted cash $ 140,776 $ 89,114 Six Months Ended June 30, (In thousands) 2018 2017 Supplemental non-cash information: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart $ 24,297 $ 21,925 Obligations incurred to purchase capitalized software or enter into capital leases $ 6,422 $ 7,684 Contribution of assets in exchange for equity interest $ 4,000 $ 0 Issuance of treasury stock to commercial partner $ 0 $ 334 |
Basis of Presentation and Sig37
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||
Software delivery, support and maintenance | $ 336,406 | $ 275,033 | $ 666,172 | $ 543,221 |
Client services | $ 189,171 | 151,058 | $ 373,331 | 296,345 |
Adjustment [Member] | ||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||
Software delivery, support and maintenance | (4,200) | (8,500) | ||
Client services | $ 4,200 | $ 8,500 |
Revenue from Contracts with C38
Revenue from Contracts with Customers - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($)Revenue_Stream | Jun. 30, 2017USD ($) | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Number of primary revenue streams | Revenue_Stream | 2 | ||
Increase in retained earnings | $ 14,000 | ||
Increase in contract assets | 15,900 | ||
Increase in deferred taxes, net | $ (588) | $ 4,659 | |
Decrease in deferred revenue | (3,000) | (32,932) | $ 24,923 |
Capitalized Contract Cost Amortization | 7,600 | 15,800 | |
Total backlog | $ 4,800,000 | $ 4,800,000 | |
Total backlog, percentage, year one | 38.00% | 38.00% | |
Total backlog, percentage after year one | 62.00% | 62.00% | |
Perpetual Software License Contracts [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Description of payment terms | The majority of our contracts contain provisions that require customer payment no later than one year from the transfer of control of the related performance obligation. | ||
Interest income recognized | $ 300 | $ 500 | |
Selling, General and Administrative Expenses [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Capitalized Contract Cost Amortization | 7,500 | 15,500 | |
Cost of revenue [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Capitalized Contract Cost Amortization | 100 | 300 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Capitalized Contract Cost, Gross | 26,500 | 26,500 | |
Other Assets [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Capitalized Contract Cost, Gross | 36,000 | $ 36,000 | |
Minimum [Member] | Perpetual Software License Contracts [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Payments range | 2 years | ||
Maximum [Member] | Perpetual Software License Contracts [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Payments range | 10 years | ||
ASC 606 | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred costs for fulfilment of contract | $ 8,600 | $ 8,600 | |
ASC 606 | Minimum [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Capitalized cost, amortization period | 2 years | ||
ASC 606 | Maximum [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Capitalized cost, amortization period | 9 years |
Revenue from Contracts with C39
Revenue from Contracts with Customers - Impact of Adoption on Previously Reported Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | $ 522,144 | $ 567,873 | |
Contract assets | 64,419 | 0 | |
Prepaid expenses and other current assets | 128,325 | 115,463 | |
Deferred revenue, current | 531,189 | 546,830 | |
Deferred revenue, long-term | 20,653 | 24,047 | |
Deferred taxes, net | 129,262 | 93,643 | |
Accumulated deficit | (228,308) | $ (338,150) | |
ASC 606 | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | $ 535,344 | ||
Contract assets | 92,447 | ||
Prepaid expenses and other current assets | 127,109 | ||
Deferred revenue, current | 536,407 | ||
Deferred revenue, long-term | 24,047 | ||
Deferred taxes, net | 115,035 | ||
Accumulated deficit | (277,555) | ||
ASC 606 | Adjustments Due to ASC 606 [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | 110,913 | (32,529) | |
Contract assets | (64,419) | 92,447 | |
Prepaid expenses and other current assets | (2,897) | 11,646 | |
Deferred revenue, current | 2,186 | (10,423) | |
Deferred revenue, long-term | 0 | ||
Deferred taxes, net | 21,392 | ||
Accumulated deficit | $ 3,780 | $ 60,595 |
Revenue from Contracts with C40
Revenue from Contracts with Customers - Schedule of Comparison Between Reported Statements to Pro-forma Amounts in Effect of Previous Guidance - Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | $ 522,144 | $ 567,873 | |
Contract assets | 64,419 | 0 | |
Prepaid expenses and other current assets | 128,325 | 115,463 | |
Contract assets - long-term | 46,173 | 0 | |
Deferred revenue, current | 531,189 | 546,830 | |
Deferred taxes, net | 129,262 | ||
Accumulated deficit | (228,308) | $ (338,150) | |
ASC 606 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | $ 535,344 | ||
Contract assets | 92,447 | ||
Prepaid expenses and other current assets | 127,109 | ||
Deferred revenue, current | 536,407 | ||
Accumulated deficit | (277,555) | ||
ASC 606 | Adjustments Due to ASC 606 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | 110,913 | (32,529) | |
Contract assets | (64,419) | 92,447 | |
Prepaid expenses and other current assets | (2,897) | 11,646 | |
Contract assets - long-term | (46,173) | ||
Deferred revenue, current | 2,186 | (10,423) | |
Deferred taxes, net | (8,542) | ||
Accumulated deficit | 3,780 | $ 60,595 | |
Pro forma Under ASC 605 [Member] | ASC 606 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accounts receivable, net | 633,057 | ||
Contract assets | 0 | ||
Prepaid expenses and other current assets | 125,428 | ||
Contract assets - long-term | 0 | ||
Deferred revenue, current | 533,375 | ||
Deferred taxes, net | 120,720 | ||
Accumulated deficit | $ (224,528) |
Revenue from Contracts with C41
Revenue from Contracts with Customers - Schedule of Comparison Between Reported Statements to Pro-forma Amounts in Effect of Previous Guidance - Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Software delivery, support and maintenance | $ 336,406 | $ 275,033 | $ 666,172 | $ 543,221 |
Client services | 189,171 | 151,058 | 373,331 | 296,345 |
Gross profit | 212,663 | 187,491 | 433,638 | 366,143 |
Selling, general and administrative expenses | 149,081 | 292,151 | ||
Loss from operations | (58,797) | 21,104 | (63,117) | 32,367 |
Income (loss) from continuing operations before income taxes | 78,639 | (144,018) | 42,795 | (152,411) |
Income tax (provision) benefit | (3,683) | 1,007 | (769) | 835 |
Net income (loss) | 74,272 | (143,011) | 45,757 | (151,576) |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 64,824 | $ (153,710) | $ 24,950 | $ (173,690) |
Earnings (loss) per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 0.36 | $ (0.85) | $ 0.14 | $ (0.96) |
Earnings (loss) per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 0.36 | $ (0.85) | $ 0.14 | $ (0.96) |
ASC 606 | Adjustments Due to ASC 606 [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Software delivery, support and maintenance | $ (6,107) | $ (11,135) | ||
Client services | (887) | (1,953) | ||
Gross profit | (7,141) | (13,420) | ||
Selling, general and administrative expenses | 111 | (107) | ||
Loss from operations | (7,252) | (13,313) | ||
Income (loss) from continuing operations before income taxes | (7,590) | (13,837) | ||
Income tax (provision) benefit | 1,997 | 3,626 | ||
Net income (loss) | (5,593) | (10,211) | ||
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (5,593) | $ (10,211) | ||
Earnings (loss) per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.03) | $ (0.06) | ||
Earnings (loss) per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.03) | $ (0.06) | ||
Pro forma Under ASC 605 [Member] | ASC 606 | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Software delivery, support and maintenance | $ 330,299 | $ 655,037 | ||
