mdrx-10q_20180630.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-35547

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

36-4392754

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

222 Merchandise Mart, Suite 2024

Chicago, IL 60654

(Address of Principal Executive Offices, Zip Code)

(312) 506-1200

(Registrant's Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes        No   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes        No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes        No   

As of August 3, 2018, there were 174,609,840 shares of the registrant's $0.01 par value common stock outstanding.

 

 


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

FORM 10-Q

For the Fiscal Quarter Ended June 30, 2018

TABLE OF CONTENTS

 

 

  

 

 

PAGE

PART I. FINANCIAL INFORMATION

 

3

Item 1.

 

Financial Statements (unaudited)

 

3

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

39

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

55

Item 4.

 

Controls and Procedures

 

55

PART II. OTHER INFORMATION

 

56

Item 1.

 

Legal Proceedings

 

56

Item 1A.

 

Risk Factors

 

56

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

56

Item 6.

 

Exhibits

 

57

SIGNATURES

 

58

 

2


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(In thousands, except per share amounts)

 

June 30, 2018

 

 

December 31, 2017

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

135,851

 

 

$

155,839

 

Restricted cash

 

 

4,925

 

 

 

6,659

 

Accounts receivable, net of allowance of $53,555 and $37,735 as of

   June 30, 2018 and December 31, 2017, respectively

 

 

522,144

 

 

 

567,873

 

Contract assets

 

 

64,419

 

 

 

0

 

Prepaid expenses and other current assets

 

 

128,325

 

 

 

115,463

 

Total current assets

 

 

855,664

 

 

 

845,834

 

Fixed assets, net

 

 

160,585

 

 

 

165,603

 

Software development costs, net

 

 

225,251

 

 

 

222,189

 

Intangible assets, net

 

 

839,173

 

 

 

826,872

 

Goodwill

 

 

2,107,818

 

 

 

2,004,953

 

Deferred taxes, net

 

 

4,457

 

 

 

4,574

 

Contract assets - long-term

 

 

46,173

 

 

 

0

 

Other assets

 

 

114,555

 

 

 

148,849

 

Assets attributable to discontinued operations

 

 

0

 

 

 

11,276

 

Total assets

 

$

4,353,676

 

 

$

4,230,150

 

 


3


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Unaudited)

 

(In thousands, except per share amounts)

 

June 30, 2018

 

 

December 31, 2017

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

121,622

 

 

$

97,583

 

Accrued expenses

 

 

113,122

 

 

 

85,915

 

Accrued compensation and benefits

 

 

109,120

 

 

 

99,632

 

Deferred revenue

 

 

531,189

 

 

 

546,830

 

Current maturities of long-term debt

 

 

19,509

 

 

 

27,687

 

Current maturities of non-recourse long-term debt - Netsmart

 

 

2,766

 

 

 

2,755

 

Current maturities of capital lease obligations

 

 

9,846

 

 

 

7,865

 

Total current liabilities

 

 

907,174

 

 

 

868,267

 

Long-term debt

 

 

983,133

 

 

 

906,725

 

Non-recourse long-term debt - Netsmart

 

 

624,549

 

 

 

625,193

 

Long-term capital lease obligations

 

 

6,666

 

 

 

7,105

 

Deferred revenue

 

 

20,653

 

 

 

24,047

 

Deferred taxes, net

 

 

129,262

 

 

 

93,643

 

Other liabilities

 

 

80,340

 

 

 

92,205

 

Liabilities attributable to discontinued operations

 

 

4,443

 

 

 

21,358

 

Total liabilities

 

 

2,756,220

 

 

 

2,638,543

 

Redeemable convertible non-controlling interest - Netsmart

 

 

455,832

 

 

 

431,535

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock: $0.01 par value, 1,000 shares authorized,

   no shares issued and outstanding as of June 30, 2018 and December 31, 2017

 

 

0

 

 

 

0

 

Common stock: $0.01 par value, 349,000 shares authorized as of June 30, 2018

   and December 31, 2017; 270,709 and 174,534 shares issued and outstanding as of

   June 30, 2018, respectively; 269,335 and 180,832 shares issued and outstanding

   as of December 31, 2017, respectively

 

 

2,707

 

 

 

2,693

 

Treasury stock: at cost, 96,175 and 88,504 shares as of June 30, 2018 and

   December 31, 2017, respectively

 

 

(424,641

)

 

 

(322,735

)

Additional paid-in capital

 

 

1,766,863

 

 

 

1,781,059

 

