Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MDRX | |
Entity Registrant Name | ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | |
Entity Central Index Key | 0001124804 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 116,019,972 | |
Entity File Number | 001-35547 | |
Entity Tax Identification Number | 36-4392754 | |
Entity Address, Address Line One | 222 Merchandise Mart | |
Entity Address, Address Line Two | Suite 2024 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60654 | |
City Area Code | 800 | |
Local Phone Number | 334-8534 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 82,782,000 | $ 132,517,000 |
Restricted cash | 1,305,000 | 1,308,000 |
Accounts receivable, net of allowance of $13,773 and $13,360 as of March 31, 2022 and December 31, 2021, respectively | 170,497,000 | 171,622,000 |
Contract assets, net of allowance of [$576] as of March 31, 2022 and December 31, 2021 | 55,162,000 | 63,429,000 |
Prepaid expenses and other current assets | 56,191,000 | 60,511,000 |
Assets held for sale | 1,174,747,000 | 1,125,111,000 |
Total current assets | 1,540,684,000 | 1,554,498,000 |
Fixed assets, net | 9,299,000 | 9,819,000 |
Software development costs, net | 78,334,000 | 74,688,000 |
Intangible assets, net | 158,285,000 | 149,690,000 |
Goodwill | 520,187,000 | 506,607,000 |
Deferred taxes, net | 6,078,000 | 0 |
Contract assets - long-term, net of allowance of [$1,534] as of March 31, 2022 and December 31, 2021 | 19,198,000 | 28,174,000 |
Right-of-use assets - operating leases | 16,776,000 | 18,324,000 |
Other assets | 81,414,000 | 83,429,000 |
Total assets | 2,430,255,000 | 2,425,229,000 |
Current liabilities: | ||
Accounts payable | 15,548,000 | 5,281,000 |
Accrued expenses | 61,829,000 | 54,518,000 |
Accrued compensation and benefits | 18,027,000 | 31,055,000 |
Deferred revenue | 106,491,000 | 120,748,000 |
Current operating lease liabilities | 5,972,000 | 6,133,000 |
Liabilities related to assets held for sale | 438,988,000 | 380,253,000 |
Total current liabilities | 646,855,000 | 597,988,000 |
Long-term debt | 377,059,000 | 350,062,000 |
Deferred revenue | 3,590,000 | 1,839,000 |
Deferred taxes, net | 0 | 16,625,000 |
Long-term operating lease liabilities | 15,241,000 | 16,754,000 |
Other liabilities | 34,404,000 | 33,823,000 |
Total liabilities | 1,077,149,000 | 1,017,091,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of March 31, 2022 and December 31, 2021; 277,696 and 114,792 shares issued and outstanding as of March 31, 2022, respectively; 276,705 and 116,114 shares issued and outstanding as of December 31, 2021, respectively | 2,776,000 | 2,766,000 |
Treasury stock: at cost, 162,904 and 160,591 shares as of March 31, 2022 and December 31, 2021, respectively | (1,371,484,000) | (1,321,805,000) |
Additional paid-in capital | 1,922,026,000 | 1,962,386,000 |
Retained earnings | 802,890,000 | 767,556,000 |
Accumulated other comprehensive loss | (3,102,000) | (2,765,000) |
Total stockholders’ equity | 1,353,106,000 | 1,408,138,000 |
Total liabilities and stockholders’ equity | $ 2,430,255,000 | $ 2,425,229,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 13,773 | $ 13,360 |
Contract assets, allowance | 576 | 576 |
Total contract assets, long-term | $ 1,534 | $ 1,534 |
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 | 277,696,000 | 276,705,000 |
Common stock, shares outstanding | 114,792,000 | 116,114,000 |
Treasury stock at cost, shares | 162,904,000 | 160,591,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Revenue from contract with customers | $ 142,672 | $ 133,652 |
Cost of revenue: | ||
Total cost of revenue | 69,191 | 70,735 |
Gross profit | 73,481 | 62,917 |
Selling, general and administrative expenses | 41,318 | 32,164 |
Research and development | 23,420 | 20,660 |
Amortization of intangible and acquisition-related assets | 2,171 | 2,364 |
Income from operations | 6,572 | 7,729 |
Interest expense | (2,136) | (3,143) |
Other income, net | 12 | 798 |
Equity in net (loss) income of unconsolidated investments | (398) | 22 |
Loss (income) from continuing operations before income taxes | 4,050 | 5,406 |
Income tax benefit (provision) | 14,421 | (1,106) |
Income from continuing operations, net of tax | 18,471 | 4,300 |
(Loss) income from discontinued operations | (5,021) | 5,820 |
Gain on sale of discontinued operations | 0 | 647 |
Income tax effect on discontinued operations | 9,407 | (1,710) |
Income from discontinued operations, net of tax | 4,386 | 4,757 |
Net income | $ 22,857 | $ 9,057 |
Basic | ||
Continuing operations | $ 0.16 | $ 0.03 |
Discontinued operations | 0.04 | 0.03 |
Net income per share - Basic | 0.20 | 0.06 |
Diluted | ||
Continuing operations | 0.14 | 0.03 |
Discontinued operations | 0.03 | 0.03 |
Net income per share - Diluted | $ 0.17 | $ 0.06 |
Provider [Member] | ||
Revenue: | ||
Revenue from contract with customers | $ 118,665 | $ 111,170 |
Cost of revenue: | ||
Total cost of revenue | 57,017 | 58,866 |
Payer & Life Sciences [Member] | ||
Revenue: | ||
Revenue from contract with customers | 24,007 | 22,482 |
Cost of revenue: | ||
Total cost of revenue | $ 12,174 | $ 11,869 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 22,857 | $ 9,057 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (150) | 99 |
Change in fair value of derivatives qualifying as cash flow hedges | (251) | (681) |
Other comprehensive (loss) income before income tax benefit | (401) | (582) |
Income tax benefit related to items in other comprehensive income (loss) | 64 | 176 |
Total other comprehensive income (loss) | (337) | (406) |
Comprehensive income | $ 22,520 | $ 8,651 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock Issued [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Cumulative Effect Period Of Adoption Adjustment [Member]Revision Of Prior Period Accounting Standards Update Adjustment [Member] | Retained Earnings (Accumulated Deficit) [Member] | Retained Earnings (Accumulated Deficit) [Member]Cumulative Effect Period Of Adoption Adjustment [Member]Revision Of Prior Period Accounting Standards Update Adjustment [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance, Shares at Dec. 31, 2020 | 274,558,000 | (134,616,000) | ||||||
Beginning Balance at Dec. 31, 2020 | $ 1,666,243 | $ 2,745 | $ (870,558) | $ 1,902,776 | $ 633,118 | $ (1,838) | ||
Stock-based compensation | 8,701 | |||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes, Shares | 683,000 | |||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes | $ 6 | (5,980) | ||||||
Treasury Stock Shares Acquired | 0 | |||||||
Purchase of treasury stock, Shares | 0 | |||||||
Purchase of treasury stock | $ 0 | |||||||
Warrants issued | 1,037 | |||||||
Net income (loss) | 9,057 | |||||||
Foreign currency translation adjustments, net | 99 | 99 | ||||||
Unrecognized gain (loss) on derivatives qualifying as cash flow hedges, net of tax | (505) | |||||||
Ending Balance, Shares at Mar. 31, 2021 | 275,241,000 | (134,616,000) | ||||||
Ending Balance at Mar. 31, 2021 | 1,678,658 | $ 2,751 | $ (870,558) | 1,906,534 | 642,175 | (2,244) | ||
Ending Balance (ASU 2020-06 [Member]) at Mar. 31, 2021 | $ 0 | $ 0 | ||||||
Beginning Balance, Shares at Dec. 31, 2020 | 274,558,000 | (134,616,000) | ||||||
Beginning Balance at Dec. 31, 2020 | $ 1,666,243 | $ 2,745 | $ (870,558) | 1,902,776 | 633,118 | (1,838) | ||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes, Shares | 2,200,000 | |||||||
Ending Balance, Shares at Dec. 31, 2021 | 276,705,000 | 276,705,000 | (160,591,000) | |||||
Ending Balance at Dec. 31, 2021 | $ 1,408,138 | $ 2,766 | $ (1,321,805) | 1,962,386 | 767,556 | (2,765) | ||
Stock-based compensation | $ 10,822 | |||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes, Shares | 1,000,000 | 991,000 | ||||||
Common stock issued under stock compensation plans, net of shares withheld for employee taxes | $ 10 | (13,301) | ||||||
Treasury Stock Shares Acquired | (2,313,000) | |||||||
Purchase of treasury stock, Shares | 2,313,000 | |||||||
Purchase of treasury stock | $ (49,679) | |||||||
Warrants issued | 1,037 | |||||||
Net income (loss) | 22,857 | |||||||
Accounting Standards Update [Extensible List] | Stock-based compensation | |||||||
Foreign currency translation adjustments, net | $ (150) | (150) | ||||||
Unrecognized gain (loss) on derivatives qualifying as cash flow hedges, net of tax | (187) | |||||||
Ending Balance, Shares at Mar. 31, 2022 | 277,696,000 | 277,696,000 | (162,904,000) | |||||
Ending Balance at Mar. 31, 2022 | $ 1,353,106 | $ 2,776 | $ (1,371,484) | $ 1,922,026 | $ 802,890 | $ (3,102) | ||
Ending Balance (ASU 2020-06 [Member]) at Mar. 31, 2022 | $ (38,918) | $ 12,477 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) | Mar. 31, 2022 | Jun. 30, 2020 | Dec. 31, 2019 |
0.875% Convertible Senior Notes [Member] | |||
Debt Instrument Interest Rate Stated Percentage | 0.875% | 0.875% | 0.875% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 22,857 | $ 9,057 |
Less: Income from discontinued operations | 4,386 | 4,757 |
Income from continuing operations | 18,471 | 4,300 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,101 | 16,256 |
Non-cash lease expense, net | (3,223) | (1,760) |
Stock-based compensation expense | 6,324 | 2,841 |
Deferred taxes | (17,042) | 4,657 |
Equity in net loss (income) of unconsolidated investments | 398 | (22) |
Other loss, net | 226 | 716 |
Changes in operating assets and liabilities (net of businesses acquired): | ||
Accounts receivable and contract assets, net | 26,205 | 26,234 |
Prepaid expenses and other assets | 5,431 | (2,039) |
Accounts payable | 10,210 | (2,949) |
Accrued expenses | 13,031 | 3,178 |
Accrued compensation and benefits | (13,291) | (13,727) |
Deferred revenue | (28,352) | (23,958) |
Other liabilities | 2,022 | 1,443 |
Net cash provided by (used in) operating activities - continuing operations | 34,511 | 15,170 |
Net cash used in operating activities - discontinued operations | 34,750 | (10,595) |
Net cash provided by operating activities | 69,261 | 4,575 |
Cash flows from investing activities: | ||
Capital expenditures | (345) | (225) |
Capitalized software | (9,600) | (8,148) |
Cash paid for business acquisitions, net of cash acquired | (24,106) | 0 |
Sale of businesses and other investments, net of cash divested, and distributions received | 1,083 | 1,753 |
Purchases of equity securities, other investments and related intangible assets, net | 0 | (221) |
Net cash used in investing activities - continuing operations | (32,968) | (6,841) |
Net cash used in investing activities - discontinued operations | (11,231) | (12,148) |
Net cash used in investing activities | (44,199) | (18,989) |
Cash flows from financing activities: | ||
Taxes paid related to net share settlement of equity awards | (13,275) | (4,723) |
Credit facility payments | (25,000) | 0 |
Credit facility borrowings, net of issuance costs | 25,000 | 0 |
Repurchase of common stock | (49,679) | 0 |
Intercompany to/from parent/subsidiaries | 11,685 | 28,373 |
Payment of acquisition and other financing obligations | 0 | (1,542) |
Net cash (used in) provided by financing activities - continuing operations | (51,269) | 22,108 |
Net cash provided by (used in) financing activities - discontinued operations | (11,697) | (29,622) |
Net cash used in financing activities | (62,966) | (7,514) |
Effect of exchange rate changes on cash and cash equivalents | (11) | (27) |
Net decrease in cash and cash equivalents | (37,915) | (21,955) |
Cash, cash equivalents and restricted cash, beginning of period | 190,520 | 537,465 |
Cash, cash equivalents and restricted cash, end of period | 152,605 | 515,510 |
Less: Cash and cash equivalents and restricted cash included in current assets held for sale | (68,518) | (60,430) |
Cash, cash equivalents and restricted cash, end of period, excluding current assets held for sale | $ 84,087 | $ 455,080 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. 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. The Company believes that the disclosures made are adequate to make these unaudited interim consolidated financial statements not misleading. They 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, 2021 (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. Our estimates and assumptions consider the economic implications of COVID-19 on our critical and significant accounting estimates. Actual results could differ materially from these estimates. Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also requires the application of the if-converted method for calculating diluted earnings per share, whereas the treasury stock method is no longer permitted for convertible instruments. The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years, beginning after December 15, 2021. We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition, which resulted in an increase in long-term debt of $ 26.4 million, a decrease in additional paid-in capital of $ 38.9 million and an increase to retained earnings of $ 12.5 million, as of January 1, 2022. Refer to Note 10, “Debt” for additional information. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” (“ASU 2021-08”) , which requires contract assets and contract liabilities (deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “ Revenue from Contracts with Customers” , as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, “ Business Combinations” . The new standard should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The standard is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effects of the adoption of ASU 2021-08 on our consolidated financial statements. We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, will have a material impact on our consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2022 | |