Client services | 188,284 | 371,378 | ||
Gross profit | 205,522 | 420,218 | ||
Selling, general and administrative expenses | 149,192 | 292,044 | ||
Loss from operations | (66,049) | (76,430) | ||
Income (loss) from continuing operations before income taxes | 71,049 | 28,958 | ||
Income tax (provision) benefit | (1,686) | 2,857 | ||
Net income (loss) | 68,679 | 35,546 | ||
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 59,231 | $ 14,739 | ||
Earnings (loss) per share - basic attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 0.33 | $ 0.08 | ||
Earnings (loss) per share - diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 0.33 | $ 0.08 |
Revenue from Contract with Cust
Revenue from Contract with Customer - Summary of Revenue Regognized Related to Various Performance Obligations and Elected accounting Expedients (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | ||
Revenue related to deferred revenue balance at beginning of period | $ 215,519 | $ 204,297 |
Revenue related to new performance obligations satisfied during the period | 244,082 | 257,222 |
Revenue recognized under "right-to-invoice" expedient | 62,812 | 49,638 |
Reimbursed travel expenses, shipping and other revenue | 3,164 | 2,769 |
Total revenue | $ 525,577 | $ 513,926 |
Revenue from Contracts with C43
Revenue from Contracts with Customers - Summary of Revenue by Type and Nature of Revenue Stream by Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 525,577 | $ 426,091 | $ 1,039,503 | $ 839,566 |
Discontinued Operations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 451 | 0 | (9,845) | 0 |
Unallocated [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | (7,805) | 1,051 | (9,753) | 1,910 |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 389,497 | 304,111 | 763,476 | 600,291 |
Population Health [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 57,068 | 42,508 | 126,773 | 85,937 |
Netsmart [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 86,366 | 78,421 | 168,852 | 151,428 |
Software delivery, Support and Maintenance [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Recurring revenue | 292,991 | 224,078 | 587,446 | 451,528 |
Non-recurring revenue | 43,415 | 50,955 | 78,726 | 91,693 |
Total revenue | 336,406 | 275,033 | 666,172 | 543,221 |
Software delivery, Support and Maintenance [Member] | Discontinued Operations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 364 | 0 | (12,037) | 0 |
Software delivery, Support and Maintenance [Member] | Unallocated [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | (2,073) | 3,653 | (908) | 7,325 |
Software delivery, Support and Maintenance [Member] | Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 235,268 | 182,811 | 465,825 | 361,142 |
Software delivery, Support and Maintenance [Member] | Population Health [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 50,896 | 39,021 | 112,095 | 78,710 |
Software delivery, Support and Maintenance [Member] | Netsmart [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 51,951 | 49,548 | 101,197 | 96,044 |
Client services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Recurring revenue | 134,385 | 99,136 | 256,859 | 200,915 |
Non-recurring revenue | 54,786 | 51,922 | 116,472 | 95,430 |
Total revenue | 189,171 | 151,058 | 373,331 | 296,345 |
Client services [Member] | Discontinued Operations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 87 | 0 | 2,192 | 0 |
Client services [Member] | Unallocated [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | (5,732) | (2,602) | (8,845) | (5,415) |
Client services [Member] | Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 154,229 | 121,300 | 297,651 | 239,149 |
Client services [Member] | Population Health [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 6,172 | 3,487 | 14,678 | 7,227 |
Client services [Member] | Netsmart [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 34,415 | $ 28,873 | $ 67,655 | $ 55,384 |
Business Combinations - Agreeme
Business Combinations - Agreement to Acquire Health Grid - Additional Information (Detail) - USD ($) | May 18, 2018 | Jun. 30, 2018 | Jun. 30, 2018 |
Business Acquisition [Line Items] | |||
Goodwill expected to be tax deductible | $ 0 | $ 0 | $ 0 |
Health Grid [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | May 18, 2018 | ||
Purchase price in cash | $ 110,000,000 | ||
Purchase price transferred, initial payment | 60,000,000 | ||
Pre-paid potential earnout payments | 10,000,000 | ||
Potential earnout payments, fair value | 23,915,000 | ||
Health Grid [Member] | Selling, General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition-related costs | 300,000 | 300,000 | |
Health Grid [Member] | Level 3 [Member] | |||
Business Acquisition [Line Items] | |||
Potential earnout payments | 23,900,000 | 23,900,000 | |
Potential earnout payments, fair value | $ 23,900,000 | $ 23,900,000 | |
Health Grid [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Potential earnout payments | 50,000,000 | ||
Remaining potential payments | $ 40,000,000 |
Schedule of Consideration Trans
Schedule of Consideration Transaction (Detail) - USD ($) $ in Thousands | May 18, 2018 | Feb. 13, 2018 |
Health Grid [Member] | ||
Business Acquisition [Line Items] | ||
Aggregate purchase price | $ 60,000 | |
First earnout payment paid by Allscripts | 10,000 | |
Fair value of contingent consideration payment | 23,915 | |
Closing purchase price adjustments | 1,804 | |
Aggregate purchase price | 110,000 | |
Add: Closing cash | 1,783 | |
Total consideration paid | $ 95,719 | |
Practice Fusion, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Aggregate purchase price | $ 100,000 | |
Add: Net working capital surplus | 469 | |
Less: Adjustment for assumed indebtedness | (1,684) | |
Add: Closing cash | 14,951 | |
Total consideration paid | $ 113,736 |
Assets Acquired and Liabilities
Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | May 18, 2018 | Feb. 13, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,107,818 | $ 2,004,953 | ||
Health Grid [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,783 | |||
Accounts receivable, net | 3,968 | |||
Prepaid expenses and other assets | 186 | |||
Fixed assets | 200 | |||
Intangible assets | 41,000 | |||
Goodwill | 53,747 | |||
Accounts payable and accrued expenses | (478) | |||
Deferred revenue | (700) | |||
Long-term deferred tax liability | (3,987) | |||
Net assets acquired | $ 95,719 | |||
Practice Fusion, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 14,951 | |||
Accounts receivable, net | 13,328 | |||
Prepaid expenses and other assets | 809 | |||
Fixed assets | 1,764 | |||
Intangible assets | 67,200 | |||
Goodwill | 35,329 | |||
Other assets | 43 | |||
Accounts payable and accrued expenses | (7,620) | |||
Deferred revenue | (2,400) | |||
Long-term deferred tax liability | (8,853) | |||
Other liabilities | (815) | |||
Net assets acquired | $ 113,736 |
Acquired Intangible Assets Amor
Acquired Intangible Assets Amortization (Detail) - USD ($) $ in Thousands | May 18, 2018 | Feb. 13, 2018 |
Health Grid [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 41,000 | |
Health Grid [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Description | 15 years | |
Intangible assets, fair value | $ 28,000 | |
Health Grid [Member] | Technology [Member] | ||
Business Acquisition [Line Items] | ||
Description | 8 years | |
Intangible assets, fair value | $ 13,000 | |
Practice Fusion, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 67,200 | |
Practice Fusion, Inc. [Member] | Technology [Member] | ||
Business Acquisition [Line Items] | ||
Description | 8 years | |
Intangible assets, fair value | $ 14,800 | |
Practice Fusion, Inc. [Member] | Customer Relationships - Physician Practices [Member] | ||