Accumulated deficit

 

 

(228,308

)

 

 

(338,150

)

Accumulated other comprehensive loss

 

 

(4,206

)

 

 

(1,985

)

Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity

 

 

1,112,415

 

 

 

1,120,882

 

Non-controlling interest

 

 

29,209

 

 

 

39,190

 

Total stockholders’ equity

 

 

1,141,624

 

 

 

1,160,072

 

Total liabilities and stockholders’ equity

 

$

4,353,676

 

 

$

4,230,150

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(In thousands, except per share amounts)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

$

336,406

 

 

$

275,033

 

 

$

666,172

 

 

$

543,221

 

Client services

 

 

189,171

 

 

 

151,058

 

 

 

373,331

 

 

 

296,345

 

Total revenue

 

 

525,577

 

 

 

426,091

 

 

 

1,039,503

 

 

 

839,566

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software delivery, support and maintenance

 

 

114,442

 

 

 

89,071

 

 

 

218,852

 

 

 

172,468

 

Client services

 

 

165,794

 

 

 

122,229

 

 

 

320,562

 

 

 

247,168

 

Amortization of software development and acquisition-related assets

 

 

32,678

 

 

 

27,300

 

 

 

66,451

 

 

 

53,787

 

Total cost of revenue

 

 

312,914

 

 

 

238,600

 

 

 

605,865

 

 

 

473,423

 

Gross profit

 

 

212,663

 

 

 

187,491

 

 

 

433,638

 

 

 

366,143

 

Selling, general and administrative expenses

 

 

149,081

 

 

 

112,037

 

 

 

292,151

 

 

 

222,882

 

Research and development

 

 

80,342

 

 

 

46,459

 

 

 

150,319

 

 

 

95,691

 

Asset impairment charges

 

 

30,075

 

 

 

0

 

 

 

30,075

 

 

 

0

 

Amortization of intangible and acquisition-related assets

 

 

11,962

 

 

 

7,891

 

 

 

24,210

 

 

 

15,203

 

(Loss) income from operations

 

 

(58,797

)

 

 

21,104

 

 

 

(63,117

)

 

 

32,367

 

Interest expense

 

 

(26,454

)

 

 

(20,290

)

 

 

(51,500

)

 

 

(40,470

)

Other (loss) income, net

 

 

(19

)

 

 

(214

)

 

 

(65

)

 

 

25

 

Gain on sale of businesses, net

 

 

173,129

 

 

 

0

 

 

 

172,258

 

 

 

0

 

Impairment of long-term investments

 

 

(9,987

)

 

 

(144,590

)

 

 

(15,487

)

 

 

(144,590

)

Equity in net income (loss) of unconsolidated investments

 

 

767

 

 

 

(28

)

 

 

706

 

 

 

257

 

Income (loss) from continuing operations before income taxes

 

 

78,639

 

 

 

(144,018

)

 

 

42,795

 

 

 

(152,411

)

Income tax (provision) benefit

 

 

(3,683

)

 

 

1,007

 

 

 

(769

)

 

 

835

 

Income (loss) from continuing operations, net of tax

 

 

74,956

 

 

 

(143,011

)

 

 

42,026

 

 

 

(151,576

)

(Loss) income from discontinued operations, net of tax

 

 

(684

)

 

 

0

 

 

 

3,731

 

 

 

0

 

Net income (loss)

 

 

74,272

 

 

 

(143,011

)

 

 

45,757

 

 

 

(151,576

)

Less: Net loss (income) attributable to non-controlling interests

 

 

2,700

 

 

 

264

 

 

 

3,490

 

 

 

(189

)

Less: Accretion of redemption preference on redeemable

   convertible non-controlling interest - Netsmart

 

 

(12,148

)

 

 

(10,963

)

 

 

(24,297

)

 

 

(21,925

)

Net income (loss) attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

64,824

 

 

$

(153,710

)

 

$

24,950

 

 

$

(173,690

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.36

 

 

$

(0.85

)

 

$

0.11

 

 

$

(0.96

)

Discontinued operations

 

 

0.00

 

 

 

0.00

 

 

 

0.03

 

 

 

0.00

 

Net income (loss) attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share

 

$

0.36

 

 

$

(0.85

)

 

$

0.14

 

 

$

(0.96

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.36

 

 

$

(0.85

)

 

$

0.11

 

 

$

(0.96

)

Discontinued operations

 

 

0.00

 

 

 

0.00

 

 

 

0.03

 

 

 

0.00

 

Net income (loss) attributable to Allscripts Healthcare

   Solutions, Inc. stockholders per share

 

$

0.36

 

 

$

(0.85

)

 

$

0.14

 

 

$

(0.96

)

 

The accompanying notes are an integral part of these consolidated financial statements.