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, support and maintenance revenue consists of all of our proprietary software sales (either under a perpetual or term license delivery model), subscription-based software sales, transaction-related revenue, the resale of hardware and third-party software and 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 and 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. At March 31, 2022 and December 31, 2021, we had capitalized costs to obtain or fulfill a contract of $ 8.3 million and $ 8.1 million, respectively, in Prepaid and other current assets and $ 10.9 million and $ 11.9 million, respectively, in Other assets. During the three months ended March 31, 2022 and 2021, we recognized $ 2.9 million and $ 3.3 million, respectively, of amortization expense related to such capitalized costs. The amortization of these capitalized costs to obtain a contract are included in Selling, general and administrative expense within our consolidated statements of operations. The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable, 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. The breakdown of revenue recognized based on the origination of performance obligations and elected accounting expedients is presented in the tables below: (In thousands) Three Months Revenue related to deferred revenue balance at beginning of period $ 36,151 Revenue related to new performance obligations satisfied during the period 45,306 Revenue recognized under "right-to-invoice" expedient 61,114 Reimbursed travel expenses, shipping and other revenue 101 Total revenue $ 142,672 (In thousands) Three Months Revenue related to deferred revenue balance at beginning of period $ 29,401 Revenue related to new performance obligations satisfied during the period 47,263 Revenue recognized under "right-to-invoice" expedient 56,811 Reimbursed travel expenses, shipping and other revenue 177 Total revenue $ 133,652 The aggregate amount of contract transaction price related to remaining unsatisfied performance obligations 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 unsatisfied performance obligations equaled $ 1.0 billion as of March 31, 2022, of which we expect to recognize approximately 38 % over the next 12 months, and the remaining 62 % thereafter. 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 granting of access, delivery or shipment. 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 and uncertainty of our revenue and cash flows are affected by economic factors. The tables below summarize revenue by type and nature of revenue stream as well as by our reportable segments. Refer to Note 16, “Business Segments”, for further information regarding the change to our reportable segments during the first quarter of 2022. Three Months Ended March 31, 2022 (In thousands) Veradigm Unallocated Amounts Total Provider $ 112,271 $ 6,394 $ 118,665 Payer & Life Sciences 24,007 0 24,007 Total revenue $ 136,278 $ 6,394 $ 142,672 Three Months Ended March 31, 2021 (In thousands) Veradigm Unallocated Amounts Total Provider $ 103,888 $ 7,282 $ 111,170 Payer & Life Sciences 22,482 0 22,482 Total revenue $ 126,370 $ 7,282 $ 133,652 Contract Assets – Estimate of Credit Losses We adopted Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ( “ ASU 2016-13”) on January 1, 2020 using the cumulative-effect adjustment transition method. The guidance required the recognition of lifetime estimated credit losses expected to occur for contract assets and trade receivables. The guidance also required that we pool assets with similar risk characteristics and consider current economic conditions when estimating losses. We segmented the contract asset population into pools based on their risk assessment. Risks related to contract assets are a customer’s inability to pay or bankruptcy. Each pool was defined by their internal credit assessment and business size. We also used each customer’s primary business unit in our pooling determination . This assessment provides information of the customer including size, segment and industry. The pools are aligned with management’s current review of financial performance. For the three months ended March 31, 2022, no adjustment to the pools was necessary. We utilized a loss-rate method to measure expected credit loss for each pool. The loss rate is calculated using a 24-month lookback period of credit memos and adjustments divided by the average contract asset balance for each pool during that period. We considered current economic conditions, including how the COVID-19 pandemic is impacting the global economy, internal forecasts, cash collection and credit memos written during the current period when assessing loss rates. We reviewed these factors and concluded that no adjustments should be made to the historical loss rate data. The analysis for the three months ended March 31, 2022 resulted in no change to the estimate of credit losses. Changes in the estimate of credit losses for contract assets are presented in the table below. Three Months Ended March 31, (In thousands) 2022 2021 Beginning balance $ 2,110 $ 2,110 Current period provision 0 0 Ending balance $ 2,110 $ 2,110 Less: Contract assets, short-term 576 576 Total contract assets, long-term $ 1,534 $ 1,534 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Trade Accounts Receivable – Estimate of Credit Losses We adopted ASU 2016-13 on January 1, 2020 using the cumulative-effect adjustment transition method. Refer to Note 2, “Revenue from Contracts with Customers” for information regarding the adoption of ASU 2016-13. No adjustments were made to the pools or historical loss rate data for trade accounts receivable during the three months ended March 31, 2022. Changes in the estimate of credit losses for trade accounts receivable are presented in the table below. Three Months Ended March 31, (In thousands) 2022 2021 Beginning balance $ 13,360 $ 14,769 Current period provision 754 340 Write-offs ( 341 ) ( 894 ) Ending balance $ 13,773 $ 14,215 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | 4. Leases We determine whether an arrangement is a lease at inception. Assets leased under an operating lease arrangement are recorded in Right-of-use assets – operating leases and the associated lease liabilities are included in Current operating lease liabilities and Long-term operating lease liabilities within the consolidated balance sheets. Assets leased under finance lease arrangements are recorded within fixed assets and the associated lease liabilities are recorded within Accrued expenses and Other liabilities within the consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not provide an implicit rate, we use our incremental borrowing rate in conjunction with the market swap rate for the expected remaining lease term at the commencement date for new leases in determining the present value of future lease payments. Our expected lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. We have elected the group of practical expedients under Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) to forego assessing upon adoption: (1) whether any expired contracts are or contain leases; (2) the lease classification for any existing or expired leases and (3) any indirect costs that would have qualified for capitalization for any existing leases. We have lease agreements with lease and non-lease components, which are generally accounted for separately except for real estate and vehicle leases, which we have elected to combine through a practical expedient under ASU 2016-02. Non-lease components for our leases typically consist of executory costs, and the practical expedient allows for executory costs to be recorded as lease payments. Additionally, for certain equipment leases, we apply a portfolio approach to effectively record right-of-use assets and liabilities. Our operating leases mainly include office leases, and our finance leases included office and computer equipment leases. As of December 31, 2021, we no longer have finance leases. Our finance leases in 2021 were not significant. Our operating leases have remaining lease terms up to 5 years, some of which include options to extend the leases for up to 5 years, which may include options to terminate the leases within 1 year . Operating costs associated with leased assets are as follows: (In thousands) Three Months Ended March 31, 2022 2021 Operating lease cost (1) $ 1,690 $ 1,931 Less: Sublease income ( 33 ) ( 83 ) Total operating lease costs $ 1,657 $ 1,848 (1) Operating lease costs are recognized on a straight-line basis and are included in Selling, general and administrative expenses within the consolidated statements of operations . Supplemental cash flow information for operating leases is as follows: (In thousands) Three Months Ended March 31, 2022 2021 Operating cash flows from operating leases $ 1,864 $ 1,506 The balance sheet location and balances for operating leases are as follows: (In thousands, except lease term and discount rate) March 31, 2022 December 31, 2021 Right-of-use assets - operating leases $ 16,776 $ 18,324 Current operating lease liabilities $ 5,972 $ 6,133 Long-term operating lease liabilities $ 15,241 $ 16,754 Weighted average remaining lease term (in years) 4 5 Weighted average discount rate 3.3 % 3.4 % The future maturities of our leasing arrangements including lease and non-lease components are shown in the below table. The maturities are calculated using foreign currency exchange rates in effect as of March 31, 2022. March 31, 2022 (In thousands) Operating Leases Remainder of 2022 $ 4,945 2023 6,317 2024 3,602 2025 3,440 2026 2,835 Thereafter 1,581 Total lease liabilities 22,720 Less: Amount representing interest ( 1,507 ) Less: Short-term lease liabilities ( 5,972 ) Total long-term lease liabilities $ 15,241 |
Business Combinations and Dives
Business Combinations and Divestitures | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations and Divestitures | 5. Business Combinations and Divestitures Acquisitions On March 25, 2022 , we acquired Babel Health which engages in the business of designing, developing, selling and operating encounter data submission and reconciliation solutions. The base purchase price was $ 24.0 million, subject to adjustment for cash and net working capital balances, resulting in $ 24.5 million in cash paid ($ 24.1 million in net cash after accounting for the existing cash balance). The preliminary purchase price allocation has resulted in $ 12.4 million in intangibles, allocated between trade name, customer relationship and technology assets, and $ 13.6 million in goodwill, offset by a $ 1.3 million deferred tax liability, and the remaining net working capital deficit. The allocation of the purchase price is preliminary and subject to change. The primary areas of the purchase price that are not yet finalized are related to working capital, intangible assets and the residual goodwill. Accordingly, adjustments may be made to the values of assets and liabilities assumed as the valuation is finalized and additional information is obtained about the facts and circumstance that existed at the acquisition date. The management platform will provide managed health care plans with a tailored solution for the risk adjustment claims submission process. The business is included in our Veradigm business segment. Divestitures On March 2, 2022, we entered into a purchase agreement (the “Harris Purchase Agreement”) with Harris Dawn Holdings Inc. (“Harris”), a wholly-owned subsidiary of Constellation Software Inc., an Ontario corporation, to sell substantially all of the assets of our Hospitals and Large Physician Practices business, including the Sunrise and TouchWorks solutions (the “Hospitals and Large Physician Practices Business”) for $ 670.0 million in cash at closing and the opportunity to earn up to an additional $ 30.0 million based on the Hospitals and Large Physician Practices Business’s revenue through calendar year 2023. Certain assets relating to the Hospitals and Large Physician Practices Business will be excluded from the transaction and retained by the Company, as described in the Harris Purchase Agreement. In addition, Harris will assume certain liabilities related to the Hospitals and Large Physician Practices Business under the terms of the Harris Purchase Agreement. The transactions contemplated by the Harris Purchase Agreement are subject to customary closing conditions, including the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”). The HSR waiting period expired as of April 15, 2022. Each party’s obligation to consummate the divestiture is also subject to certain additional conditions, including performance in all material respects by the other party of its obligations under the Harris Purchase Agreement. The Harris Purchase Agreement contains certain termination rights for both Harris and the Company, including if the closing has not occurred by September 2, 2022, or upon the Company intending to enter into a competing transaction (as described in the Harris Purchase Agreement) upon payment of a termination fee. As of March 31, 2022, the assets and liabilities related to the Harris Purchase Agreement were classified as held for sale on our consolidated balance sheet. The held for sale assets and liabilities are classified as current since, as of March 31, 2022, we expected to complete the sale within the next 12 months. The Hospitals and Large Physician Practices Business classified as held for sale was also classified in discontinued operations as the disposition represents a strategic shift that will have a major effect on our operations and financial results. Refer to Note 15, “Discontinued Operations” for additional information regarding the Hospitals and Large Physician Practices Business and the held for sale assets and liabilities presented on our consolidated balance sheet. On May 2, 2022, we completed the sale of the Hospitals and Large Physician Practices Business, which is further discussed in Note 18, “Subsequent Events”. On August 23, 2021, we completed the sale of substantially all of the assets of our 2bPrecise business to a third party for a non-controlling interest in the combined entity. We realized a pre-tax gain upon the sale of $ 8.4 million, which was included in the Gain on sale of businesses, net line in our consolidated statements of operations for the year ended December 31, 2021. The historical 2bPrecise business is presented in our “Unallocated Amounts” category. On December 31, 2020, we completed the sale of substantially all of the assets of our CarePort business to a subsidiary of WellSky Corp., a Delaware corporation (“WellSky”), pursuant to a purchase agreement (the “CarePort Purchase Agreement”). The total consideration for CarePort was $ 1.35 billion, which was subject to certain adjustments for liabilities assumed by WellSky and net working capital as described in the CarePort Purchase Agreement. We realized a pre-tax gain upon the sale of $ 933.9 million, which was included in the Gain on sale of discontinued operations line in our consolidated statements of operations for the year ended December 31, 2020. For the year ended December 31, 2021, we recorded a $ 0.6 million gain that primarily related to net working capital adjustments in the Gain on sale of discontinued operations line in our consolidated statements of operations. The divestiture was treated as a discontinued operation as of December 31, 2020. Refer to Note 15, “Discontinued Operations” for additional information. On December 31, 2020, we repaid $ 161.0 million of the Term Loan (as defined below) as a result of the sale, which was a mandatory prepayment in accordance with the Second Amended Credit Agreement (as defined below). On October 15, 2020, we completed the sale of substantially all of the assets of our EPSi TM business (“EPSi”) to Strata Decision Technology LLC, an Illinois limited liability company (“Strata”), and Roper Technologies, Inc., a Delaware corporation, pursuant to a purchase agreement (the “EPSi Purchase Agreement”). The total consideration for EPSi was $ 365.0 million, which was subject to certain adjustments for liabilities assumed by Strata and net working capital as described in the EPSi Purchase Agreement. We realized a pre-tax gain upon the sale of $ 222.6 million, which was included in the Gain on sale of discontinued operations line in our consolidated statements of operations for the year ended December 31, 2020. The divestiture was treated as a discontinued operation as of December 31, 2020 . Refer to Note 15, “Discontinued Operations” for additional information. On October 29, 2020, we repaid $ 19.0 million of the Term Loan (as defined below) as a result of the sale, which was a mandatory prepayment in accordance with the Second Amended Credit Agreement (as defined below). |
Fair Value Measurements and Lon