Business Acquisition [Line Items] | ||
Description | 15 years | |
Intangible assets, fair value | $ 28,700 | |
Practice Fusion, Inc. [Member] | Customer Relationships - Pharmaceutical Partners [Member] | ||
Business Acquisition [Line Items] | ||
Description | 20 years | |
Intangible assets, fair value | $ 19,800 | |
Practice Fusion, Inc. [Member] | Tradenames [Member] | ||
Business Acquisition [Line Items] | ||
Description | 10 years | |
Intangible assets, fair value | $ 3,900 |
Business Combinations - Acquisi
Business Combinations - Acquisition of Practice Fusion, Inc - Additional Information (Detail) - USD ($) | Feb. 13, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | May 18, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill expected to be tax deductible | $ 0 | $ 0 | $ 0 | |
Goodwill Purchase Accounting Adjustments | 40,843,000 | |||
Practice Fusion, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Feb. 13, 2018 | |||
Total consideration paid | $ 113,736,000 | |||
Goodwill Purchase Accounting Adjustments | 590,000 | |||
Practice Fusion, Inc. [Member] | Selling, General and Administrative Expenses [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related costs | $ 300,000 | $ 800,000 |
Business Combinations - Other A
Business Combinations - Other Acquisitions and Divestiture - Additional Information (Detail) - USD ($) | Jun. 15, 2018 | Apr. 02, 2018 | Feb. 06, 2018 | Jan. 31, 2018 | Oct. 02, 2017 | Apr. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | May 18, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||||||
Acquisition of outstanding minority interest in third party | $ 6,900,000 | |||||||||||
Gain (loss) on sale of business | $ 173,129,000 | $ 0 | $ 172,258,000 | $ 0 | ||||||||
Equity method investments | 7,965,000 | 7,965,000 | $ 3,258,000 | |||||||||
Cash paid for business acquisitions | 179,041,000 | $ 3,975,000 | ||||||||||
Goodwill | 2,107,818,000 | 2,107,818,000 | $ 2,004,953,000 | |||||||||
Goodwill expected to be tax deductible | 0 | 0 | $ 0 | |||||||||
Goodwill Purchase Accounting Adjustments | 40,843,000 | |||||||||||
Unit Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration paid | $ 5,400,000 | |||||||||||
Goodwill | $ 1,400,000 | |||||||||||
Date of acquisition agreement date | Jan. 31, 2018 | |||||||||||
Consideration paid in cash | $ 2,000,000 | |||||||||||
Ownership percentage acquired | 100.00% | |||||||||||
Business combination consideration remaining amount payable | $ 3,600,000 | |||||||||||
Goodwill Purchase Accounting Adjustments | 1,000,000 | |||||||||||
EIS Business [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration paid | $ 185,000,000 | $ 2,700,000 | ||||||||||
Gain (loss) on sale of business | $ (900,000) | $ (4,700,000) | ||||||||||
Effective date of divestiture | March 15, 2018 | |||||||||||
Minority interest percentage | 35.70% | 35.70% | ||||||||||
Equity method investments | $ 4,000,000 | $ 4,000,000 | ||||||||||
Goodwill Purchase Accounting Adjustments | $ 39,325,000 | |||||||||||
Cloud-based Analytics Software Platform Provider [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of acquisition | Feb. 6, 2018 | |||||||||||
Cash paid for business acquisitions | $ 8,000,000 | |||||||||||
Goodwill | 4,800,000 | |||||||||||
Accounts receivable, net | 800,000 | |||||||||||
Liabilities assumed, account payable | 200,000 | |||||||||||
Liabilities assumed, deferred revenue | 600,000 | |||||||||||
Liabilities assumed, deferred tax liabilities net | 1,100,000 | |||||||||||
Goodwill expected to be tax deductible | 0 | |||||||||||
Cloud-based Analytics Software Platform Provider [Member] | Technology-Based Intangible Assets | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | 3,700,000 | |||||||||||
Description | 8 years | |||||||||||
Cloud-based Analytics Software Platform Provider [Member] | Customer Relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 600,000 | |||||||||||
Description | 1 year | |||||||||||
One Content Business [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of divestiture | Apr. 2, 2018 | |||||||||||
Total consideration paid | $ 260,000,000 | |||||||||||
Gain (loss) on sale of business | $ 177,900,000 |
Business Combinations - Acqui50
Business Combinations - Acquisition of DeVero - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 17, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Cash paid for business acquisitions | $ 179,041 | $ 3,975 | |
Netsmart [Member] | DeVero Inc [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | Jul. 17, 2017 | ||
Cash paid for business acquisitions | $ 50,500 |
Business Combinations - Acqui51
Business Combinations - Acquisition of the Patient/Provider Engagement Solutions Business from NantHealth, Inc. - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |
Goodwill Purchase Accounting Adjustments | $ 40,843 |
NantHealth, Inc. [Member] | |
Business Acquisition [Line Items] | |
Date of acquisition | Aug. 25, 2017 |
Goodwill Purchase Accounting Adjustments | $ 117 |
Business Combinations and Other
Business Combinations and Other Investments - Acquisition of the Enterprise Information Solutions Business from McKesson Corporation - Additional Information (Detail) $ in Thousands | Oct. 02, 2017USD ($)Subsidiary | Apr. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill Purchase Accounting Adjustments | $ 40,843 | |||
Accrued expenses | 359 | $ (5,187) | ||
EIS Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of wholly owned subsidiaries in which outstanding equity interest acquired | Subsidiary | 2 | |||
Total consideration paid | $ 185,000 | $ 2,700 | ||
Goodwill Purchase Accounting Adjustments | 39,325 | |||
Increase in deferred revenue | 44,000 | |||
Decrease in current assets | (600) | |||
Accrued expenses | 600 | |||
Increase in tax liabilities | 400 | |||
Increases in identified intangible assets | $ 6,600 |
Business Combinations - Formati
Business Combinations - Formation of Joint Business Entity and Acquisition of Netsmart, Inc - Additional Information (Detail) - USD ($) $ in Millions | Apr. 19, 2016 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||
Contribution and investment agreement date | Mar. 20, 2016 | |
Homecare Business [Member] | ||
Business Acquisition [Line Items] | ||
Escrow deposit related to the integration of homecare business | $ 15 | $ 7.9 |
Escrow deposit period | 5 years | |
Netsmart [Member] | ||
Business Acquisition [Line Items] | ||
Netsmart transaction completion date | Apr. 19, 2016 |
Pro forma Results (Detail)
Pro forma Results (Detail) - Combined Entity [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||
Revenue | $ 524,263 | $ 1,045,073 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (163,614) | $ (181,186) |
Loss per share, basic and diluted | $ (0.90) | $ (1) |
Fair Value Measurements and L55
Fair Value Measurements and Long-term Investments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Non-cash impairment charges of investments | $ 9,987 | $ 144,590 | $ 15,487 | $ 144,590 |
1.25% Cash Convertible Senior Notes [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Interest rate | 1.25% | 1.25% | ||
Health Grid [Member] | Level 3 [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Contingent consideration value | $ 23,900 | $ 23,900 |
Summary of Financial Assets and
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | $ 128,325 | $ 115,463 |
Total | 27,453 | 5,279 |
Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 42 | 1,136 |
Contingent Consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (17,486) | (2,145) |
Accrued expenses | 10,901 | 3,197 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (19,404) | (47,777) |