5


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(In thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income (loss)

 

$

74,272

 

 

$

(143,011

)

 

$

45,757

 

 

$

(151,576

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(1,685

)

 

 

832

 

 

 

(1,562

)

 

 

2,347

 

Change in unrealized gain on available for sale securities

 

 

0

 

 

 

131,213

 

 

 

0

 

 

 

56,511

 

Change in fair value of derivatives qualifying as cash flow hedges

 

 

(460

)

 

 

(315

)

 

 

(1,093

)

 

 

1,033

 

Other comprehensive (loss) income before income

    tax benefit (expense)

 

 

(2,145

)

 

 

131,730

 

 

 

(2,655

)

 

 

59,891

 

Income tax benefit (expense) related to items in

    other comprehensive income (loss)

 

 

120

 

 

 

124

 

 

 

434

 

 

 

(397

)

Total other comprehensive (loss) income

 

 

(2,025

)

 

 

131,854

 

 

 

(2,221

)

 

 

59,494

 

Comprehensive income (loss)

 

 

72,247

 

 

 

(11,157

)

 

 

43,536

 

 

 

(92,082

)

Less: Comprehensive loss (income) attributable to

   non-controlling interests

 

 

2,700

 

 

 

264

 

 

 

3,490

 

 

 

(189

)

Comprehensive income (loss), net

 

$

74,947

 

 

$

(10,893

)

 

$

47,026

 

 

$

(92,271

)

 

The accompanying notes are an integral part of these consolidated financial statements.

6


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended June 30,

 

(In thousands)

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

45,757

 

 

$

(151,576

)

Adjustments to reconcile net loss to net cash provided by operating

   activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

132,217

 

 

 

101,297

 

Stock-based compensation expense

 

 

19,962

 

 

 

18,461

 

Deferred taxes

 

 

588

 

 

 

(4,659

)

Asset impairment charges

 

 

30,075

 

 

 

0

 

Impairment of long-term investments

 

 

15,487

 

 

 

144,590

 

Equity in net income of unconsolidated investments

 

 

(706

)

 

 

(257

)

Gain on sale of businesses, net

 

 

(172,258

)

 

 

0

 

Other losses, net

 

 

(365

)

 

 

2,294

 

Changes in operating assets and liabilities (net of businesses acquired):

 

 

 

 

 

 

 

 

Accounts receivable and contract assets, net

 

 

11,411

 

 

 

(13,047

)

Prepaid expenses and other assets

 

 

(567

)

 

 

(9,231

)

Accounts payable

 

 

19,416

 

 

 

(2,830

)

Accrued expenses

 

 

359

 

 

 

(5,187

)

Accrued compensation and benefits

 

 

(947

)

 

 

(2,102

)

Deferred revenue

 

 

(32,932

)

 

 

24,923

 

Other liabilities

 

 

(957

)

 

 

6,683

 

Net cash provided by operating activities

 

 

66,540

 

 

 

109,359

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(16,613

)

 

 

(25,035

)

Capitalized software

 

 

(68,987

)

 

 

(71,582

)

Cash paid for business acquisitions, net of cash acquired

 

 

(179,041

)

 

 

(3,975

)

Cash received from sale of businesses, net

 

 

246,801

 

 

 

0

 

Purchases of equity securities, other investments and related

   intangible assets

 

 

(2,723

)

 

 

(1,323

)

Other proceeds from investing activities

 

 

45

 

 

 

0

 

Net cash used in investing activities

 

 

(20,518

)

 

 

(101,915

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from sale or issuance of common stock

 

 

212

 

 

 

0

 

Taxes paid related to net share settlement of equity awards

 

 

(8,610

)

 

 

(6,554

)

Payments of capital lease obligations

 

 

(5,388

)

 

 

(5,966

)

Credit facility payments

 

 

(217,434

)

 

 

(110,939

)

Credit facility borrowings, net of issuance costs

 

 

275,843

 

 

 

120,000

 

Repurchase of common stock

 

 

(101,905

)

 

 

(12,077

)

Payment of acquisition financing obligations

 

 

(3,226

)

 

 

0

 

Purchases of subsidiary shares owned by non-controlling interest

 

 

(6,945

)

 

 

0

 

Net cash used in financing activities

 

 

(67,453

)

 

 

(15,536

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(291

)

 

 

596

 

Net decrease in cash and cash equivalents

 

 

(21,722

)

 

 

(7,496

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

162,498

 

 

 

96,610

 

Cash, cash equivalents and restricted cash, end of period

 

$

140,776

 

 

$

89,114

 

 

The accompanying notes are an integral part of these consolidated financial statements.