Fair Value Measurements and Long-term Investments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Long-term Investments | 6. Fair Value Measurements and Long-term Investments Fair value measurements are based upon observable and unobservable inputs. Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2: Quoted prices for similar instruments in active markets with inputs that are observable, 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. Level 3: Unobservable inputs 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 instrument reflects the fair value of contingent consideration related to a completed acquisition. The fair value is based on a discounted cash flow analysis reflecting the likelihood of achieving specified performance measures or events and captures the contractual nature of the contingencies, commercial risk or time value of money. The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: Balance Sheet March 31, 2022 December 31, 2021 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Foreign exchange Prepaid expenses $ 0 $ 100 $ 0 $ 100 $ 0 $ 352 $ 0 $ 352 Total assets $ 0 $ 100 $ 0 $ 100 $ 0 $ 352 $ 0 $ 352 Contingent consideration Accrued $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 19 $ 19 Total liabilities $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 19 $ 19 The changes in our Level 3 liability measured at fair value on a recurring basis at March 31, 2022 is summarized as follows: (In thousands) Contingent Consideration Balance at December 31, 2021 $ 19 Payments ( 19 ) Balance at March 31, 2022 $ 0 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 for number of investees) at March 31, 2022 Cost March 31, 2022 December 31, 2021 Equity method investments (1) 4 $ 7,099 $ 11,862 $ 12,260 Cost with adjustments 7 47,114 48,791 49,293 Total long-term equity investments 11 $ 54,213 $ 60,653 $ 61,553 (1) Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. As of March 31, 2022, 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 investments on an individual basis to determine if there have been any declines in fair value. Based on our assessment, we determined no impairment charges were necessary for the three months ended March 31, 2022. Long-term Financial Liabilities Our long-term financial liabilities include amounts outstanding under our Senior Secured Credit Facility (as described in Note 10, “Debt”), with carrying values that approximate fair value since the interest rates approximate current market rates. Refer to Note 10, “Debt,” for further information regarding our long-term financial liabilities. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders' Equity Stock-based Compensation Expense Stock-based compensation expense recognized during the three months ended March 31, 2022 and 2021 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. No stock-based compensation costs were capitalized during the three months ended March 31, 2022 and 2021. Three Months Ended March 31, (In thousands) 2022 2021 Cost of revenue: Provider $ 317 $ 276 Payer & Life Sciences ( 12 ) 57 Total cost of revenue 305 333 Selling, general and administrative expenses 5,489 2,553 Research and development 1,130 1,068 Total stock-based compensation expense $ 6,924 $ 3,954 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 months ended March 31, 2022 and 2021. We granted stock-based awards as follows: Three Months Ended March 31, 2022 Weighted-Average Grant Date (In thousands, except per share amounts) Shares Fair Value Service-based restricted stock units 25 $ 19.86 25 $ 19.86 During the three months ended March 31, 2022 and the year ended December 31, 2021, 1.0 million and 2.2 million shares of common stock, respectively, were issued in connection with the release of restrictions on stock awards. Net Share-settlements Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax, and the remaining amount is converted into an equivalent number of shares of common stock. The majority of restricted stock units and awards that vested during the three months ended March 31, 2022 and 2021 were net-share settled such that we withheld shares with fair value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. Total payments for the employees' minimum statutory tax obligations to the taxing authorities are reflected as a financing activity within the accompanying consolidated statements of cash flows. The total shares withheld for the three months ended March 31, 2022 and 2021 were 628 thousand and 383 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 January 24, 2022, we announced that our Board of Directors approved a new stock purchase program (the “2022 Program”) under which we may repurchase up to $ 250 million of our common stock, with no termination date. The 2022 Program replaced a previous program approved by our Board of Directors in 2021 that was fully utilized. During the three months ended March 31, 2022, we repurchased 2.3 million shares of our common stock under the 2022 Program for a total of $ 49.7 million (after commissions). There were no repurchases during the three months ended March 31, 2021. The approximate dollar value of shares of our common stock that may yet be purchased under the 2022 Program was $ 200.4 million as of March 31, 2022. Any future stock repurchase transactions may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means, subject to market conditions. Any repurchase activity will depend on many factors such as our working capital needs, cash requirements for investments, debt repayment obligations, economic and market conditions at the time, including the price of our common stock, and other factors that we consider relevant. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 8. 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 restricted stock unit awards and warrants calculated under the treasury stock method, as well as convertible notes calculated under the if-converted method. The calculations of earnings (loss) per share are as follows: Three Months Ended March 31, (In thousands, except per share amounts) 2022 2021 Basic earnings per Common Share: Income from continuing operations, net of tax $ 18,471 $ 4,300 Income from discontinued operations, net of tax 4,386 4,757 Net income $ 22,857 $ 9,057 Weighted-average common shares outstanding 115,862 140,191 Basic earnings from continuing operations per Common Share $ 0.16 $ 0.03 Basic earnings from discontinued operations per Common Share 0.04 0.03 Net earnings per Common Share $ 0.20 $ 0.06 Diluted earnings per Common Share: Income from continuing operations, net of tax $ 18,471 $ 4,300 Effect of assumed conversions: Plus: Interest expense, net of tax, associated with 0.875% Convertible Senior Notes 506 0 Income from continuing operations, net of tax after the effect of assumed conversions $ 18,977 $ 4,300 Income from discontinued operations, net of tax $ 4,386 $ 4,757 Weighted-average common shares outstanding 115,862 140,191 Plus: Dilutive effect of restricted stock unit awards, convertible notes and warrants 22,823 8,949 Weighted-average common shares outstanding assuming dilution 138,685 149,140 Diluted earnings from continuing operations per Common Share $ 0.14 $ 0.03 Diluted earnings from discontinued operations per Common Share 0.03 0.03 Net earnings per Common Share $ 0.17 $ 0.06 The following restricted stock unit awards, convertible notes and warrants are not included in the computation of diluted earnings per share as the effect of including such restricted stock unit awards, convertible notes and warrants in the computation would be anti-dilutive: Three Months Ended March 31, (In thousands) 2022 2021 Shares subject to anti-dilutive restricted stock unit awards, convertible notes and warrants excluded from calculation 0 5,360 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: March 31, 2022 December 31, 2021 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 254,385 $ ( 229,033 ) $ 25,352 $ 249,483 $ ( 227,408 ) $ 22,075 Customer contracts and relationships 404,934 ( 324,001 ) 80,933 397,445 ( 321,830 ) 75,615 Total $ 659,319 $ ( 553,034 ) $ 106,285 $ 646,928 $ ( 549,238 ) $ 97,690 Intangibles not subject to amortization: Registered trademarks $ 52,000 $ 52,000 Goodwill 520,187 506,607 Total $ 572,187 $ 558,607 Changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2022 were as follows: (In thousands) Veradigm Unallocated Total Balance as of December 31, 2021 467,630 38,977 506,607 Additions 13,580 0 13,580 Balance as of March 31, 2022 $ 481,210 $ 38,977 $ 520,187 There were no accumulated impairment losses associated with goodwill as of March 31, 2022 and December 31, 2021. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Debt outstanding, excluding lease obligations, consists of the following: March 31, 2022 December 31, 2021 (In thousands) Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount 0.875% Convertible Senior Notes (1) $ 207,911 $ 4,331 $ 203,580 $ 167,853 $ ( 9,057 ) $ 176,910 Senior Secured Credit Facility 175,000 1,521 173,479 175,000 1,848 173,152 Total debt $ 382,911 $ 5,852 $ 377,059 $ 342,853 $ ( 7,209 ) $ 350,062 (1) As of March 31, 2022, the principal balance is recognized in debt. As of December 31, 2021, the principal balance is $ 207,911 thousand; $ 167,853 thousand is recognized in debt and $ 40,058 thousand is recognized in additional paid-in capital. Interest expense consists of the following: Three Months Ended March 31, (In thousands) 2022 2021 Interest expense $ 1,506 $ 1,288 Amortization of discounts and debt issuance costs 630 1,855 Total interest expense $ 2,136 $ 3,143 Interest expense related to the 0.875 % Convertible Senior Notes included in the table above consists of the following: Three Months Ended March 31, (In thousands) 2022 2021 Coupon interest $ 455 $ 455 Amortization of discounts and debt issuance costs 228 1,459 Total interest expense related to the convertible notes $ 683 $ 1,914 Allscripts Senior Secured Credit Facility On February 15, 2018, Allscripts and Allscripts 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 Second Amended Credit Agreement provides for a $ 400 million senior secured term loan (the “Term Loan”) and a $ 900 million senior secured revolving facility (the “Revolving Facility”), each with a five-year term. We repaid the Term Loan in full on December 31, 2020. A total of up to $ 50 million of the Revolving Facility is available for the issuance of letters of credit, up to $ 10 million of the Revolving Facility is available for swingline loans, and up to $ 100 million of the Revolving Facility could be borrowed under certain foreign currencies. As of March 31, 2022, $ 175.0 million under the Revolving Facility and $ 1.0 million in letters of credit were outstanding under the Second Amended Credit Agreement. As of March 31, 2022, the interest rate on the borrowings under the Second Amended Credit Agreement was LIBOR plus 1.50 %, which totaled 1.96 %. We were in compliance with all covenants under the Second Amended Credit Agreement as of March 31, 2022. On August 7, 2019, we entered into a First Amendment to the Second Amended Credit Agreement in order to remain compliant with the covenants of our Second Amended Credit Agreement. The First Amendment provided the financial flexibility to settle the U.S. Department of Justice’s investigations as discussed in Note 14, “Contingencies”, while maintaining our compliance with the covenants of our Second Amended Credit Agreement. None of the original terms of our Second Amended Credit Agreement relating to scheduled future principal payments, applicable interest rates and margins or borrowing capacity under our Revolving Facility were amended. On July 20, 2020, we entered into a Second Amendment to the Second Amended Credit Agreement. None of the original terms of our Second Amended Credit Agreement relating to scheduled future principal payments, applicable interest rates and margins or borrowing capacity under our Revolving Facility were amended. In connection with this amendment, we incurred fees and other costs totaling $ 1.4 million, of which a majority was capitalized. As of March 31, 2022, we had $ 724.0 million available borrowing capacity, net of outstanding letters of credit, under the Revolving Facility. There can be no assurance that we will be able to draw on the full available balance of the Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings or if we are unable to maintain compliance with applicable covenants. On April 29, 2022, Allscripts and Allscripts Healthcare LLC entered into a Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent and other lenders party thereto, amending and restating the Second Amended Credit Agreement, which is further discussed in Note 18, “Subsequent Events”. 0.875% Convertible Senior Notes The issuance in December 2019 of the combined $ 218.0 million aggregate principal amount of the 0.875 % Convertible Senior Notes resulted in $ 0.7 million in debt issuance costs, which were paid in January 2020. We have separately recorded liability and equity components of the 0.875% Convertible Senior Notes, including any discounts and issuance costs, by allocating the proceeds from the issuance between the liability component and the embedded conversion option, or equity component. This allocation was completed by first estimating an interest rate at the time of issuance for similar notes that do not include an embedded conversion option. The semi-annual interest rate of 1.95 % was used to compute the initial fair value of the liability component, which totaled $ 177.9 million at the time of issuance. The excess of the initial proceeds received from the 0.875% Convertible Senior Notes and the $177.9 million liability component was allocated to the equity component, which totaled $ 40.1 million at the time of issuance before deducting any paid capped call fees. The equity component of $40.1 million, the $ 17.2 million in paid capped call fees and an allocation of $ 1.1 million in combined discounts and issuance costs were recorded in Additional paid-in capital within the consolidated balance sheets in December 2019. These were recorded as a discount and are to be accreted into interest expense through January 1, 2027 using the interest method. In June 2020, we paid $ 7.7 million to repurchase $ 10.1 million of the aggregate principal amount of the 0.875 % Convertible Senior Notes, which resulted in a $ 0.5 million gain. In connection with the repurchase, the capped call transaction was partially terminated, and we received $ 0.3 million, which resulted in a recognition of $ 0.8 million in equity to offset the capped call fees and a $ 0.5 million loss. On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective transition method. The guidance simplifies the accounting for convertible instruments by removing major separation models required under GAAP. The guidance also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions. As a result of the adoption of ASU 2020-06, the liability and equity components of the 0.875% Convertible Senior Notes are to be presented as a single liability as of January 1, 2022. Therefore, as of January 1, 2022, we decreased Additional paid-in capital by $ 38.9 million, which represented the $ 40.1 million equity component, offset by the $ 1.1 million in combined discounts and issuance costs. We increased Retained earnings by $ 12.5 million to reverse the accretion of interest expense related to the equity component that was recorded from December 2019 through December 2021. We also increased Long-term debt by $ 26.4 million, which represents the difference between the reduction to Additional paid-in capital and the increase in Retained earnings. The capped call fees remain in Additional paid-in capital within our consolidated balance sheet. The 0.875 % Convertible Senior Notes became convertible at the option of the holders during the first quarter of 2022. However, as of March 31, 2022, none of the 0.875 % Convertible Senior Notes have been converted. The remaining principal amount of the 0.875 % Convertible Senior Notes at March 31, 2022 totaled $ 207.9 million. The carrying value of the capped call fees at March 31, 2022 was $ 16.4 million. Future Debt Payments The following table summarizes future debt principal payment obligations as of March 31, 2022: (In thousands) Total Remainder 2023 2024 2025 2026 Thereafter 0.875% Convertible Senior Notes (1) $ 207,911 $ 0 $ 0 $ 0 $ 0 $ 0 $ 207,911 Revolving Facility (2) 175,000 0 175,000 0 0 0 0 Total debt $ 382,911 $ 0 $ 175,000 $ 0 $ 0 $ 0 $ 207,911 (1) Amount represents the face value of the 0.875 % Convertible Senior Notes. (2) Assumes no additional borrowings after March 31, 2022, payment of any required periodic installments of principal when due and that all drawn amounts are repaid upon maturity. On May 2, 2022, this amount was repaid with proceeds from the sale of the Hospitals and Large Physician Practices Business. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes We account for income taxes under FASB Accounting Standards Codification 740, “ Income Taxes” (“ASC 740”). We calculate the quarterly tax provision consistent with the guidance provided by ASC 740, whereby we forecast the estimated annual effective tax rate and then apply that rate to the year-to-date pre-tax book (loss) income. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective rate, including factors such as the valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, or changes in or the interpretation of tax laws in jurisdictions where the Company conducts business. There is no tax benefit recognized on certain of the net operating losses incurred due to insufficient evidence supporting the Company’s ability to use these losses in the future. The effective tax rates were as follows: Three Months Ended March 31, (In thousands, except effective tax rate) 2022 2021 Income from continuing operations before income taxes $ 4,050 $ 5,406 Income tax benefit (provision) $ 14,421 $ ( 1,106 ) Effective tax rate NM 20.5 % NM - We define “NM” as not meaningful for percentages greater than 200%. Our provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate primarily due to permanent differences, income attributable to foreign jurisdictions taxed at different rates, state taxes, tax credits and certain discrete items including a windfall benefit of $ 5.1 million for the three months ended March 31, 2022 and a windfall benefit of $ 1.0 million for the three months ended March 31, 2021. Our effective tax rates for the three months ended March 31, 2022, compared with the prior year comparable period, differ primarily due to the release of valuation allowance of $ 11.2 million in the three months ended March 31, 2022. In addition, the permanent items, credits and the impact of foreign earnings had more impact on the pre-tax income of $ 4.1 million in the three months ended March 31, 2022, compared to the impact of these items on a pre-tax income of $ 5.4 million for the three months ended March 31, 2021. 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). During the three months ended March 31, 2022, we released valuation allowances of $ 11.2 million related to U.S. deferred tax assets. Our unrecognized income tax benefits were $ 30.5 million and $ 30.3 million as of March 31, 2022 and December 31, 2021, 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 considering changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law. Our Harris Purchase Agreement to sell substantially all of the assets of the Hospitals and Large Physician Practices Business includes the majority of our foreign subsidiaries. The assets and liabilities of these foreign subsidiaries have been classified as held for sale on our consolidated balance sheet. As such, the company no longer considers the undistributed earnings of these foreign subsidiaries to be indefinitely invested. Therefore, in the three months ended March 31, 2022, we have recorded a deferred tax asset of $ 7.0 million. The tax benefit of recording this deferred tax asset has been included in discontinued operations. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 12. Derivative Financial Instruments The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: March 31, 2022 Asset Derivatives (In thousands) Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 100 Total derivatives $ 100 December 31, 2021 Asset Derivatives (In thousands) Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 352 Total derivatives $ 352 Foreign Exchange Contracts We have entered into non-deliverable forward foreign currency exchange contracts with reputable banking counterparties 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 percentage of forecasted monthly INR expenses over time. As of March 31, 2022, there were nine forward contracts outstanding that when entered into were staggered to mature monthly starting in April 2022 and ending in December 2022 . 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 2022. As of March 31, 2022, the notional amount for each of the outstanding forward contracts ranged from 50.0 to 250.0 million INR, or the equivalent of $ 0.7 million to $ 3.3 million, based on the exchange rate between the United States dollar and the INR in effect as of March 31, 2022. These amounts also approximate the forecasted future INR expenses we target to hedge in any one month in the future. As of March 31, 2022, we estimate that $ 0.1 million of net unrealized derivative gains included in accumulated other comprehensive income (loss) (“AOCI”) will be reclassified into income within the next 12 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 income (loss): Amount of Gain (Loss) Recognized Amount of Gain (Loss) Reclassified from AOCI into Income (In thousands) Three Months Location of Gain (Loss) Reclassified Three Months Foreign exchange contracts $ ( 148 ) Cost of Revenue $ 37 Selling, general and 24 Research and development $ 43 Amount of Gain (Loss) Recognized Amount of Gain (Loss) Reclassified from AOCI into Income (In thousands) Three Months Location of Gain (Loss) Reclassified Three Months Foreign exchange contracts $ 175 Cost of Revenue $ 321 Selling, general and 184 Research and development $ 351 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 13. Accumulated Other Comprehensive Loss 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. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2021 (1) $ ( 3,026 ) $ 261 $ ( 2,765 ) Other comprehensive (loss) income before ( 150 ) ( 110 ) ( 260 ) Net losses (gains) reclassified from accumulated 0 ( 77 ) ( 77 ) Net other comprehensive income (loss) ( 150 ) ( 187 ) ( 337 ) Balance as of March 31, 2022 (2) $ ( 3,176 ) $ 74 $ ( 3,102 ) (1) Net of taxes of $91 thousand for unrealized net gains on foreign exchange contract derivatives. (2) Net of taxes of $25 thousand for unrealized net gains on foreign exchange contract derivatives. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2020 (1) $ ( 2,957 ) $ 1,119 $ ( 1,838 ) Other comprehensive income (loss) before 99 130 229 Net (gains) losses reclassified from accumulated 0 ( 635 ) ( 635 ) Net other comprehensive income (loss) 99 ( 505 ) ( 406 ) Balance as of March 31, 2021 (2) $ ( 2,858 ) $ 614 $ ( 2,244 ) (1) Net of taxes of $ 390 thousand for unrealized net gains on foreign exchange contract derivatives. (2) Net of taxes of $ 214 thousand for unrealized net gains on foreign exchange contract derivatives. Income Tax Effects Related to Components of Other Comprehensive Income (Loss) The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended March 31, 2022 2021 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ ( 150 ) $ 0 $ ( 150 ) $ 99 $ 0 $ 99 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period ( 148 ) 38 ( 110 ) 175 ( 45 ) 130 Net (gains) losses reclassified into income ( 103 ) 26 ( 77 ) ( 856 ) 221 ( 635 ) Net change in unrealized gains (losses) on foreign exchange contracts ( 251 ) 64 ( 187 ) ( 681 ) 176 ( 505 ) Other comprehensive (loss) income $ ( 401 ) $ 64 $ ( 337 ) $ ( 582 ) $ 176 $ ( 406 ) |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 14. 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, as appropriate, 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 or settled by us in a reporting period for amounts in excess of our management’s expectations, our consolidated financial statements for that and subsequent reporting periods 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. The Enterprise Information Solutions business (the “EIS Business”) acquired from McKesson Corporation (“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 related to the Horizon Clinicals software. In August 2018, McKesson received an additional CID (together with the May 2017 CID, the “McKesson CIDs”), related to the Paragon software. The McKesson CIDs request 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 McKesson CIDs, 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. In October 2021, Allscripts received a CID seeking information about its acquisition of the EIS Business from McKesson and the Horizon Clinicals software. McKesson has agreed to assume defense of this CID. 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. Between April 2018 and June 2019, Practice Fusion received from the U.S. Department of Justice (the “DOJ”) seven additional requests for documents and information through four additional CIDs and three Health Insurance Portability and Accountability Act (“HIPAA”) subpoenas. The document and information requests received by Practice Fusion related to both the certification Practice Fusion obtained in connection with the U.S. Department of Health and Human Services’ Electronic Health Record Incentive Program and Practice Fusion’s compliance with the Anti-Kickback Statute (“AKS”) and HIPAA as it relates to certain business practices engaged in by Practice Fusion. In March 2019, Practice Fusion received a grand jury subpoena in connection with a criminal investigation related to Practice Fusion’s compliance with the AKS. On August 6, 2019, Practice Fusion reached an agreement in principle with the DOJ to resolve all of the DOJ’s outstanding civil and criminal investigations, including the investigation by the U.S. Attorney’s Office for the District of Vermont, and we announced that on January 27, 2020, Practice Fusion entered into a deferred prosecution agreement (the “Deferred Prosecution Agreement”) and various civil settlement agreements, including with the Medicaid programs for each U.S. state, the District of Columbia and Puerto Rico (collectively, the “Settlement Agreements”) resolving the investigations conducted by the DOJ and the U.S. Attorney’s Office. The Settlement Agreements required Practice Fusion to, among other things, pay a criminal fine of $ 25.3 million, a forfeiture payment of $ 959,700 and a civil settlement of $ 118.6 million, which includes $ 5.2 million designated for the state Medicaid program expenditures, all of which, as of December 31, 2020, were paid in full. The Deferred Prosecution Agreement required Practice Fusion to retain an “Oversight Organization” to oversee the Practice Fusion’s implementation of certain compliance measures and ongoing compliance efforts. On August 17, 2021, Practice Fusion’s initial Oversight Organization resigned, and on August 25, 2021, Practice Fusion received a notice from the U.S. Attorney’s Office for the District of Vermont stating Practice Fusion was in breach of the Deferred Prosecution Agreement due to such resignation. On September 17, 2021, Practice Fusion engaged a new Oversight Organization. On March 18, 2022, Practice Fusion reached a settlement with the U.S. Attorney’s Office concerning this claim, pursuant to which Practice Fusion agreed to pay $ 200,000 to the United States and extend the Deferred Prosecution Agreement by 11 weeks; Practice Fusion did not admit liability for any breach of the Deferred Prosecution Agreement. The settlement of $ 200,000 was paid by Practice Fusion on April 5, 2022. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 15. Discontinued Operations Hospitals and Large Physician Practices Discontinued Operation On March 2, 2022, we entered into the Harris Purchase Agreement to sell substantially all of the assets of the Hospitals and Large Physician Practices Business. The Hospitals and Large Physician Practices Business sale represents a strategic shift that will have a major effect on our operations and financial results. Therefore, as of March 31, 2022, we reported the Hospitals and Large Physician Practices Business as discontinued operations. On May 2, 2022, we completed the sale of the Hospitals and Large Physician Practices Business, which is further discussed in Note 18, “Subsequent Events.” The following table summarizes the major classes of assets and liabilities of the Hospitals and Large Physician Practices Business as reported on the consolidated balance sheets as of March 31, 2022 and December 31, 2021: (In thousands) March 31, 2022 December 31, 2021 Carrying amounts of major classes of assets associated with Hospitals and Large Physician Practices included as part of discontinued operations: Cash and cash equivalents $ 67,671 $ 55,834 Restricted cash 847 861 Accounts receivable, net of allowance of $ 18,045 and $ 16,584 as of March 31, 2022 and December 31, 2021, respectively 200,407 155,447 Contract assets, net of allowance of $ 492 as of March 31, 2022 and December 31, 2021 68,786 61,382 Prepaid expenses and other current assets 63,310 58,431 Total current assets 401,021 331,955 Fixed assets, net 33,686 38,083 Software development costs, net 91,810 97,416 Intangible assets, net 77,997 86,240 Goodwill 467,725 467,871 Deferred taxes, net 8,393 6,607 Contract assets - long-term, net of allowance of $ 739 as of March 31, 2022 and December 31, 2021 31,934 28,623 Right-of-use assets - operating leases 48,089 50,585 Other assets 14,092 17,731 Total assets (1) $ 1,174,747 $ 1,125,111 Carrying amounts of major classes of liabilities associated with Hospitals and Large Physician Practices included as part of discontinued operations: Accounts payable $ 21,708 $ 11,555 Accrued expenses 45,852 38,007 Accrued compensation and benefits 37,506 61,167 Deferred revenue 274,541 205,152 Current operating lease liabilities 13,613 13,466 Total current liabilities 393,220 329,347 Deferred revenue long-term 475 2,568 Long-term operating lease liabilities 44,952 48,068 Other liabilities 341 270 Total liabilities (1) $ 438,988 $ 380,253 (1) The total assets and total liabilities in the above table for the three months ended March 31, 2022 and for the year ended December 31, 2021, are presented in the balance sheet as of March 31, 2022 as Assets held for sale and Liabilities related to assets held for sale. The following table summarizes the major income and expense line items of the Hospitals and Large Physician Practices Business as reported in the consolidated statements of operations for the three months ended March 31, 2022 and 2021. Three Months Ended March 31, (In thousands) 2022 2021 Major income and expense line items related to Hospitals and Large Physician Practices: Revenue: Provider $ 214,230 $ 234,700 Total revenue 214,230 234,700 Cost of revenue: Provider 143,692 147,572 Total cost of revenue 143,692 147,572 Gross profit 70,538 87,128 Selling, general and administrative expenses 48,749 49,545 Research and development 23,856 28,513 Amortization of intangible assets 3,450 3,460 (Loss) income from discontinued operations for Hospitals and Large Physician Practices ( 5,517 ) 5,610 Other income, net 496 239 (Loss) income from discontinued operations for Hospitals and Large Physician Practices before income taxes ( 5,021 ) 5,849 Income tax benefit (provision) 9,407 ( 1,556 ) Income from discontinued operations, net of tax for Hospitals and Large Physician Practices $ 4,386 $ 4,293 EPSi and CarePort Discontinued Operation During 2020, we implemented a strategic initiative to sell two of our businesses, EPSi and CarePort. Since both businesses were part of the same strategic initiative and were sold within the same period, the combined sale of EPSi and CarePort represented a strategic shift that had a major effect on our operations and financial results. As of December 31, 2020, these businesses were reported together as discontinued operations. On October 15, 2020, we completed the sale of our EPSi business. Prior to the sale, EPSi was part of the “Unallocated Amounts” category as it did not meet the requirements to be a reportable segment nor the criteria to be aggregated into our two reportable segments. On its own, the divestiture of the EPSi business did not represent a strategic shift that had a major effect on our operations and financial results. However, the combined sale of EPSi and CarePort represented a strategic shift that had a major effect on our operations and financial results. Therefore, EPSi was treated as a discontinued operation. On December 31, 2020, we completed the sale of our CarePort business. Prior to the sale, CarePort was part of the former Data, Analytics and Care Coordination reportable segment. On its own, the divestiture of the CarePort business represented a strategic shift that had a major effect on our operations and financial results. The following table summarizes the major income and expense line items of EPSi and CarePort as reported in the consolidated statements of operations for the three months ended March 31, 2021. The activity during the three months ended March 31, 2021 relates to certain adjustments made in connection with the sale of EPSi and CarePort, primarily relating to net working capital adjustments that impacted the gain on the sale of the discontinued operations. Three Months Ended (In thousands) March 31, 2021 Major income and expense line items related to EPSi and CarePort: Revenue: Provider $ ( 368 ) Total revenue ( 368 ) Cost of revenue: Provider ( 364 ) Total cost of revenue ( 364 ) Gross loss ( 4 ) Selling, general and administrative