1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 18,428 | 46,578 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 1 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Level 1 [Member] | Contingent Consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | 0 | 0 |
Accrued expenses | 0 | 0 |
Level 1 [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | 0 | 0 |
Level 1 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 0 | 0 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 42 | 1,136 |
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 | 42 | 1,136 |
Level 2 [Member] | Contingent Consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | 0 | 0 |
Accrued expenses | 0 | 0 |
Level 2 [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | 0 | 0 |
Level 2 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 0 | 0 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 27,411 | 4,143 |
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] | Contingent Consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (17,486) | (2,145) |
Accrued expenses | 10,901 | 3,197 |
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 | (19,404) | (47,777) |
Level 3 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | $ 18,428 | $ 46,578 |
Summary of Changes in Assets an
Summary of Changes in Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Fair Value, Net Derivative Asset (Liability) and Contingent Consideration Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance at December 31, 2017 | $ 4,143 |
Additions | 23,915 |
Payments | (340) |
Fair value adjustments | (307) |
Balance at June 30, 2018 | $ 27,411 |
Summary of Long-term Equity Inv
Summary of Long-term Equity Investments Included in Other Assets (Detail) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018USD ($)Investment | Dec. 31, 2017USD ($) | ||
Fair Value Disclosures [Abstract] | |||
Equity method investments, Number of Investees | Investment | [1] | 4 | |
Cost method investments, Number of Investees | Investment | 8 | ||
Total equity investments, Number of Investees | Investment | 12 | ||
Equity method investments, Original Investment | [1] | $ 5,658 | |
Cost method investments, Original Investment | 32,970 | ||
Total equity investments, Original Investment | 38,628 | ||
Equity method investments, Carrying Value | 7,965 | $ 3,258 | |
Cost method investments, Carrying Value | 14,601 | 26,755 | |
Total equity investments, Carrying Value | $ 22,566 | $ 30,013 | |
[1] | Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | 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 | 1,400,000 | 1,300,000 | |||||
Shares settled for tax withholding | 618,000 | 552,000 | |||||
Common stock repurchased, amount | $ 101,905,000 | $ 12,077,000 | |||||
Netsmart [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock options granted | 389,000 | 389,000 | |||||
Stock based compensation expense (benefit) | $ 1,200,000 | $ 500,000 | $ 2,400,000 | $ (3,000,000) | |||
Liability for outstanding awards | $ 10,400,000 | $ 10,400,000 | |||||
Estimated weighted average fair value, Black-Scholes-Merton option pricing model | $ 0.30 | $ 0.30 | $ 0.54 | ||||
November 2016 Stock Repurchase Program [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 200,000,000 | ||||||
Common stock repurchased, shares | 3,600,000 | 1,000,000 | 7,700,000 | 1,000,000 | |||
Common stock repurchased, amount | $ 44,300,000 | $ 12,100,000 | $ 101,900,000 | $ 12,100,000 | |||
Approximate value of common stock shares yet to be purchased under the stock repurchase program | $ 62,200,000 | $ 62,200,000 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 10,181 | $ 11,151 | $ 22,319 | $ 19,987 |
Cost of revenue [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,591 | 1,981 | 3,643 | 4,678 |
Cost of revenue [Member] | Software delivery, Support and Maintenance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 451 | 988 | 1,067 | 2,113 |
Cost of revenue [Member] | Client services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,140 | 993 | 2,576 | 2,565 |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 6,464 | 7,050 | 13,709 | 10,600 |
Research and development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,126 | $ 2,120 | $ 4,967 | $ 4,709 |
Stock-Based Awards Granted (Det
Stock-Based Awards Granted (Detail) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 2,168 | 3,992 |
Weighted-Average Grant Date Fair Value, granted | $ 12.09 | $ 13.25 |
Service-Based Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 2,168 | 3,468 |
Weighted-Average Grant Date Fair Value, granted | $ 12.09 | $ 12.87 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 0 | 524 |
Weighted-Average Grant Date Fair Value, granted | $ 0 | $ 15.74 |
Market-Based Restricted Stock Units with a Service Condition [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, granted | 0 | 0 |
Weighted-Average Grant Date Fair Value, granted | $ 0 | $ 0 |
Calculations of Earnings (Loss)
Calculations of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic earnings (loss) per Common Share: | ||||
Income (loss) from continuing operations, net of tax | $ 74,956 | $ (143,011) | $ 42,026 | $ (151,576) |
Less: Net loss (income) attributable to non-controlling interests | 2,700 | 264 | 3,490 | (189) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (12,148) | (10,963) | (24,297) | (21,925) |
Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders | 65,508 | (153,710) | 21,219 | (173,690) |
Net (loss) income from discontinued operations attributable to Allscripts Healthcare Solutions, Inc. stockholders | (684) | 0 | 3,731 | 0 |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 64,824 | $ (153,710) | $ 24,950 | $ (173,690) |
Weighted-average common shares outstanding | 176,363 | 181,193 | 178,113 | 180,981 |
Continuing operations | $ 0.36 | $ (0.85) | $ 0.11 | $ (0.96) |
Discontinued operations | 0 | 0 | 0.03 | 0 |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per share | $ 0.36 | $ (0.85) | $ 0.14 | $ (0.96) |
Diluted earnings (loss) per Common Share: | ||||
Income (loss) from continuing operations, net of tax | $ 74,956 | $ (143,011) | $ 42,026 | $ (151,576) |
Less: Net loss (income) attributable to non-controlling interests | 2,700 | 264 | 3,490 | (189) |
Less: Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | (12,148) | (10,963) | (24,297) | (21,925) |
Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders | 65,508 | (153,710) | 21,219 | (173,690) |
Net (loss) income from discontinued operations attributable to Allscripts Healthcare Solutions, Inc. stockholders | (684) | 0 | 3,731 | 0 |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ 64,824 | $ (153,710) | $ 24,950 | $ (173,690) |
Weighted-average common shares outstanding | 176,363 | 181,193 | 178,113 | 180,981 |
Plus: Dilutive effect of stock options, restricted stock unit awards and warrants | 2,963 | 0 | 3,334 | 0 |
Weighted-average common shares outstanding assuming dilution | 179,326 | 181,193 | 181,447 | 180,981 |
Continuing operations | $ 0.36 | $ (0.85) | $ 0.11 | $ (0.96) |
Discontinued operations | 0 | 0 | 0.03 | 0 |
Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per share | $ 0.36 | $ (0.85) | $ 0.14 | $ (0.96) |
Anti-Dilutive Stock Options, Re
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 26,044 | 26,652 | 24,318 | 26,668 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,681,776 | $ 1,617,846 |
Accumulated Amortization | (921,603) | (869,974) |
Intangible Assets, Net | 760,173 | 747,872 |
Registered trademarks | 79,000 | 79,000 |
Goodwill | 2,107,818 | 2,004,953 |
Total | 2,186,818 | 2,083,953 |
Proprietary Technology [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 706,556 | 695,354 |
Accumulated Amortization | (434,375) | (405,114) |
Intangible Assets, Net | 272,181 | 290,240 |
Customer Contracts and Relationships [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 975,220 | 922,492 |