7


ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1. Basis of Presentation and Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. (“Allscripts”) and its wholly-owned subsidiaries and controlled affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries and controlled affiliates, unless otherwise stated.

Unaudited Interim Financial Information

The unaudited interim consolidated financial statements as of and for the three and six months ended June 30, 2018 and 2017 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary 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 and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 (our “Form 10-K”).

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates.

Change in Presentation

During the first quarter of 2018, we changed the presentation of certain bundled revenue streams.  Such revenue was previously included as part of software delivery, support and maintenance revenue.  Under the new presentation, such revenue is included as part of client services revenue.  The revenues previously reported for the three and six months ended June 30, 2017 have been recast to match the new presentation by reducing software delivery, support and maintenance and increasing client services by $4.2 million and $8.5 million, respectively.

Significant Accounting Policies

We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASC 606”) effective on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. There have been no other significant changes to our significant accounting policies from those disclosed in our Form 10-K.

8


Recently Adopted Accounting Pronouncements

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 modify the requirements related to the measurement of certain financial instruments in the statement of financial condition and results of operation. Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are required to be measured at fair value with changes in fair value recognized in net income. An entity may continue to elect to measure equity investments which do not have a readily determinable fair value at cost with adjustments for impairment, if any, and observable changes in price. In addition, for a liability (other than a derivative liability) that an entity measures at fair value, any change in fair value related to the instrument-specific credit risk (i.e., the entity’s own credit risk), should be presented separately in other comprehensive income and not as a component of net income. ASU 2016-01 also clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted   solely for the instrument-instrument specific credit risk for liabilities measured at fair value. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. We adopted ASU 2016-01 effective January 1, 2018 and there was no immediate impact upon adoption. Refer to Note 4, “Fair Value Measurements and Long-term Investments,” for additional information regarding our unconsolidated equity investments.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides new accounting guidance to assist an entity in evaluating when a set of transferred assets and activities is a business.  The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied prospectively to any transactions occurring within the period of adoption. We adopted ASU 2017-01 effective January 1, 2018 and there was no immediate impact upon adoption.

Accounting Pronouncements Not Yet Adopted

In June 2018, the FASB issued Accounting Standards Update No. 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for interim and annual periods beginning after December 15, 2018. We are currently evaluating the impact of this accounting guidance, including the timing of adoption.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), intended to improve financial reporting about leasing transactions. The new guidance will require entities that lease assets to recognize on their balance sheets the assets and liabilities for the rights and obligations created by those leases and to disclose key information about the leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. We are currently gathering lease data and have selected specific software to assist us in recording and maintaining an inventory of leases. We will adopt ASU 2016-02 on January 1, 2019 and we are currently evaluating its financial statement impact.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which provides new accounting guidance to simplify the accounting for goodwill impairment. ASU 2017-04 removes Step Two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new guidance, a goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill assigned to the reporting unit. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. ASU 2017-04 is effective for annual and interim periods in fiscal years beginning after December 15, 2019 with early adoption permitted for any goodwill impairment tests performed after January 1, 2017. The new guidance is to be applied prospectively. We are currently evaluating the impact of this accounting guidance, including the timing of adoption.

9


In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which provides new accounting guidance to simplify and improve the reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition to that main objective, the amendments in this Update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early application is permitted in any interim period after the issuance of this Update. We are currently evaluating the impact of this accounting guidance, including the timing of adoption.

We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements.

 

2. Revenue from Contracts with Customers

Our two primary revenue streams are (i) software delivery, support and maintenance and (ii) client services. Software delivery revenue consists of all of our proprietary software sales (either under a perpetual or term license delivery model), transaction-related revenue and the resale of hardware and third-party software. Support and maintenance revenue consists of revenue from post-contract client support and maintenance services, which include telephone support services, maintaining and upgrading software and ongoing enhanced maintenance. Client services revenue consists of revenue from managed services solutions, such as private cloud hosting, outsourcing and revenue cycle management, as well as other client services or project-based revenue from implementation, training and consulting services. For some clients, we host the software applications licensed from us using our own or third-party servers. For other clients, we offer an outsourced service in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees.