expenses 65 Research and development ( 40 ) Loss from discontinued operations for EPSi and CarePort ( 29 ) Gain on sale of discontinued operations 647 Income from discontinued operations for EPSi and CarePort before income taxes 618 Income tax provision ( 154 ) Income from discontinued operations, net of tax for EPSi and CarePort $ 464 |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segments | 16. Business Segments We primarily derive our revenues from sales of our proprietary software (either as a direct license sale or under a subscription delivery model), which also serves as the basis for our recurring service contracts for software support and maintenance and certain transaction-related services. In addition, we provide various other client services, including installation, and managed services, such as outsourcing, private cloud hosting and revenue cycle management. As of January 1, 2022, we had three operating segments: (i) Hospitals and Large Physician Practices, (ii) Veradigm and (iii) Certain Products (as defined below). The Hospitals and Large Physician Practices and Veradigm operating segments were equivalent to the two reportable segments described below. The Hospitals and Large Physician Practices segment derived its revenue from the sale of integrated clinical and financial management solutions, which primarily included EHR-related software, related installation, support and maintenance, outsourcing and private cloud hosting. The Veradigm segment derived its revenue from payer and life sciences solutions, which are mainly targeted at payers, life sciences companies and other key healthcare stakeholders. Additionally, revenue was derived from software applications for patient engagement and the sale of EHR software to single-specialty and small and mid-sized physician practices, including related clinical, financial, administrative and operational solutions. These solutions enabled clients to transition, analyze and coordinate care and improve the quality, efficiency and value of healthcare delivery across the entire care community. The “Unallocated Amounts” category consisted of the 2bPrecise business, certain products that were shifted from the previous Core Clinical and Financial Solutions reportable segment due to the organizational changes (“Certain Products”), transfer pricing revenues and certain corporate-related expenses. The amounts included in the “Unallocated Amounts” category for 2bPrecise and Certain Products did not meet the requirements to be reportable segments nor the criteria to be aggregated into the two reportable segments. On March 2, 2022, we entered into the Harris Purchase Agreement to sell substantially all of the assets of our Hospitals and Large Physician Practices Business. As of March 31, 2022, the assets and liabilities related to the Harris Purchase Agreement were classified as held for sale on our consolidated balance sheet. The held for sale assets and liabilities are classified as current since, as of March 31, 2022, we expected to complete the sale within the next 12 months. The Hospitals and Large Physician Practices Business classified as held for sale was classified in discontinued operations as the disposition represents a strategic shift that will have a major effect on our operations and financial results. As a result of the transaction, we have realigned our reporting structure. As of March 31, 2022, we have two operating segments: (i) Veradigm and (ii) Certain Products. The Veradigm operating segment is the equivalent to our one reportable segment. The prior period segment disclosures below have been revised to conform to the current period presentation. Our chief operating decision maker uses segment revenues, gross profit and income (loss) from operations as measures of performance and to make decisions about the allocation of resources. We do not track our assets by segment. Three Months Ended March 31, (In thousands) 2022 2021 Revenue: Veradigm $ 136,278 $ 126,370 Unallocated Amounts 6,394 7,282 Total revenue $ 142,672 $ 133,652 Gross profit: Veradigm $ 69,195 $ 58,623 Unallocated Amounts 4,286 4,294 Total gross profit $ 73,481 $ 62,917 Income (loss) from operations: Veradigm $ 18,115 $ 11,494 Unallocated Amounts ( 11,543 ) ( 3,765 ) Total income (loss) from operations $ 6,572 $ 7,729 |
Supplemental Disclosures
Supplemental Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Disclosures | 17. Supplemental Disclosures Supplemental Consolidated Statements of Cash Flows Information The majority of the restricted cash balance as of March 31, 2022 and 2021 represents lease deposits. March 31, (In thousands) 2022 2021 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 82,782 $ 453,772 Restricted cash 1,305 1,308 Total cash, cash equivalents and restricted cash $ 84,087 $ 455,080 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On April 29, 2022, Allscripts and Allscripts Healthcare LLC entered into the Third Amended Credit Agreement, with JPMorgan Chase Bank, N.A., as administrative agent and other lenders party thereto, amending and restating the Second Amended Credit Agreement. The Third Amended Credit Agreement provides for a $ 700.0 million New Revolving Facility. A total of up to $ 50.0 million of the New Revolving Facility is available for the issuance of letters of credit, up to $ 25.0 million of the New Revolving Facility is available for swingline loans, and up to $ 100.0 million of the New Revolving Facility could be borrowed under certain foreign currencies. Proceeds from the borrowings under the Third Amended Credit Agreement were used for the refinancing of loans under the Second Amended Credit Agreement. On May 2, 2022, A llscripts, Allscripts Healthcare LLC, Allscripts Software, LLC, a Delaware limited liability company (“Allscripts Software”), PF2 EIS LLC, a Delaware limited liability company (“PF2”), Allscripts IHC, LLC, a Delaware limited liability company (“Allscripts IHC”), and Allscripts Healthcare US, LP, a Delaware limited partnership (together with Allscripts Healthcare LLC, Allscripts Software, PF2 and Allscripts IHC, the “Sellers”), completed the previously-announced divestiture of the net assets of the Sellers’ Hospitals and Large Physician Practices Business to Altera Digital Health Inc. (formerly known as Harris Dawn Holdings Inc.), a Delaware corporation (“Buyer”), a wholly-owned subsidiary of Constellation Software Inc., an Ontario corporation, pursuant to the Harris Purchase Agreement, dated March 2, 2022 (the “HLPP Divestiture”). At the closing of the HLPP Divestiture, Buyer acquired substantially all of the assets of the Business for $ 670.0 million in cash paid at closing and the opportunity to earn up to an additional $ 30.0 million based on the Hospitals and Large Physician Practices Business’s revenue through calendar year 2023. Certain assets of the Sellers relating to the Business were excluded from the transaction and retained by the Sellers. In addition, Buyer assumed certain liabilities related to the Business under the terms of the Purchase Agreement. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. 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. The Company believes that the disclosures made are adequate to make these unaudited interim consolidated financial statements not misleading. They 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, 2021 (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. Our estimates and assumptions consider the economic implications of COVID-19 on our critical and significant accounting estimates. Actual results could differ materially from these estimates. |
Recently Adopted Accounting Pronouncements | Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also requires the application of the if-converted method for calculating diluted earnings per share, whereas the treasury stock method is no longer permitted for convertible instruments. The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years, beginning after December 15, 2021. We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition, which resulted in an increase in long-term debt of $ 26.4 million, a decrease in additional paid-in capital of $ 38.9 million and an increase to retained earnings of $ 12.5 million, as of January 1, 2022. Refer to Note 10, “Debt” for additional information. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” (“ASU 2021-08”) , which requires contract assets and contract liabilities (deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “ Revenue from Contracts with Customers” , as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, “ Business Combinations” . The new standard should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The standard is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effects of the adoption of ASU 2021-08 on our consolidated financial statements. We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, will 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 granting of access, delivery or shipment. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Revenue Recognized on Various Performance Obligations and Elected Accounting Expedients | The breakdown of revenue recognized based on the origination of performance obligations and elected accounting expedients is presented in the tables below: (In thousands) Three Months Revenue related to deferred revenue balance at beginning of period $ 36,151 Revenue related to new performance obligations satisfied during the period 45,306 Revenue recognized under "right-to-invoice" expedient 61,114 Reimbursed travel expenses, shipping and other revenue 101 Total revenue $ 142,672 (In thousands) Three Months Revenue related to deferred revenue balance at beginning of period $ 29,401 Revenue related to new performance obligations satisfied during the period 47,263 Revenue recognized under "right-to-invoice" expedient 56,811 Reimbursed travel expenses, shipping and other revenue 177 Total revenue $ 133,652 |
Summary of Revenue by Type and Nature of Revenue Stream by Reportable Segments | The tables below summarize revenue by type and nature of revenue stream as well as by our reportable segments. Refer to Note 16, “Business Segments”, for further information regarding the change to our reportable segments during the first quarter of 2022. |
Summary of Changes in Estimate of Credit Losses for Contract Assets | Changes in the estimate of credit losses for contract assets are presented in the table below. Three Months Ended March 31, (In thousands) 2022 2021 Beginning balance $ 2,110 $ 2,110 Current period provision 0 0 Ending balance $ 2,110 $ 2,110 Less: Contract assets, short-term 576 576 Total contract assets, long-term $ 1,534 $ 1,534 |
Revenue by Segment [Member] | |
Summary of Revenue by Type and Nature of Revenue Stream by Reportable Segments | Three Months Ended March 31, 2022 (In thousands) Veradigm Unallocated Amounts Total Provider $ 112,271 $ 6,394 $ 118,665 Payer & Life Sciences 24,007 0 24,007 Total revenue $ 136,278 $ 6,394 $ 142,672 Three Months Ended March 31, 2021 (In thousands) Veradigm Unallocated Amounts Total Provider $ 103,888 $ 7,282 $ 111,170 Payer & Life Sciences 22,482 0 22,482 Total revenue $ 126,370 $ 7,282 $ 133,652 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Trade Accounts Receivable [Member] | |
Accounts Notes And Loans Receivable [Line Items] | |
Schedule of Changes in Estimate of Credit Losses for Trade Accounts Receivable | Changes in the estimate of credit losses for trade accounts receivable are presented in the table below. Three Months Ended March 31, (In thousands) 2022 2021 Beginning balance $ 13,360 $ 14,769 Current period provision 754 340 Write-offs ( 341 ) ( 894 ) Ending balance $ 13,773 $ 14,215 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of Operating Costs Associated with Leased Assets | Operating costs associated with leased assets are as follows: (In thousands) Three Months Ended March 31, 2022 2021 Operating lease cost (1) $ 1,690 $ 1,931 Less: Sublease income ( 33 ) ( 83 ) Total operating lease costs $ 1,657 $ 1,848 (1) Operating lease costs are recognized on a straight-line basis and are included in Selling, general and administrative expenses within the consolidated statements of operations . |
Supplemental Cash Flow Information for Operating Leases | Supplemental cash flow information for operating leases is as follows: (In thousands) Three Months Ended March 31, 2022 2021 Operating cash flows from operating leases $ 1,864 $ 1,506 |
Summary of Balance Sheet Location and Balances for Operating Leases | The balance sheet location and balances for operating leases are as follows: (In thousands, except lease term and discount rate) March 31, 2022 December 31, 2021 Right-of-use assets - operating leases $ 16,776 $ 18,324 Current operating lease liabilities $ 5,972 $ 6,133 Long-term operating lease liabilities $ 15,241 $ 16,754 Weighted average remaining lease term (in years) 4 5 Weighted average discount rate 3.3 % 3.4 % |
Summary of Future Maturities of Lease and Non-Lease Components | The future maturities of our leasing arrangements including lease and non-lease components are shown in the below table. The maturities are calculated using foreign currency exchange rates in effect as of March 31, 2022. March 31, 2022 (In thousands) Operating Leases Remainder of 2022 $ 4,945 2023 6,317 2024 3,602 2025 3,440 2026 2,835 Thereafter 1,581 Total lease liabilities 22,720 Less: Amount representing interest ( 1,507 ) Less: Short-term lease liabilities ( 5,972 ) Total long-term lease liabilities $ 15,241 |
Fair Value Measurements and L_2
Fair Value Measurements and Long-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: |
Summary of Changes in Liability Measured at Fair Value on Recurring Basis | The changes in our Level 3 liability measured at fair value on a recurring basis at March 31, 2022 is summarized as follows: (In thousands) Contingent Consideration Balance at December 31, 2021 $ 19 Payments ( 19 ) Balance at March 31, 2022 $ 0 |
Long-Term Equity and Cost Method Investments [Member] | |
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 for number of investees) at March 31, 2022 Cost March 31, 2022 December 31, 2021 Equity method investments (1) 4 $ 7,099 $ 11,862 $ 12,260 Cost with adjustments 7 47,114 48,791 49,293 Total long-term equity investments 11 $ 54,213 $ 60,653 $ 61,553 (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) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Share-Based Compensation Expense | Stock-based compensation expense recognized during the three months ended March 31, 2022 and 2021 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. No stock-based compensation costs were capitalized during the three months ended March 31, 2022 and 2021. Three Months Ended March 31, (In thousands) 2022 2021 Cost of revenue: Provider $ 317 $ 276 Payer & Life Sciences ( 12 ) 57 Total cost of revenue 305 333 Selling, general and administrative expenses 5,489 2,553 Research and development 1,130 1,068 Total stock-based compensation expense $ 6,924 $ 3,954 |
Share-Based Awards Granted | We granted stock-based awards as follows: Three Months Ended March 31, 2022 Weighted-Average Grant Date (In thousands, except per share amounts) Shares Fair Value Service-based restricted stock units 25 $ 19.86 25 $ 19.86 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: Three Months Ended March 31, (In thousands, except per share amounts) 2022 2021 Basic earnings per Common Share: Income from continuing operations, net of tax $ 18,471 $ 4,300 Income from discontinued operations, net of tax 4,386 4,757 Net income $ 22,857 $ 9,057 Weighted-average common shares outstanding 115,862 140,191 Basic earnings from continuing operations per Common Share $ 0.16 $ 0.03 Basic earnings from discontinued operations per Common Share 0.04 0.03 Net earnings per Common Share $ 0.20 $ 0.06 Diluted earnings per Common Share: Income from continuing operations, net of tax $ 18,471 $ 4,300 Effect of assumed conversions: Plus: Interest expense, net of tax, associated with 0.875% Convertible Senior Notes 506 0 Income from continuing operations, net of tax after the effect of assumed conversions $ 18,977 $ 4,300 Income from discontinued operations, net of tax $ 4,386 $ 4,757 Weighted-average common shares outstanding 115,862 140,191 Plus: Dilutive effect of restricted stock unit awards, convertible notes and warrants 22,823 8,949 Weighted-average common shares outstanding assuming dilution 138,685 149,140 Diluted earnings from continuing operations per Common Share $ 0.14 $ 0.03 Diluted earnings from discontinued operations per Common Share 0.03 0.03 Net earnings per Common Share $ 0.17 $ 0.06 |