Accumulated Amortization | (487,228) | (464,860) |
Intangible Assets, Net | $ 487,992 | $ 457,632 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 2,004,953 |
Additions arising from business acquisitions | 94,689 |
Total increases (decreases) due to measurement period adjustments: | 40,843 |
Total additions to goodwill | 135,532 |
Divestitures | (32,306) |
Foreign exchange translation | (361) |
Goodwill, net | 2,107,818 |
Practice Fusion, Inc. [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 34,739 |
Total increases (decreases) due to measurement period adjustments: | 590 |
Health Grid [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 53,747 |
Other [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 6,203 |
Total increases (decreases) due to measurement period adjustments: | 811 |
NantHealth, Inc. [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | 117 |
EIS Business [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | 39,325 |
Clinical and Financial Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill | 861,615 |
Additions arising from business acquisitions | 39,568 |
Total increases (decreases) due to measurement period adjustments: | 28,321 |
Total additions to goodwill | 67,889 |
Divestitures | (30,107) |
Foreign exchange translation | (361) |
Goodwill, net | 899,036 |
Clinical and Financial Solutions [Member] | Practice Fusion, Inc. [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 34,739 |
Total increases (decreases) due to measurement period adjustments: | 590 |
Clinical and Financial Solutions [Member] | Health Grid [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 0 |
Clinical and Financial Solutions [Member] | Other [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 4,829 |
Total increases (decreases) due to measurement period adjustments: | (337) |
Clinical and Financial Solutions [Member] | NantHealth, Inc. [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | 0 |
Clinical and Financial Solutions [Member] | EIS Business [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | 28,068 |
Population Health [Member] | |
Goodwill [Line Items] | |
Goodwill | 431,132 |
Additions arising from business acquisitions | 53,747 |
Total increases (decreases) due to measurement period adjustments: | 11,374 |
Total additions to goodwill | 65,121 |
Divestitures | (2,199) |
Foreign exchange translation | 0 |
Goodwill, net | 494,054 |
Population Health [Member] | Practice Fusion, Inc. [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 0 |
Total increases (decreases) due to measurement period adjustments: | 0 |
Population Health [Member] | Health Grid [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 53,747 |
Population Health [Member] | Other [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 0 |
Total increases (decreases) due to measurement period adjustments: | 0 |
Population Health [Member] | NantHealth, Inc. [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | 117 |
Population Health [Member] | EIS Business [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | 11,257 |
Netsmart [Member] | |
Goodwill [Line Items] | |
Goodwill | 712,206 |
Additions arising from business acquisitions | 1,374 |
Total increases (decreases) due to measurement period adjustments: | 1,148 |
Total additions to goodwill | 2,522 |
Divestitures | 0 |
Foreign exchange translation | 0 |
Goodwill, net | 714,728 |
Netsmart [Member] | Practice Fusion, Inc. [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 0 |
Total increases (decreases) due to measurement period adjustments: | 0 |
Netsmart [Member] | Health Grid [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 0 |
Netsmart [Member] | Other [Member] | |
Goodwill [Line Items] | |
Additions arising from business acquisitions | 1,374 |
Total increases (decreases) due to measurement period adjustments: | 1,148 |
Netsmart [Member] | NantHealth, Inc. [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | 0 |
Netsmart [Member] | EIS Business [Member] | |
Goodwill [Line Items] | |
Total increases (decreases) due to measurement period adjustments: | $ 0 |
Goodwill and Intangible Asset66
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | Jan. 02, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Feb. 06, 2018 | Dec. 31, 2017 |
Schedule Of Goodwill And Intangible Assets [Line Items] | |||||
Accumulated impairment losses associated with goodwill | $ 0 | $ 0 | |||
Additions | 94,689,000 | ||||
Goodwill Purchase Accounting Adjustments | 40,843,000 | ||||
Goodwill reduction due to divestiture | 32,306,000 | ||||
Goodwill, impairments recorded | $ 0 | ||||
Goodwill | $ 2,107,818,000 | $ 2,004,953,000 | |||
Hospital and Health Systems [Member] | |||||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||||
Percentage of excess of fair value over carrying value | 10.00% | ||||
Goodwill | $ 511,200,000 | ||||
EIS Business [Member] | |||||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||||
Goodwill reduction due to divestiture | $ 2,200,000 | ||||
One Content Business [Member] | |||||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||||
Goodwill reduction due to divestiture | 30,100,000 | ||||
Cloud-based Analytics Software Platform Provider [Member] | |||||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||||
Additions | 4,800,000 | ||||
Goodwill | $ 4,800,000 | ||||
Provider of Billing Solutions [Member] | |||||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||||
Additions | 1,400,000 | ||||
Goodwill Purchase Accounting Adjustments | $ 1,000,000 |
Debt Outstanding Excluding Capi
Debt Outstanding Excluding Capital Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Principal Balance | $ 1,682,633 | $ 1,620,066 | |
Unamortized Discount and Debt Issuance Costs | 52,676 | 57,706 | |
Net Carrying Amount | 1,629,957 | 1,562,360 | |
Principal Balance, Current | 20,000 | 28,125 | |
Unamortized Discount and Debt Issuance Costs, Current | 491 | 438 | |
Net Carrying Amount, Current | 19,509 | 27,687 | |
Principal Balance, Noncurrent | 1,657,767 | 1,587,075 | |
Unamortized Discount and Debt Issuance Costs, Noncurrent | 50,085 | 55,157 | |
Net Carrying Amount, Noncurrent | 1,607,682 | 1,531,918 | |
Netsmart [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance, Current | 4,866 | 4,866 | |
Unamortized Discount and Debt Issuance Costs, Current | 2,100 | 2,111 | |
Net Carrying Amount, Current | 2,766 | 2,755 | |
1.25% Cash Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 345,000 | [1] | 345,000 |
Unamortized Discount and Debt Issuance Costs | 29,129 | 35,978 | |
Net Carrying Amount | 315,871 | 309,022 | |
Senior Secured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 693,750 | 628,750 | |
Unamortized Discount and Debt Issuance Costs | 6,979 | 3,360 | |
Net Carrying Amount | 686,771 | 625,390 | |
Netsmart Non-Recourse Debt First Lien Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 476,883 | 479,316 | |
Unamortized Discount and Debt Issuance Costs | 9,892 | 10,950 | |
Net Carrying Amount | 466,991 | 468,366 | |
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 | 6,676 | 7,418 | |
Net Carrying Amount | $ 160,324 | $ 159,582 | |
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Interest Expense (Detail)
Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Debt Instrument [Line Items] | |||||
Total interest expense | $ 26,454 | $ 20,290 | $ 51,500 | $ 40,470 | |
Convertible Senior Notes and Senior Secured Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 8,146 | 4,668 | 16,084 | 9,502 | |
Amortization of discounts and debt issuance costs | 3,834 | 3,612 | 7,590 | 7,193 | |
Netsmart [Member] | |||||
Debt Instrument [Line Items] | |||||
Amortization of discounts and debt issuance costs | 899 | 846 | 1,800 | 1,694 | |
Interest expense | [1] | $ 13,575 | $ 11,164 | $ 26,026 | $ 22,081 |