 

Adoption of New Revenue Standard (ASC 606)

 

In May 2014, the FASB issued ASC 606 to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under the previous FASB Accounting Standards Codification 605, Revenue Recognition (“ASC 605”), including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.  Additionally, ASC 606 provides guidance related to costs of obtaining a contract with a customer that an entity expects to recover.

 

The new revenue recognition guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method).  We adopted the standard effective on January 1, 2018 using the modified retrospective method. We also implemented internal controls, and continue to refine, our updated processes and key systems to allow us to continue to comply with the new requirements.

 

The reported results for the three and six months ended June 30, 2018 reflect the adoption of ASC 606. The comparative information for the three and six months ended June 30, 2017 has not been restated and will continue to be reported under the previous guidance of ASC 605, which was in effect during that period. The table below reflects the cumulative adjustments that were made to balances previously reported in the condensed consolidated balance sheet as of December 31, 2017. The majority of the cumulative adjustments were recorded during the quarter ended March 31, 2018. During the quarter ended June 30, 2018, we identified additional cumulative adjustments, which resulted in an increase to retained earnings of $14.0 million, an increase to contract assets of $15.9 million, an increase to deferred taxes, net of $4.9 million and a decrease to deferred revenue of $3.0 million.  

 

 

As Reported

 

 

Adjustments

 

 

Adjusted

 

(In thousands, except per share amounts)

 

December 31, 2017

 

 

due to ASC 606

 

 

January 1, 2018

 

Accounts receivable, net

 

$

567,873

 

 

$

(32,529

)

 

$

535,344

 

Contract assets

 

 

0

 

 

 

92,447

 

 

 

92,447

 

Prepaid expenses and other current assets

 

 

115,463

 

 

 

11,646

 

 

 

127,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue, current

 

 

546,830

 

 

 

(10,423

)

 

 

536,407

 

Deferred revenue, long-term

 

 

24,047

 

 

 

0

 

 

 

24,047

 

Deferred taxes, net

 

 

93,643

 

 

 

21,392

 

 

 

115,035

 

Accumulated deficit

 

 

(338,150

)

 

 

60,595

 

 

 

(277,555

)

 

10


The adoption of ASC 606 had no impact on cash from or used in operating, financing or investing activities reported in our consolidated statement of cash flows for the year ended December 31, 2017. The following tables compare the reported condensed consolidated balance sheet and statement of operations as of and for the three and six months ended June 30, 2018 to the pro-forma amounts assuming the previous guidance of ASC 605 had been in effect:

 

 

June 30, 2018

 

(In thousands, except per share amounts)

 

As reported

under ASC 606

 

 

Adjustments due to ASC 606

 

 

Pro forma

under ASC 605

 

Accounts receivable, net

 

$

522,144

 

 

$

110,913

 

 

$

633,057

 

Contract assets

 

 

64,419

 

 

 

(64,419

)

 

 

0

 

Prepaid expenses and other current assets

 

 

128,325

 

 

 

(2,897

)

 

 

125,428

 

Contract assets - long-term

 

 

46,173

 

 

 

(46,173

)

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue, current

 

 

531,189

 

 

 

2,186

 

 

 

533,375

 

Deferred taxes, net

 

 

129,262

 

 

 

(8,542

)

 

 

120,720

 

Accumulated deficit

 

 

(228,308

)

 

 

3,780

 

 

 

(224,528

)

 

 

 

 

Three Months Ended June 30, 2018

 

(In thousands, except per share amounts)

 

As reported

under ASC 606

 

 

Adjustments due to ASC 606

 

 

Pro forma

under ASC 605

 

Software delivery, support and maintenance

 

$

336,406

 

 

$

(6,107

)

 

$

330,299

 

Client services

 

 

189,171

 

 

 

(887

)

 

 

188,284

 

Gross profit

 

 

212,663

 

 

 

(7,141

)

 

 

205,522

 

Selling, general and administrative expenses

 

 

149,081

 

 

 

111

 

 

 

149,192

 

Loss from operations

 

 

(58,797

)

 

 

(7,252

)

 

 

(66,049

)

Income (loss) from continuing operations

    before income taxes

 

 

78,639

 

 

 

(7,590

)

 

 

71,049

 

Income tax (provision) benefit

 

 

(3,683

)

 

 

1,997

 

 

 

(1,686

)

Net income (loss)

 

 

74,272

 