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share | The following restricted stock unit awards, convertible notes and warrants are not included in the computation of diluted earnings per share as the effect of including such restricted stock unit awards, convertible notes and warrants in the computation would be anti-dilutive: Three Months Ended March 31, (In thousands) 2022 2021 Shares subject to anti-dilutive restricted stock unit awards, convertible notes and warrants excluded from calculation 0 5,360 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: March 31, 2022 December 31, 2021 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 254,385 $ ( 229,033 ) $ 25,352 $ 249,483 $ ( 227,408 ) $ 22,075 Customer contracts and relationships 404,934 ( 324,001 ) 80,933 397,445 ( 321,830 ) 75,615 Total $ 659,319 $ ( 553,034 ) $ 106,285 $ 646,928 $ ( 549,238 ) $ 97,690 Intangibles not subject to amortization: Registered trademarks $ 52,000 $ 52,000 Goodwill 520,187 506,607 Total $ 572,187 $ 558,607 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2022 were as follows: (In thousands) Veradigm Unallocated Total Balance as of December 31, 2021 467,630 38,977 506,607 Additions 13,580 0 13,580 Balance as of March 31, 2022 $ 481,210 $ 38,977 $ 520,187 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Instrument [Line Items] | |
Debt Outstanding Excluding Lease Obligations | Debt outstanding, excluding lease obligations, consists of the following: March 31, 2022 December 31, 2021 (In thousands) Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount 0.875% Convertible Senior Notes (1) $ 207,911 $ 4,331 $ 203,580 $ 167,853 $ ( 9,057 ) $ 176,910 Senior Secured Credit Facility 175,000 1,521 173,479 175,000 1,848 173,152 Total debt $ 382,911 $ 5,852 $ 377,059 $ 342,853 $ ( 7,209 ) $ 350,062 (1) As of March 31, 2022, the principal balance is recognized in debt. As of December 31, 2021, the principal balance is $ 207,911 thousand; $ 167,853 thousand is recognized in debt and $ 40,058 thousand is recognized in additional paid-in capital. |
Interest Expense | Interest expense consists of the following: Three Months Ended March 31, (In thousands) 2022 2021 Interest expense $ 1,506 $ 1,288 Amortization of discounts and debt issuance costs 630 1,855 Total interest expense $ 2,136 $ 3,143 |
Summary of Future Debt Payment Obligations | Future Debt Payments The following table summarizes future debt principal payment obligations as of March 31, 2022: (In thousands) Total Remainder 2023 2024 2025 2026 Thereafter 0.875% Convertible Senior Notes (1) $ 207,911 $ 0 $ 0 $ 0 $ 0 $ 0 $ 207,911 Revolving Facility (2) 175,000 0 175,000 0 0 0 0 Total debt $ 382,911 $ 0 $ 175,000 $ 0 $ 0 $ 0 $ 207,911 (1) Amount represents the face value of the 0.875 % Convertible Senior Notes. (2) Assumes no additional borrowings after March 31, 2022, payment of any required periodic installments of principal when due and that all drawn amounts are repaid upon maturity. On May 2, 2022, this amount was repaid with proceeds from the sale of the Hospitals and Large Physician Practices Business. |
0.875% Convertible Senior Notes and the 1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Interest Expense Related to 0.875% Convertible Senior Notes and 1.25% Cash Convertible Senior Notes | Interest expense related to the 0.875 % Convertible Senior Notes included in the table above consists of the following: Three Months Ended March 31, (In thousands) 2022 2021 Coupon interest $ 455 $ 455 Amortization of discounts and debt issuance costs 228 1,459 Total interest expense related to the convertible notes $ 683 $ 1,914 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Effective Tax Rates | The effective tax rates were as follows: Three Months Ended March 31, (In thousands, except effective tax rate) 2022 2021 Income from continuing operations before income taxes $ 4,050 $ 5,406 Income tax benefit (provision) $ 14,421 $ ( 1,106 ) Effective tax rate NM 20.5 % NM - We define “NM” as not meaningful for percentages greater than 200%. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value and Balance Sheet Locations | The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: March 31, 2022 Asset Derivatives (In thousands) Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 100 Total derivatives $ 100 December 31, 2021 Asset Derivatives (In thousands) Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 352 Total derivatives $ 352 |
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 income (loss): Amount of Gain (Loss) Recognized Amount of Gain (Loss) Reclassified from AOCI into Income (In thousands) Three Months Location of Gain (Loss) Reclassified Three Months Foreign exchange contracts $ ( 148 ) Cost of Revenue $ 37 Selling, general and 24 Research and development $ 43 Amount of Gain (Loss) Recognized Amount of Gain (Loss) Reclassified from AOCI into Income (In thousands) Three Months Location of Gain (Loss) Reclassified Three Months Foreign exchange contracts $ 175 Cost of Revenue $ 321 Selling, general and 184 Research and development $ 351 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2021 (1) $ ( 3,026 ) $ 261 $ ( 2,765 ) Other comprehensive (loss) income before ( 150 ) ( 110 ) ( 260 ) Net losses (gains) reclassified from accumulated 0 ( 77 ) ( 77 ) Net other comprehensive income (loss) ( 150 ) ( 187 ) ( 337 ) Balance as of March 31, 2022 (2) $ ( 3,176 ) $ 74 $ ( 3,102 ) (1) Net of taxes of $91 thousand for unrealized net gains on foreign exchange contract derivatives. (2) Net of taxes of $25 thousand for unrealized net gains on foreign exchange contract derivatives. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2020 (1) $ ( 2,957 ) $ 1,119 $ ( 1,838 ) Other comprehensive income (loss) before 99 130 229 Net (gains) losses reclassified from accumulated 0 ( 635 ) ( 635 ) Net other comprehensive income (loss) 99 ( 505 ) ( 406 ) Balance as of March 31, 2021 (2) $ ( 2,858 ) $ 614 $ ( 2,244 ) (1) Net of taxes of $ 390 thousand for unrealized net gains on foreign exchange contract derivatives. (2) Net of taxes of $ 214 thousand for unrealized net gains on foreign exchange contract derivatives. |
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) | The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended March 31, 2022 2021 (In thousands) Before-Tax Amount Tax Effect Net Amount Before-Tax Amount Tax Effect Net Amount Foreign currency translation adjustments $ ( 150 ) $ 0 $ ( 150 ) $ 99 $ 0 $ 99 Derivatives qualifying as cash flow hedges: Foreign exchange contracts: Net gains (losses) arising during the period ( 148 ) 38 ( 110 ) 175 ( 45 ) 130 Net (gains) losses reclassified into income ( 103 ) 26 ( 77 ) ( 856 ) 221 ( 635 ) Net change in unrealized gains (losses) on foreign exchange contracts ( 251 ) 64 ( 187 ) ( 681 ) 176 ( 505 ) Other comprehensive (loss) income $ ( 401 ) $ 64 $ ( 337 ) $ ( 582 ) $ 176 $ ( 406 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Hospital And Large Physician Practices [Member] | |
Summary of Discontinued Operations in Financial Statements | The following table summarizes the major classes of assets and liabilities of the Hospitals and Large Physician Practices Business as reported on the consolidated balance sheets as of March 31, 2022 and December 31, 2021: (In thousands) March 31, 2022 December 31, 2021 Carrying amounts of major classes of assets associated with Hospitals and Large Physician Practices included as part of discontinued operations: Cash and cash equivalents $ 67,671 $ 55,834 Restricted cash 847 861 Accounts receivable, net of allowance of $ 18,045 and $ 16,584 as of March 31, 2022 and December 31, 2021, respectively 200,407 155,447 Contract assets, net of allowance of $ 492 as of March 31, 2022 and December 31, 2021 68,786 61,382 Prepaid expenses and other current assets 63,310 58,431 Total current assets 401,021 331,955 Fixed assets, net 33,686 38,083 Software development costs, net 91,810 97,416 Intangible assets, net 77,997 86,240 Goodwill 467,725 467,871 Deferred taxes, net 8,393 6,607 Contract assets - long-term, net of allowance of $ 739 as of March 31, 2022 and December 31, 2021 31,934 28,623 Right-of-use assets - operating leases 48,089 50,585 Other assets 14,092 17,731 Total assets (1) $ 1,174,747 $ 1,125,111 Carrying amounts of major classes of liabilities associated with Hospitals and Large Physician Practices included as part of discontinued operations: Accounts payable $ 21,708 $ 11,555 Accrued expenses 45,852 38,007 Accrued compensation and benefits 37,506 61,167 Deferred revenue 274,541 205,152 Current operating lease liabilities 13,613 13,466 Total current liabilities 393,220 329,347 Deferred revenue long-term 475 2,568 Long-term operating lease liabilities 44,952 48,068 Other liabilities 341 270 Total liabilities (1) $ 438,988 $ 380,253 (1) The total assets and total liabilities in the above table for the three months ended March 31, 2022 and for the year ended December 31, 2021, are presented in the balance sheet as of March 31, 2022 as Assets held for sale and Liabilities related to assets held for sale. The following table summarizes the major income and expense line items of the Hospitals and Large Physician Practices Business as reported in the consolidated statements of operations for the three months ended March 31, 2022 and 2021. Three Months Ended March 31, (In thousands) 2022 2021 Major income and expense line items related to Hospitals and Large Physician Practices: Revenue: Provider $ 214,230 $ 234,700 Total revenue 214,230 234,700 Cost of revenue: Provider 143,692 147,572 Total cost of revenue 143,692 147,572 Gross profit 70,538 87,128 Selling, general and administrative expenses 48,749 49,545 Research and development 23,856 28,513 Amortization of intangible assets 3,450 3,460 (Loss) income from discontinued operations for Hospitals and Large Physician Practices ( 5,517 ) 5,610 Other income, net 496 239 (Loss) income from discontinued operations for Hospitals and Large Physician Practices before income taxes ( 5,021 ) 5,849 Income tax benefit (provision) 9,407 ( 1,556 ) Income from discontinued operations, net of tax for Hospitals and Large Physician Practices $ 4,386 $ 4,293 |
EPSi and CarePort [Member] | |
Summary of Discontinued Operations in Financial Statements | The following table summarizes the major income and expense line items of EPSi and CarePort as reported in the consolidated statements of operations for the three months ended March 31, 2021. The activity during the three months ended March 31, 2021 relates to certain adjustments made in connection with the sale of EPSi and CarePort, primarily relating to net working capital adjustments that impacted the gain on the sale of the discontinued operations. Three Months Ended (In thousands) March 31, 2021 Major income and expense line items related to EPSi and CarePort: Revenue: Provider $ ( 368 ) Total revenue ( 368 ) Cost of revenue: Provider ( 364 ) Total cost of revenue ( 364 ) Gross loss ( 4 ) Selling, general and administrative expenses 65 Research and development ( 40 ) Loss from discontinued operations for EPSi and CarePort ( 29 ) Gain on sale of discontinued operations 647 Income from discontinued operations for EPSi and CarePort before income taxes 618 Income tax provision ( 154 ) Income from discontinued operations, net of tax for EPSi and CarePort $ 464 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenues and Income (Loss) from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Our chief operating decision maker uses segment revenues, gross profit and income (loss) from operations as measures of performance and to make decisions about the allocation of resources. We do not track our assets by segment. Three Months Ended March 31, (In thousands) 2022 2021 Revenue: Veradigm $ 136,278 $ 126,370 Unallocated Amounts 6,394 7,282 Total revenue $ 142,672 $ 133,652 Gross profit: Veradigm $ 69,195 $ 58,623 Unallocated Amounts 4,286 4,294 Total gross profit $ 73,481 $ 62,917 Income (loss) from operations: Veradigm $ 18,115 $ 11,494 Unallocated Amounts ( 11,543 ) ( 3,765 ) Total income (loss) from operations $ 6,572 $ 7,729 |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Disclosures | The majority of the restricted cash balance as of March 31, 2022 and 2021 represents lease deposits. March 31, (In thousands) 2022 2021 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 82,782 $ 453,772 Restricted cash 1,305 1,308 Total cash, cash equivalents and restricted cash $ 84,087 $ 455,080 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Long-term Debt | $ 26,400 | ||
Additional paid-in capital | 38,900 | ||
Retained earnings | $ 802,890 | $ 12,500 | $ 767,556 |
Accounting Standards Update 2020-06 [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Detail) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)Revenue_Stream | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Number of primary revenue streams | Revenue_Stream | 2 | |||
Total unsatisfied performance obligations | $ 1,000,000 | |||
Total unsatisfied performance obligations, percentage, year one | 38.00% | |||
Total unsatisfied performance obligations, percentage after year one | 62.00% | |||
Cumulative impact on retained earnings (accumulated deficit) | $ 1,353,106 | $ 1,678,658 | $ 1,408,138 | $ 1,666,243 |
Selling, General and Administrative Expenses [Member] | ||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Capitalized Contract Cost Amortization | 2,900 | $ 3,300 | ||
Prepaid Expenses and Other Current Assets [Member] | ||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Capitalized Contract Cost, Gross | 8,300 | 8,100 | ||
Other Assets [Member] | ||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Capitalized Contract Cost, Gross | $ 10,900 | $ 11,900 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Revenue Recognized on Various Performance Obligations and Elected Accounting Expedients (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | ||
Revenue related to deferred revenue balance at beginning of period | $ 36,151 | $ 29,401 |
Revenue related to new performance obligations satisfied during the period | 45,306 | 47,263 |
Revenue recognized under "right-to-invoice" expedient | 61,114 | 56,811 |
Reimbursed travel expenses, shipping and other revenue | 101 | 177 |
Total revenue | $ 142,672 | $ 133,652 |
Revenue from Contracts with C_5
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 142,672 | $ 133,652 |
Unallocated Amounts [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 6,394 | 7,282 |
Veradigm [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 136,278 | 126,370 |
Veradigm [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 136,278 | 126,370 |
Provider [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 118,665 | 111,170 |
Provider [Member] | Unallocated Amounts [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 6,394 | 7,282 |
Provider [Member] | Veradigm [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 112,271 | 103,888 |
Payer & Life Sciences | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 24,007 | 22,482 |
Payer & Life Sciences | Unallocated Amounts [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Payer & Life Sciences | Veradigm [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 24,007 | $ 22,482 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Summary of Changes in Estimate of Credit Losses for Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |||
Beginning Balance | $ 2,110 | $ 2,110 | |
Current period provision | 0 | 0 | |
Ending balance | 2,110 | 2,110 | |
Less: Contract assets, short-term | 576 | 576 | $ 576 |