[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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Coupon interest at 1.25% | $ 1,078 | $ 1,078 | $ 2,156 | $ 2,156 |
Amortization of discounts and debt issuance costs | 3,442 | 3,278 | 6,849 | 6,524 |
Total interest expense related to the 1.25% Notes | $ 4,520 | $ 4,356 | $ 9,005 | $ 8,680 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Feb. 15, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2015 | ||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 1,682,633,000 | $ 1,620,066,000 | ||||
Senior Secured Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Initial margin for borrowings | 1.00% | |||||
Debt instrument principal amount | 298,800,000 | |||||
Letters of credit outstanding | 800,000 | |||||
Credit facility, amount available | $ 600,400,000 | |||||
Senior Secured Revolving Facility [Member] | Eurocurrency Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Initial margin for borrowings | 2.00% | |||||
Senior Secured Revolving Facility [Member] | United States dollars [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 4.09% | |||||
Senior Secured Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 395,000,000 | |||||
1.25% Cash Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 345,000,000 | [1] | $ 345,000,000 | |||
Interest rate | 1.25% | |||||
Netsmart First Lien Credit Agreement [Member] | Netsmart First Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 476,900,000 | |||||
Netsmart Second Lien Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 11.57% | |||||
Netsmart Second Lien Credit Agreement [Member] | Netsmart Second Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 167,000,000 | |||||
Netsmart First Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | [2] | $ 476,883,000 | ||||
Debt instrument, interest rate, effective percentage | 6.57% | |||||
LIBOR Rate [Member] | Senior Secured Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 2.00% | |||||
Debt instrument variable rate | 2.00% | |||||
LIBOR Rate [Member] | Netsmart Second Lien Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 9.50% | |||||
Debt instrument variable rate | 9.50% | |||||
LIBOR Rate [Member] | Netsmart First Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 4.50% | |||||
Debt instrument variable rate | 4.50% | |||||
Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Portion of facility available for issuance of letters of credit | $ 50,000,000 | |||||
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Portion of facility available for issuance of swingline loans | 10,000,000 | |||||
Senior Secured Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 900,000,000 | $ 550,000,000 | ||||
Senior secured credit facilities term, years | 5 years | |||||
Credit facility, maximum borrowing capacity, foreign currencies | $ 100,000,000 | |||||
Senior Secured Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 400,000,000 | 250,000,000 | ||||
Senior secured credit facilities term, years | 5 years | |||||
Line of credit facility, frequency of payments | The Term Loan is repayable in quarterly installments commencing on June 30, 2018. | |||||
Senior Secured Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate amount of additional credit facilities authorized | $ 600,000,000 | $ 300,000,000 | ||||
Second Amended Credit Agreement [Member] | Base Rate [Member] | Senior Secured Revolving Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 0.50% | |||||
Debt instrument variable rate | 0.50% | |||||
Second Amended Credit Agreement [Member] | Base Rate [Member] | Senior Secured Revolving Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 1.25% | |||||
Debt instrument variable rate | 1.25% | |||||
Second Amended Credit Agreement [Member] | Eurocurrency Rate [Member] | Senior Secured Revolving Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 1.50% | |||||
Debt instrument variable rate | 1.50% | |||||
Second Amended Credit Agreement [Member] | Eurocurrency Rate [Member] | Senior Secured Revolving Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 2.25% | |||||
Debt instrument variable rate | 2.25% | |||||
2015 Credit Agreement [Member] | Base Rate [Member] | Senior Secured Revolving Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 0.00% | |||||
Debt instrument variable rate | 0.00% | |||||
2015 Credit Agreement [Member] | Base Rate [Member] | Senior Secured Revolving Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 1.25% | |||||
Debt instrument variable rate | 1.25% | |||||
2015 Credit Agreement [Member] | Eurocurrency Rate [Member] | Senior Secured Revolving Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 1.00% | |||||
Debt instrument variable rate | 1.00% | |||||
2015 Credit Agreement [Member] | Eurocurrency Rate [Member] | Senior Secured Revolving Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 2.25% | |||||
Debt instrument variable rate | 2.25% | |||||
Netsmart Revolving Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument principal amount | $ 0 | |||||
Letters of credit outstanding | $ 0 | |||||
Debt instrument, interest rate, effective percentage | 6.82% | |||||
Credit facility, amount available | $ 50,000,000 | |||||
Netsmart Revolving Facility [Member] | LIBOR Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured credit facility interest rate spread | 4.75% | |||||
Debt instrument variable rate | 4.75% | |||||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. | |||||
[2] | Starting with the year ended December 31, 2017, additional amounts may be due within 125 days after year-end if Netsmart has “excess cash” as defined in the Netsmart Credit Agreement. For the year ended December 31, 2017, no additional amounts were due as a result of this provision. |
Summary of Future Debt Payment
Summary of Future Debt Payment Obligations (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | ||
Debt Instrument [Line Items] | ||||
Total | $ 1,682,633 | $ 1,620,066 | ||
Remainder of 2018 | 12,433 | |||
2,019 | 24,866 | |||
2,020 | 377,366 | |||
2,021 | 34,866 | |||
2,022 | 42,366 | |||
Thereafter | 1,190,736 | |||
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 345,000 | [1] | $ 345,000 | |
Remainder of 2018 | [1] | 0 | ||
2,019 | [1] | 0 | ||
2,020 | [1] | 345,000 | ||
2,021 | [1] | 0 | ||
2,022 | [1] | 0 | ||
Thereafter | [1] | 0 | ||
Senior Secured Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 395,000 | |||
Remainder of 2018 | 10,000 | |||
2,019 | 20,000 | |||
2,020 | 27,500 | |||
2,021 | 30,000 | |||
2,022 | 37,500 | |||
Thereafter | 270,000 | |||
Netsmart First Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | [2] | 476,883 | ||
Remainder of 2018 | [2] | 2,433 | ||
2,019 | [2] | 4,866 | ||
2,020 | [2] | 4,866 | ||
2,021 | [2] | 4,866 | ||
2,022 | [2] | 4,866 | ||
Thereafter | [2] | 454,986 | ||
Netsmart Second Lien Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 167,000 | |||
Remainder of 2018 | 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
2,021 | 0 | |||
2,022 | 0 | |||
Thereafter | 167,000 | |||
Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | [3] | 298,750 | ||
Remainder of 2018 | [3] | 0 | ||
2,019 | [3] | 0 | ||
2,020 | [3] | 0 | ||
2,021 | [3] | 0 | ||
2,022 | [3] | 0 | ||
Thereafter | [3] | $ 298,750 | ||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. | |||
[2] | Starting with the year ended December 31, 2017, additional amounts may be due within 125 days after year-end if Netsmart has “excess cash” as defined in the Netsmart Credit Agreement. For the year ended December 31, 2017, no additional amounts were due as a result of this provision. | |||
[3] | Assumes no additional borrowings after June 30, 2018, payment of any required periodic installments of principal and that all drawn amounts are repaid upon maturity. |
Summary of Future Debt Paymen72
Summary of Future Debt Payment Obligations (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2018 | |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Jul. 1, 2020 |
Effective Tax Rates (Detail)
Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) from continuing operations before income taxes | $ 78,639 | $ (144,018) | $ 42,795 | $ (152,411) |
Income tax (provision) benefit | $ (3,683) | $ 1,007 | $ (769) | $ 835 |
Effective tax rate | 4.70% | 0.70% | 1.80% | 0.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||||
Statutory tax rate | 21.00% | 35.00% | |||
Provisional income tax benefit | $ 20.8 | ||||
Tax benefit resulting from remeasurement deferred tax balance | 26 | ||||
Tax expense on accumulated foreign subsidiary earnings resulted from reduced federal rate | 5.2 | ||||
Cumulative operating income loss period considered | 3 years | ||||
Unrecognized income tax benefits | $ 12.8 | $ 12 | |||
ASU 2016-09 [Member] | |||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||||
Tax expense on compensation cost | 1 | $ 1.5 | |||
Change in valuation allowance from offsetting release | $ (1.4) | ||||
Cumulative effect adjustment on accumulated deficit, gross | $ 5.6 | ||||
Recognition of previously unrecognized excess tax benefits | 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] | |||||
Utilization of capital loss carryforward against capital loss carryforward against capital gain | $ 17.4 |
Fair Value and Balance Sheet Lo
Fair Value and Balance Sheet Locations - (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | $ 18,470 | $ 47,714 |
Derivative liability, fair value | 19,404 | 47,777 |
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 | 42 | 1,136 |
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 | 18,428 | 46,578 |
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 | $ 19,404 | $ 47,777 |
Derivative Financial Instrume76
Derivative Financial Instruments - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)Derivative | Jun. 30, 2018USD ($)Derivative | Jun. 30, 2018INR (₨)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 | 6 | 6 | 6 | |
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 | 42,000 | $ 42,000 | ||
Estimated period of unrealized gains included in AOCI reclassified into income | 12 months | |||
Foreign Exchange Forward Contracts [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Date of contracts mature | Jul. 31, 2018 | |||
Derivative notional amount outstanding | 2,800,000 | $ 2,800,000 | ₨ 190,000,000 | |
Foreign Exchange Forward Contracts [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Date of contracts mature | Dec. 31, 2018 | |||
Derivative notional amount outstanding | $ 3,100,000 | $ 3,100,000 | ₨ 215,000,000 | |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | $ (129) | $ 434 | $ (207) | $ 2,307 |
Cost of revenue [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 112 | 255 | 301 | 433 |
Selling, General and Administrative Expenses [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 86 | 194 | 230 | 331 |
Research and development [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ 133 | $ 300 | $ 355 | $ 510 |
Net Impact of Changes in Fair V
Net Impact of Changes in Fair Value of Call Option and Embedded Cash Conversion Option - (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Net (loss) gain included in other income, net | $ 59 | $ (8) | $ 222 | $ (306) |
1.25% Call Option [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Net (loss) gain included in other income, net | (6,983) | (2,639) | (28,151) | 14,966 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Net (loss) gain included in other income, net | $ 7,042 | $ 2,631 | $ 28,373 | $ (15,272) |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | $ 1,120,882 | |||
Other comprehensive income (loss) before reclassifications | (1,715) | $ (81,894) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | (506) | 141,388 | ||
Total other comprehensive (loss) income | $ (2,025) | $ 131,854 | (2,221) | 59,494 |
Balance at the end of the period | 1,112,415 | 1,112,415 | ||
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | (2,676) | (6,028) | ||
Other comprehensive income (loss) before reclassifications | (1,562) | 2,347 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Total other comprehensive (loss) income | (1,562) | 2,347 | ||
Balance at the end of the period | (4,238) | (3,681) | (4,238) | (3,681) |
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) | |||
Other comprehensive income (loss) before reclassifications | (85,652) | |||
Net losses (gains) reclassified from accumulated other comprehensive loss | 142,165 | |||
Total other comprehensive (loss) income | 56,513 | |||
Balance at the end of the period | 93 | 93 | ||
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 | 691 | 619 | ||
Other comprehensive income (loss) before reclassifications | (153) | 1,411 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | (506) | (777) | ||
Total other comprehensive (loss) income | (659) | 634 | ||
Balance at the end of the period | 32 | 1,253 | 32 | 1,253 |
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | (1,985) | (61,829) | ||
Balance at the end of the period | $ (4,206) | $ (2,335) | $ (4,206) | $ (2,335) |
Components of Accumulated Oth80
Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Unrealized Net Gains (Losses) on Available for Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 59 | $ 61 | ||
Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses), taxes (benefits) | $ 11 | $ 445 | $ 801 | $ 402 |
Income Tax Effects Related to C
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Foreign currency translation adjustments, Before-Tax Amount | $ (1,685) | $ 832 | $ (1,562) | $ 2,347 |
Net change in unrealized gains (losses) on available for sale securities, Before-Tax Amount | 0 | 131,213 | 0 | 56,511 |
Derivatives qualifying as cash flow hedges, net (loss) gain, Before-Tax Amount | (460) | (315) | (1,093) | 1,033 |
Other comprehensive income (loss), Before-Tax Amount | (2,145) | 131,730 | (2,655) | 59,891 |
Foreign currency translation adjustments, Tax Effect | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), Tax Effect | 120 | 124 | 434 | (397) |
Foreign currency translation adjustments, Net | (1,685) | 832 | (1,562) | 2,347 |
Other comprehensive income (loss), Net | (2,025) | 131,854 | (2,221) | 59,494 |
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 | 0 | (10,952) | 0 | (85,654) |
Available for sale securities, net loss reclassified into income, Before-Tax Amount | 0 | 142,165 | 0 | 142,165 |
Net change in unrealized gains (losses) on available for sale securities, Before-Tax Amount | 0 | 131,213 | 0 | 56,511 |
Available for sale securities, net loss arising during the period, Tax Effect | 0 | 1 | 0 | 2 |
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 | 0 | 1 | 0 | 2 |
Available for sale securities, net loss arising during the period, Net | 0 | (10,951) | 0 | (85,652) |
Available for sale securities, net loss reclassified into income, Net | 0 | 142,165 | 0 | 142,165 |
Net change in unrealized gains (losses) on available for sale securities, Net | 0 | 131,214 | 0 | 56,513 |
Other comprehensive income (loss), Net | 56,513 | |||
Derivatives Qualifying as Cash Flow Hedges [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Derivatives qualifying as cash flow hedges, net (loss) gain, Before-Tax Amount | (460) | (315) | (1,093) | 1,033 |
Derivatives qualifying as cash flow hedges, net (loss) gain, Tax Effect | 120 | 123 | 434 | (399) |
Derivatives qualifying as cash flow hedges, net (loss) gain, Net | (340) | (192) | (659) | 634 |
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 | (129) | 434 | (207) | 2,307 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | (331) | (749) | (886) | (1,274) |