Total contract assets, long-term | $ 1,534 | $ 1,534 | $ 1,534 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Trade Accounts Receivable [Member] | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Accounts receivable, allowance for credit loss | $ 13,773 | $ 13,360 | $ 14,215 | $ 14,769 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Changes in Estimate of Credit Losses for Trade Accounts Receivable (Detail) - Trade Accounts Receivable [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Beginning Balance | $ 13,360 | $ 14,769 |
Current period provision | 754 | 340 |
Write-offs | (341) | (894) |
Ending Balance | $ 13,773 | $ 14,215 |
Leases - Additional Information
Leases - Additional Information (Detail) - Maximum [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Lease Description [Line Items] | |
Operating leases, remaining lease terms | 5 years |
Operating leases, options to extend leases term | 5 years |
Operating leases, options to terminate leases term | 1 year |
Leases - Summary of Operating C
Leases - Summary of Operating Costs Associated with Leased Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Leases [Abstract] | |||
Operating lease cost | [1] | $ 1,690 | $ 1,931 |
Less: Sublease income | (33) | (83) | |
Total operating lease costs | $ 1,657 | $ 1,848 | |
[1] | Operating lease costs are recognized on a straight-line basis and are included in Selling, general and administrative expenses within the consolidated statements of operations |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information for Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 1,864 | $ 1,506 |
Leases - Summary of Balance She
Leases - Summary of Balance Sheet Location and Balances for Operating Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets - operating leases | $ 16,776 | $ 18,324 |
Current operating lease liabilities | 5,972 | 6,133 |
Long-term operating lease liabilities | $ 15,241 | $ 16,754 |
Weighted average remaining lease term (in years) | 4 years | 5 years |
Weighted average discount rate | 3.30% | 3.40% |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Lease and Non-Lease Components (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Leases [Abstract] | ||
Operating Leases, Remainder of 2022 | $ 4,945 | |
Operating Leases, 2023 | 6,317 | |
Operating Leases, 2024 | 3,602 | |
Operating Leases, 2025 | 3,440 | |
Operating Leases, 2026 | 2,835 | |
Operating Leases, Thereafter | 1,581 | |
Operating Leases, Total lease liabilities | 22,720 | |
Operating Leases, Less: Amount representing interest | (1,507) | |
Operating Leases, Less: Short-term lease liabilities | (5,972) | $ (6,133) |
Operating Leases, Total long-term lease liabilities | $ 15,241 | $ 16,754 |
Business Combinations and Div_2
Business Combinations and Divestitures - Additional Information (Detail) - USD ($) | Mar. 25, 2022 | Mar. 02, 2022 | Aug. 23, 2021 | Dec. 31, 2020 | Oct. 29, 2020 | Oct. 15, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||||
Cash | $ 24,500,000 | |||||||
Purchase price in cash | 24,100,000 | |||||||
Intangible assets | 12,400,000 | |||||||
Goodwill | 13,600,000 | $ 520,187,000 | $ 506,607,000 | |||||
Deferred taxes, net | 1,300 | $ 0 | 16,625,000 | |||||
2bPrecise [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Pre-tax gain (loss) on sale of business | $ 8,400,000 | |||||||
CarePort Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Pre-tax gain (loss) on sale of business | $ 600,000 | |||||||
CarePort Purchase Agreement [Member] | WellSky Corp [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Pre-tax gain (loss) on sale of business | $ 933,900,000 | |||||||
Sale of business unit | 1,350,000,000 | |||||||
CarePort Purchase Agreement [Member] | WellSky Corp [Member] | Senior Secured Term Loan [Member] | Second Amended Credit Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Prepayment of debt | $ 161,000,000 | |||||||
EPSi Purchase Agreement [Member] | Strata Decision Technology LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Pre-tax gain (loss) on sale of business | $ 222,600,000 | |||||||
Sale of business unit | $ 365,000,000 | |||||||
EPSi Purchase Agreement [Member] | Strata Decision Technology LLC [Member] | Senior Secured Term Loan [Member] | Second Amended Credit Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Prepayment of debt | $ 19,000,000 | |||||||
Babel Health [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration for New Business | $ 24,000,000 | |||||||
Harris Dawn Holdings Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Sale of business unit | $ 670,000,000 | |||||||
Additional cash | $ 30,000,000 | |||||||
American College of Cardiology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition | Mar. 25, 2022 |
Fair Value Measurements and L_3
Fair Value Measurements and Long-term Investments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | $ 56,191 | $ 60,511 |
Total assets | 100 | 352 |
Total liabilities | 0 | 19 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 100 | 352 |
Total liabilities | 0 | 0 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 19 |
Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 100 | 352 |
Foreign exchange derivative assets [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Foreign exchange derivative assets [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 100 | 352 |
Foreign exchange derivative assets [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Contingent Consideration Current [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 0 | 19 |
Contingent Consideration Current [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 0 | 0 |
Contingent Consideration Current [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 0 | 0 |
Contingent Consideration Current [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | $ 0 | $ 19 |
Fair Value Measurements and L_4
Fair Value Measurements and Long-term Investments - Summary of Changes in Liability Measured at Fair Value on Recurring Basis (Detail) - Contingent Consideration [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2021 | $ 19 |
Payments | (19) |
Balance at March 31, 2022 | $ 0 |
Fair Value Measurements and L_5
Fair Value Measurements and Long-term Investments - Summary of Long-term Equity Investments Included in Other Assets (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)Investment | Dec. 31, 2021USD ($) | ||
Fair Value Disclosures [Abstract] | |||
Equity method investments, Number of Investees | Investment | [1] | 4 | |
Cost with adjustments, Number of investees | Investment | 7 | ||
Total long-term equity investments, Number of Investees | Investment | 11 | ||
Equity method investments, Original Cost | [1] | $ 7,099 | |
Cost with adjustments, Original Cost | 47,114 | ||
Total long-term equity investments, Original Cost | 54,213 | ||
Equity method investments, Carrying Value | [1] | 11,862 | $ 12,260 |
Cost with adjustments, Carrying Value | 48,791 | 49,293 | |
Total long-term equity investments, Carrying Value | $ 60,653 | $ 61,553 | |
[1] | Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag. |
Fair Value Measurements and L_6
Fair Value Measurements and Long-term Investments - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Impairment of long-term investments | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jan. 24, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||||
Capitalized stock-based compensation costs | $ 0 | $ 0 | ||
Stock options granted | 0 | 0 | ||
Share issued, exercise of options and release of stock awards | 1,000,000 | 2,200,000 | ||
Shares settled for tax withholding | 628,000 | 383,000 | ||
Common stock repurchased, amount | $ 49,679,000 | $ 0 | ||
Previous Program [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock repurchased, amount | 49,700,000 | $ 0 | ||
Accelerated Share Repurchase Agreement [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares of common stock yet to be repurchased, amount | $ 200,400,000 | |||
TwoThousandTwentyTwoStockPurchaseProgram | ||||
Class Of Stock [Line Items] | ||||
Common stock repurchased, shares | 2,300,000 | |||
Common stock available to repurchase | $ 250,000,000 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 6,924 | $ 3,954 |
Cost of revenue [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 305 | 333 |
Cost of revenue [Member] | Provider [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 317 | 276 |
Cost of revenue [Member] | Payer & Life Sciences | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | (12) | 57 |
Selling, General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 5,489 | 2,553 |
Research and development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 1,130 | $ 1,068 |
Stockholders' Equity - Stock-_2
Stockholders' Equity - Stock-Based Awards Granted (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, granted | shares | 25 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 19.86 |
Service-Based Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, granted | shares | 25 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | $ 19.86 |
Earnings (Loss) Per Share - Cal
Earnings (Loss) Per Share - Calculations of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic earnings (loss) per Common Share: | ||
Income from continuing operations | $ 18,471 | $ 4,300 |
Income from discontinued operations, net of tax | 4,386 | 4,757 |
Net income | $ 22,857 | $ 9,057 |
Weighted-average common shares outstanding | 115,862 | 140,191 |
Interest expense, net of tax, associated with 0.875% Convertible Senior Notes | $ 506 | $ 0 |
Income from continuing operations, net of tax after the effect of assumed conversions | $ 18,977 | $ 4,300 |
Continuing operations | $ 0.16 | $ 0.03 |
Discontinued operations | 0.04 | 0.03 |
Net income per share - Basic | $ 0.20 | $ 0.06 |
Diluted earnings (loss) per Common Share: | ||
Income from continuing operations, net of tax | $ 18,471 | $ 4,300 |
Income from discontinued operations, net of tax | $ 4,386 | $ 4,757 |
Weighted-average common shares outstanding | 115,862 | 140,191 |
Plus: Dilutive effect of restricted stock unit awards and warrants | 22,823 | 8,949 |
Weighted-average common shares outstanding assuming dilution | 138,685 | 149,140 |
Diluted earnings (loss) from continuing operations per Common Share | $ 0.14 | $ 0.03 |
Diluted earnings from discontinued operations per Common Share | 0.03 | 0.03 |
Net income per share - Diluted | $ 0.17 | $ 0.06 |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Shares subject to anti-dilutive restricted stock unit awards and warrants excluded from calculation | 0 | 5,360 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 25, 2022 | Dec. 31, 2021 |
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 659,319 | $ 646,928 | |
Accumulated Amortization | (553,034) | (549,238) | |
Intangible Assets, Net | 106,285 | 97,690 | |
Registered trademarks | 52,000 | 52,000 | |
Goodwill | 520,187 | $ 13,600 | 506,607 |
Total | 572,187 | 558,607 | |
Proprietary Technology [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 254,385 | 249,483 | |
Accumulated Amortization | (229,033) | (227,408) | |
Intangible Assets, Net | 25,352 | 22,075 | |
Customer Contracts and Relationships [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 404,934 | 397,445 | |
Accumulated Amortization | (324,001) | (321,830) | |
Intangible Assets, Net | $ 80,933 | $ 75,615 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 506,607 |
Additions | 13,580 |
Goodwill | 520,187 |
Veradigm [Member] | Operating Segments [Member] | |
Goodwill [Line Items] | |
Goodwill | 467,630 |
Additions | 13,580 |
Goodwill | 481,210 |
Unallocated [Member] | Operating Segments [Member] | |
Goodwill [Line Items] | |
Goodwill | 38,977 |
Additions | 0 |
Goodwill | $ 38,977 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment losses associated with goodwill | $ 0 | $ 0 |
Debt - Debt Outstanding Excludi
Debt - Debt Outstanding Excluding Lease Obligations (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal Balance | $ 382,911 | $ 342,853 |
Unamortized Discount and Debt Issuance Costs | 5,852 | (7,209) |
Net Carrying Amount | 377,059 | 350,062 |
0.875% Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | 207,911 | 167,853 |
Unamortized Discount and Debt Issuance Costs | 4,331 | (9,057) |
Net Carrying Amount | 203,580 | 176,910 |
Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | 175,000 | 175,000 |
Unamortized Discount and Debt Issuance Costs | 1,521 | 1,848 |
Net Carrying Amount | $ 173,479 | $ (173,152) |
Debt - Debt Outstanding Exclu_2
Debt - Debt Outstanding Excluding Lease Obligations (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Debt Instrument Carrying Amount | $ 382,911 | $ 342,853 | ||
0.875% Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | 207,900 | 207,911 | $ 218,000 | |
Debt Instrument Carrying Amount | $ 207,911 | 167,853 | ||
Additional Paid-In Capital [Member] | 0.875% Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Convertible Carrying Amount Of The Equity Component | $ 40,100 | $ 40,058 | $ 40,100 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 2,136 | $ 3,143 |
Convertible Senior Notes and Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense | 1,506 | 1,288 |
Amortization of discounts and debt issuance costs | 630 | 1,855 |
Total interest expense | $ 2,136 | $ 3,143 |
Debt - Interest Expense Related
Debt - Interest Expense Related to 0.875% Convertible Senior Notes (Detail) - 0.875% Convertible Senior Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Coupon interest | $ 455 | $ 455 |
Amortization of discounts and debt issuance costs | 228 | 1,459 |
Total interest expense related to the convertible notes | $ 683 | $ 1,914 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2022 | Jul. 20, 2020 | Feb. 15, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||||||
Debt instrument principal amount | $ 382,911 | $ 342,853 | |||||
Additional paid-in capital | $ 38,900 | ||||||
Long term debt | 26,400 | ||||||
Retained Earnings Accumulated Deficit | 12,500 | 802,890 | 767,556 | ||||
Senior Secured Revolving Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured credit facilities term, years | 5 years | ||||||
Credit facility, maximum borrowing capacity | $ 900,000 | ||||||
Fees and other costs, incurred | $ 1,400 | ||||||
Credit facility, amount available borrowing capacity | 724,000 | ||||||
Senior Secured Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument principal amount | 175,000 | 175,000 | |||||
0.875% Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument principal amount | 207,911 | 167,853 | |||||
Debt instrument principal amount | $ 218,000 | $ 207,900 | 207,911 | ||||
Additional paid-in capital | 38,900 | ||||||
Long term debt | 26,400 | ||||||
Interest rate | 0.875% | 0.875% | 0.875% | ||||
Debt issuance costs | $ 700 | ||||||
Percentage of interest rate used to to compute the initial fair value of the liability component | 1.95% | ||||||
Debt instrument, initial fair value of liability component | $ 177,900 | ||||||
Retained Earnings Accumulated Deficit | 12,500 | ||||||
Debt instrument, net carrying value of equity component | $ 16,400 | ||||||
Payments for repurchase debt instrument | $ 7,700 | ||||||
Debt instrument aggregate principal amount repurchased | 10,100 | ||||||
Gain on repurchase of debt instrument | 500 | ||||||
Proceeds due to termination of capped call transaction | 300 | ||||||
Reduction to capped call fees | 800 | ||||||
Loss in capped call | $ 500 | ||||||
0.875% Convertible Senior Notes [Member] | Additional Paid-In Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, equity component amount | 40,100 | 40,100 | $ 40,058 | ||||
Payments of capped call fees | 17,200 | ||||||
Debt discounts and issuance costs | $ 1,100 | $ 1,100 | |||||
Letter of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Portion of facility available for issuance | 50,000 | ||||||
Swing Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Portion of facility available for issuance | 10,000 | ||||||
Foreign Currencies [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Portion of facility available for issuance | 100,000 | ||||||
Senior Secured Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 400,000 | ||||||
Line of credit facility, frequency of payments | We repaid the Term Loan in full on December 31, 2020. | ||||||
Second Amended Credit Agreement [Member] | Senior Secured Revolving Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument principal amount | $ 175,000 | ||||||
Second Amended Credit Agreement [Member] | Senior Secured Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding | $ 1,000 | ||||||
Second Amended Credit Agreement [Member] | Senior Secured Credit Facility [Member] | United States dollars [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, effective percentage | 1.96% | ||||||
Second Amended Credit Agreement [Member] | Senior Secured Credit Facility [Member] | LIBOR Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured credit facility interest rate spread | 1.50% |
Debt - Summary of Future Debt P
Debt - Summary of Future Debt Payment Obligations (Detail) $ in Thousands | Mar. 31, 2022USD ($) | |
Debt Instrument [Line Items] | ||
Total | $ 382,911 | |
2022 | 0 | |
2023 | 175,000 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 207,911 | |
0.875% Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 207,911 | [1] |
2022 | 0 | [1] |
2023 | 0 | [1] |
2024 | 0 | [1] |
2025 | 0 | [1] |
2026 | 0 | [1] |
Thereafter | 207,911 | [1] |
Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total | 175,000 | [2] |
2022 | 0 | [2] |
2023 | 175,000 | [2] |
2024 | 0 | [2] |
2025 | 0 | [2] |
2026 | 0 | [2] |
Thereafter | $ 0 | [2] |
[1] | Amount represents the face value of the 0.875 % Convertible Senior Notes. | |
[2] | Assumes no additional borrowings after March 31, 2022, payment of any required periodic installments of principal when due and that all drawn amounts are repaid upon maturity. On May 2, 2022, this amount was repaid with proceeds from the sale of the Hospitals and Large Physician Practices Business. |
Debt - Summary of Future Debt_2
Debt - Summary of Future Debt Payment Obligations (Parenthetical) (Detail) | Mar. 31, 2022 | Jun. 30, 2020 | Dec. 31, 2019 |
0.875% Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.875% | 0.875% | 0.875% |
Effective Tax Rates (Detail)
Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income from continuing operations before income taxes | $ 4,050 | $ 5,406 |
Income tax benefit (provision) | $ 14,421 | $ (1,106) |
Effective tax rate | 20.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||
Windfall benefit | $ 5,100 | $ 1,000 | |
Income from continuing operations before income taxes | 4,050 | 5,406 | |
Pretax Income | $ 4,100 | $ 5,400 | |
Cumulative operating income loss period considered | 3 years | ||
Valuation allowance | $ 11,200 | ||
Unrecognized income tax benefits | 30,500 | $ 30,300 | |
Deferred tax assets | 7,000 | ||
Domestic Deferred Tax Assets [Member] | |||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||
Valuation allowance | $ 11,200 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Fair Value and Balance Sheet Locations - (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2020 |
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | $ 100 | $ 352 |
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 | $ 100 | $ 352 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Detail) - Foreign Exchange Forward Contracts [Member] ₨ in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022INR (₨)Number | Mar. 31, 2022USD ($)Number | |
Derivative [Line Items] | ||
Number of contracts | Number | 9 | 9 |
Foreign Currency Cash Flow Gain Loss To Be Reclassified During Specified Period | $ | $ 0.1 | |
Estimated period of unrealized losses included in AOCI reclassified into income | 12 months | |
Maximum [Member] | ||
Derivative [Line Items] | ||
Date of contracts mature | Dec. 31, 2022 | |
Derivative notional amount outstanding | ₨ 250 | 3.3 |
Minimum [Member] | ||
Derivative [Line Items] | ||
Date of contracts mature | Apr. 30, 2022 | |
Derivative notional amount outstanding | ₨ 50 | $ 0.7 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Derivatives Instruments Designated as Cash Flow Hedges - (Detail) - Cash Flow Hedging [Member] - Foreign Exchange Contract [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI | $ 148 | $ 175 |
Cost of revenue [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Reclassified from AOCI into Income | 37 | 321 |
Selling, General and Administrative Expenses [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Reclassified from AOCI into Income | 24 | 184 |
Research and development [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Reclassified from AOCI into Income | $ 43 | $ 351 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | |||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | $ 1,408,138 | |||
Other comprehensive (loss) income before reclassifications | (260) | $ 229 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | (77) | (635) | ||
Total other comprehensive income (loss) | (337) | (406) | ||
Balance at the end of the period | 1,353,106 | |||
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | (3,026) | [1] | (2,957) | [2] |
Other comprehensive (loss) income before reclassifications | (150) | (99) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Total other comprehensive income (loss) | (150) | 99 | ||
Balance at the end of the period | (3,176) | [3] | (2,858) | [4] |
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 | 261 | [1] | 1,119 | [2] |
Other comprehensive (loss) income before reclassifications | 110 | 130 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | (77) | (635) | ||
Total other comprehensive income (loss) | (187) | (505) | ||
Balance at the end of the period | 74 | [3] | 614 | [4] |
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | (2,765) | [1] | (1,838) | [2] |
Balance at the end of the period | $ (3,102) | [3] | $ (2,244) | [4] |
[1] | Net of taxes of $91 thousand for unrealized net gains on foreign exchange contract derivatives. | |||
[2] | Net of taxes of $ 390 thousand for unrealized net gains on foreign exchange contract derivatives. | |||
[3] | Net of taxes of $25 thousand for unrealized net gains on foreign exchange contract derivatives. | |||
[4] | Net of taxes of $ 214 thousand for unrealized net gains on foreign exchange contract derivatives. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - Foreign Exchange Contract [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Unrealized net gains (losses), taxes (benefits) | $ 214 | |
Revaluation of tax effects | $ 390 |
Accumulated Other Comprehensi_5
Accumulated Other Comprehensive Loss - Income Tax Effects Related to Components of Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Foreign currency translation adjustments, Before-Tax Amount | $ (150) | $ 99 |
Foreign currency translation adjustments, Tax Effect | 0 | 0 |
Foreign currency translation adjustments, Net | (150) | 99 |
Other comprehensive (loss) income before income tax benefit | (401) | (582) |
Other comprehensive income (loss), Tax effect | 64 | 176 |
Total other comprehensive income (loss) | (337) | (406) |
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 | (148) | 175 |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Tax Effect | 38 | (45) |
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Net | (110) | 130 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | (103) | (856) |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | 26 | 221 |
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Net | (77) | (635) |
Derivatives qualifying as cash flow hedges, net change in unrealized gains (losses) on foreign exchange contracts, Before-Tax Amount, Total | (251) | (681) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | 64 | 176 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent, Total | (187) | (505) |
Total other comprehensive income (loss) | $ (187) | $ (505) |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - Practice Fusion, Inc. [Member] - USD ($) | Apr. 05, 2022 | Mar. 18, 2022 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | |||
Litigation settlement, amount | $ 200,000,000 | ||
Deferred Prosecution Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Increase (Decrease) in Other Deferred Liability | $ 200,000 | ||
Criminal Fine [Member] | US Department of Justice and US Attorney [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation settlement, amount | $ 25,300,000 | ||
Forfeiture Payment [Member] | US Department of Justice and US Attorney [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation settlement, amount | 959,700 | ||
Civil Settlements [Member] | US Department of Justice and US Attorney [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation settlement, amount | 118,600,000 | ||
State Medicaid Program Expenditures [Member] | US Department of Justice and US Attorney [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation settlement, amount | $ 5,200,000 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022SegmentBusiness | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Number of reportable segments | Segment | 2 |
EPSi and CarePort [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Number of businesses sold | Business | 2 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Major Classes of Assets and Liabilities as Reported on Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Carrying amounts of major classes of assets associated with Hospitals and Large Physician Practices included as part of discontinued operations: | ||||
Cash and cash equivalents | $ 82,782 | $ 132,517 | $ 453,772 | |
Total current assets | 1,540,684 | 1,554,498 | ||
Total assets | 2,430,255 | 2,425,229 | ||
Carrying amounts of major classes of liabilities associated with EPSi and CarePort included as part of discontinued operations: | ||||
Total current liabilities | 646,855 | 597,988 | ||
Total liabilities | 1,077,149 | 1,017,091 | ||
Hospitals and Large Physician Practice [Member] | ||||
Carrying amounts of major classes of assets associated with Hospitals and Large Physician Practices included as part of discontinued operations: | ||||
Cash and cash equivalents | 67,671 | 55,834 | ||
Restricted Cash | 847 | 861 | ||
Accounts receivable, net of allowance of $18,045 and $16,584 as of March 31, 2022 and December 31, 2021, respectively | 200,407 | 155,447 | ||
Contract assets, net of allowance of [$0] as of March 31, 2022 and December 31, 2021 | 68,786 | 61,382 | ||
Prepaid expenses and other current assets | 63,310 | 58,431 | ||
Total current assets | 401,021 | 331,955 | ||
Fixed assets, net | 33,686 | 38,083 | ||
Software development costs, net | 91,810 | 97,416 | ||
Intangible assets, net | 77,997 | 86,240 | ||
Goodwill | 467,725 | 467,871 | ||
Deferred taxes, net | 8,393 | 6,607 | ||
Contract assets - long-term, net of allowance of [$0] as of March 31, 2022 and December 31, 2021 | 31,934 | 28,623 | ||
Right-of-use assets - operating leases | 48,089 | 50,585 | ||
Other assets | 14,092 | 17,731 | ||
Total assets | [1] | 1,174,747 | 1,125,111 | |
Carrying amounts of major classes of liabilities associated with EPSi and CarePort included as part of discontinued operations: | ||||
Accounts payable | 21,708 | 11,555 | ||
Accrued expenses | 45,852 | 38,007 | ||
Accrued compensation and benefits | 37,506 | 61,167 | ||
Deferred revenue | 274,541 | 205,152 | ||
Current operating lease liabilities | 13,613 | 13,466 | ||
Total current liabilities | 393,220 | 329,347 | ||
Deferred revenue long-term | 475 | 2,568 | ||
Long-term operating lease liabilities | 44,952 | 48,068 | ||
Other liabilities | 341 | 270 | ||
Total liabilities | [1] | $ 438,988 | $ 380,253 | |
[1] | (1) The total assets and total liabilities in the above table for the three months ended March 31, 2022 and for the year ended December 31, 2021, are presented in the balance sheet as of March 31, 2022 as Assets held for sale and Liabilities related to assets held for sale. |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Major Classes of Assets and Liabilities as Reported on Consolidated Balance Sheets (Parenthetical) (Detail) - Hospital And Large Physician Practices [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Disposal group including discontinued operation accounts receivable, allowance | $ 18,045 | $ 16,584 |
Disposal group including discontinued operation contract asset, allowance current | 492 | 492 |
Disposal group including discontinued operation contract asset - long term, allowance | $ 739 | $ 739 |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Major Income and Expense Line Items Reported in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cost of revenue: | ||
Gain on sale of discontinued operations | $ 0 | $ 647 |
(Loss) Income from discontinued operations before income taxes | (5,021) | 5,820 |
Income tax benefit (provision) | 9,407 | (1,710) |
Income from discontinued operations, net of tax | 4,386 | 4,757 |
Hospital And Large Physician Practices [Member] | ||
Revenue: | ||
Total revenue | 214,230 | 234,700 |
Cost of revenue: | ||
Total cost of revenue | 143,692 | 147,572 |
Gross profit (loss) | 70,538 | 87,128 |
Selling, general and administrative expenses | 48,749 | 49,545 |
Research and development | 23,856 | 28,513 |
Amortization of intangible assets | 3,450 | 3,460 |
Income (loss) from discontinued operations | (5,517) | 5,610 |
Other income, net | 496 | 239 |
(Loss) Income from discontinued operations before income taxes | (5,021) | 5,849 |
Income tax benefit (provision) | (9,407) | 1,556 |
Income from discontinued operations, net of tax | 4,386 | 4,293 |
EPSi and CarePort [Member] | ||
Revenue: | ||
Total revenue | (368) | |
Cost of revenue: | ||
Total cost of revenue | (364) | |
Gross profit (loss) | (4) | |
Selling, general and administrative expenses | 65 | |
Research and development | (40) | |
Income (loss) from discontinued operations | (29) | |
Gain on sale of discontinued operations | 647 | |
(Loss) Income from discontinued operations before income taxes | 618 | |
Income tax benefit (provision) | 154 | |
Income from discontinued operations, net of tax | 464 | |
Provider [Member] | Hospital And Large Physician Practices [Member] | ||
Revenue: | ||
Total revenue | 214,230 | 234,700 |
Cost of revenue: | ||
Total cost of revenue | $ 143,692 | 147,572 |
Provider [Member] | EPSi and CarePort [Member] | ||
Revenue: | ||
Total revenue | (368) | |
Cost of revenue: | ||
Total cost of revenue | $ (364) |
Business Segments - Additional
Business Segments - Additional Information (Detail) - Segment | Jan. 01, 2022 | Mar. 31, 2022 |
Segment Reporting [Abstract] | ||
Number of operating segments | 3,000 | |
Number of reportable segments | 2 |
Business Segments - Revenues an
Business Segments - Revenues and Income (Loss) from Operations Related to Segment Within Reconciliation to Consolidated Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 142,672 | $ 133,652 |
Gross profit | 73,481 | 62,917 |
Income (loss) from operations | 6,572 | 7,729 |
Unallocated Amounts [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 6,394 | 7,282 |
Gross profit | 4,286 | 4,294 |
Income (loss) from operations | 11,543 | (3,765) |
Veradigm [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 136,278 | 126,370 |
Gross profit | 69,195 | 58,623 |
Income (loss) from operations | $ 18,115 | $ 11,494 |
Supplemental Disclosures - Supp
Supplemental Disclosures - Supplemental Disclosures (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | $ 82,782 | $ 132,517 | $ 453,772 |
Restricted cash | 1,305 | $ 1,308 | 1,308 |
Total cash, cash equivalents and restricted cash | $ 84,087 | $ 455,080 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Mar. 02, 2022 | Apr. 29, 2022 |
H L P P Divestiture [Member] | ||
Subsequent Event [Line Items] | ||
Sale of business unit | $ 670 | |
Revolving Credit Facility [Member] | ||
Subsequent Event [Line Items] | ||
Borrowing Capacity | $ 700 | |
Available for the issuance of letters of credit | 50 | |
Available for swingline loans | 25 | |
Credit facility borrowed under certain foreign currencies | $ 100 | |
Maximum [Member] | Hospitals and Large Physician Practices Business [Member] | ||
Subsequent Event [Line Items] | ||
Additional cash | $ 30 |