Derivatives qualifying as cash flow hedges, net (loss) gain, Before-Tax Amount | (460) | (315) | (1,093) | 1,033 |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Tax Effect | 34 | (169) | 54 | (896) |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | 86 | 292 | 380 | 497 |
Derivatives qualifying as cash flow hedges, net (loss) gain, Tax Effect | 120 | 123 | 434 | (399) |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Net | (95) | 265 | (153) | 1,411 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Net | (245) | (457) | (506) | (777) |
Derivatives qualifying as cash flow hedges, net (loss) gain, Net | $ (340) | $ (192) | (659) | 634 |
Other comprehensive income (loss), Net | $ (659) | $ 634 |
Income Tax Effects Related to82
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Foreign Exchange Contract [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Revaluation of tax effects | $ 149 | $ 149 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) | May 01, 2012USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Plaintiff sought amount for each alleged violation | $ 500 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)Offering | Jun. 30, 2018USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Cash used from discontinued operations | $ 5,600,000 | $ 1,300,000 |
EIS Business [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Number of product offerings acquired | Offering | 2 | |
Gain (Loss) on disposal of discontinued operations before tax | $ 0 | $ 0 |
Summary of Major Classes of Ass
Summary of Major Classes of Assets and Liabilities of Discontinued Operations (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Carrying amounts of major classes of assets included as part of discontinued operations: | ||
Total assets attributable to discontinued operations | $ 0 | $ 11,276 |
Carrying amounts of major classes of liabilities included as part of discontinued operations: | ||
Total liabilities attributable to discontinued operations | 4,443 | 21,358 |
EIS Business [Member] | ||
Carrying amounts of major classes of assets included as part of discontinued operations: | ||
Accounts receivable, net | 0 | 8,196 |
Prepaid expenses and other current assets | 0 | 3,080 |
Total assets attributable to discontinued operations | 0 | 11,276 |
Carrying amounts of major classes of liabilities included as part of discontinued operations: | ||
Accounts payable | 105 | 114 |
Accrued expenses | 611 | 5,599 |
Accrued compensation and benefits | 3,727 | 7,728 |
Deferred revenue | 0 | 7,241 |
Other classes of liabilities that are not major | 0 | 676 |
Total liabilities attributable to discontinued operations | $ 4,443 | $ 21,358 |
Summary of Major Classes of Lin
Summary of Major Classes of Line Items Constituting Income (Loss) of Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue: | ||||
Total revenue | $ (451) | $ 9,845 | ||
Cost of revenue: | ||||
Total cost of revenue | (54) | 3,152 | ||
Gross profit | (397) | 6,693 | ||
Selling, general and administrative expenses | 0 | 0 | ||
Research and development | 527 | 1,651 | ||
(Loss) income from discontinued operations before income taxes | (924) | 5,042 | ||
Income tax benefit (provision) | 240 | (1,311) | ||
(Loss) income from discontinued operations, net of tax | (684) | $ 0 | 3,731 | $ 0 |
Software delivery, Support and Maintenance [Member] | ||||
Revenue: | ||||
Total revenue | (363) | 9,441 | ||
Cost of revenue: | ||||
Total cost of revenue | (141) | 2,322 | ||
Client services [Member] | ||||
Revenue: | ||||
Total revenue | (88) | 404 | ||
Cost of revenue: | ||||
Total cost of revenue | $ 87 | $ 830 |
Business Segments - Additional
Business Segments - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017USD ($) | Jun. 30, 2018Segment | Jun. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 3 | ||
Number of operating segments | Segment | 10 | ||
Population Health [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 5 | ||
Increase in gross profit | |||
Increase in operating income loss | 1 | 1 | |
Clinical and Financial Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Increase in gross profit | 1 | 2 | |
Increase in operating income loss | $ 12 | $ 21 |
Revenues and Income from Operat
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 525,577 | $ 426,091 | $ 1,039,503 | $ 839,566 |
Gross Profit | 212,663 | 187,491 | 433,638 | 366,143 |
Income (loss) from operations | (58,797) | 21,104 | (63,117) | 32,367 |
Discontinued Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 451 | 0 | (9,845) | 0 |
Gross Profit | 397 | 0 | (6,694) | 0 |
Income (loss) from operations | 924 | 0 | (5,042) | 0 |
Unallocated Amounts [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (7,805) | 1,051 | (9,753) | 1,910 |
Gross Profit | (33,053) | (11,499) | (49,143) | (23,211) |
Income (loss) from operations | (167,028) | (90,109) | (286,361) | (179,225) |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 389,497 | 304,111 | 763,476 | 600,291 |
Gross Profit | 165,073 | 126,810 | 319,722 | 246,691 |
Income (loss) from operations | 79,501 | 75,501 | 161,648 | 138,273 |
Population Health [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 57,068 | 42,508 | 126,773 | 85,937 |
Gross Profit | 41,369 | 34,909 | 94,575 | 70,818 |
Income (loss) from operations | 26,587 | 27,884 | 63,106 | 56,562 |
Netsmart [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 86,366 | 78,421 | 168,852 | 151,428 |
Gross Profit | 38,877 | 37,271 | 75,178 | 71,845 |
Income (loss) from operations | $ 1,219 | $ 7,828 | $ 3,532 | $ 16,757 |
Supplemental Disclosures - Addi
Supplemental Disclosures - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)LetterOfCredit | Jun. 30, 2017USD ($)LetterOfCredit | Jun. 30, 2018USD ($)LetterOfCredit | Jun. 30, 2017USD ($)LetterOfCredit | |
Schedule Of Supplemental Disclosures [Line Items] | ||||
Asset impairment charges | $ 30,075 | $ 0 | $ 30,075 | $ 0 |
Software Development Projects [Member] | ||||
Schedule Of Supplemental Disclosures [Line Items] | ||||
Asset impairment charges | $ 30,100 | $ 30,100 | ||
Netsmart [Member] | ||||
Schedule Of Supplemental Disclosures [Line Items] | ||||
Number of letter of credit maintained | LetterOfCredit | 2 | 2 | 2 | 2 |
Supplemental Disclosures (Detai
Supplemental Disclosures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of cash, cash equivalents and restricted cash: | ||||||
Cash and cash equivalents | $ 135,851 | $ 82,714 | $ 135,851 | $ 82,714 | $ 155,839 | |
Restricted cash | 4,925 | 6,400 | 4,925 | 6,400 | 6,659 | |
Total cash, cash equivalents and restricted cash | 140,776 | 89,114 | 140,776 | 89,114 | $ 162,498 | $ 96,610 |
Supplemental non-cash information: | ||||||
Accretion of redemption preference on redeemable convertible non-controlling interest - Netsmart | $ 12,148 | $ 10,963 | 24,297 | 21,925 | ||
Obligations incurred to purchase capitalized software or enter into capital leases | 6,422 | 7,684 | ||||
Contribution of assets in exchange for equity interest | 4,000 | 0 | ||||
Issuance of treasury stock to commercial partner | $ 0 | $ 334 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jul. 02, 2018 | Aug. 02, 2018 | Jun. 30, 2018 | Nov. 17, 2016 |
November 2016 Stock Repurchase Program [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | $ 200,000,000 | |||
Remaining stock repurchase program, authorized amount | $ 62,200,000 | |||
Subsequent Event | August 2018 Stock Repurchase Program [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | $ 250,000,000 | |||
Subsequent Event | Purchase Agreement | ||||
Subsequent Event [Line Items] | ||||
Date of acquisition | Jul. 2, 2018 | |||
Total consideration paid | $ 167,500,000 | |||
Escrow deposited | $ 2,500,000 |