 

 

(5,593

)

 

 

68,679

 

Net income (loss) attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

64,824

 

 

 

(5,593

)

 

$

59,231

 

Earnings (loss) per share - basic attributable to Allscripts

   Healthcare Solutions, Inc. stockholders

 

$

0.36

 

 

 

(0.03

)

 

$

0.33

 

Earnings (loss) per share - diluted attributable to Allscripts

   Healthcare Solutions, Inc. stockholders

 

$

0.36

 

 

 

(0.03

)

 

$

0.33

 

 

 

 

Six Months Ended June 30, 2018

 

(In thousands, except per share amounts)

 

As reported

under ASC 606

 

 

Adjustments due to ASC 606

 

 

Pro forma

under ASC 605

 

Software delivery, support and maintenance

 

$

666,172

 

 

$

(11,135

)

 

$

655,037

 

Client services

 

 

373,331

 

 

 

(1,953

)

 

 

371,378

 

Gross profit

 

 

433,638

 

 

 

(13,420

)

 

 

420,218

 

Selling, general and administrative expenses

 

 

292,151

 

 

 

(107

)

 

 

292,044

 

Loss from operations

 

 

(63,117

)

 

 

(13,313

)

 

 

(76,430

)

Income (loss) from continuing operations

    before income taxes

 

 

42,795

 

 

 

(13,837

)

 

 

28,958

 

Income tax (provision) benefit

 

 

(769

)

 

 

3,626

 

 

 

2,857

 

Net income (loss)

 

 

45,757

 

 

 

(10,211

)

 

 

35,546

 

Net income (loss) attributable to Allscripts Healthcare

   Solutions, Inc. stockholders

 

$

24,950

 

 

 

(10,211

)

 

$

14,739

 

Earnings (loss) per share - basic attributable to Allscripts

   Healthcare Solutions, Inc. stockholders

 

$

0.14

 

 

 

(0.06

)

 

$

0.08

 

Earnings (loss) per share - diluted attributable to Allscripts

   Healthcare Solutions, Inc. stockholders

 

$

0.14

 

 

 

(0.06

)

 

$

0.08

 

 

The recognition of revenue related to hardware sales, software-as-a-service-based offerings, client services, electronic data interchange services and managed services remained substantially unchanged under ASC 606. The adoption of ASC 606 resulted in an increase in contract assets driven by upfront recognition of revenue, rather than over the subscription period, from certain multi-year software subscription contracts that include both software licenses and software support and maintenance.

11


Costs to Obtain or Fulfill a Contract

Under ASC 605, we only capitalized direct sales commissions that were specifically associated with new or renewal contracts. The new revenue recognition guidance under ASC 606 requires the capitalization of all incremental costs of obtaining a contract with a customer that an entity expects to recover. As part of our implementation efforts, we identified certain indirect commissions and other payments that were eligible for capitalization under ASC 606 as they were incremental costs solely associated with new or renewal contracts that we expected to recover. Certain costs related to the fulfillment of contracts will also be capitalized. As a result, we recorded a deferral for such costs of $8.6 million, net of tax, upon adoption of the new guidance on January 1, 2018, which was included in the cumulative effect of initially applying ASC 606.

 

Capitalized costs to obtain or fulfill a contract are amortized over periods ranging from two to nine years which represent the initial contract term or a longer period, if renewals are expected and the renewal commission, if any, is not commensurate with the initial commission. We classify such capitalized costs as current or non-current based on the expected timing of expense recognition. The current and non-current portions are included in prepaid expenses and other current assets, and other assets, respectively, in our consolidated balance sheets.

 

At June 30, 2018, we had $26.5 million and $36.0 million of capitalized costs to obtain or fulfill a contract included in prepaid expenses and other current assets and other assets, respectively, in our consolidated balance sheets. During the three ended June 30, 2018, we recognized $7.6 million of amortization expense related to such capitalized costs, of which $7.5 million is included in selling, general and administrative expenses and $0.1 million is included in cost of revenue in our consolidated statements of operations. During the six months ended June 30, 2018, we recognized $15.8 million of amortization expense related to such capitalized costs, of which $15.5 million is included in selling, general and administrative expenses and $0.3 million is included in cost of revenue in our consolidated statement of operations.

 

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivables, contract assets and customer advances and deposits. Accounts receivable, net includes both billed and unbilled amounts where the right to receive payment is unconditional and only subject to the passage of time. Contract assets include amounts where revenue recognized exceeds the amount billed to the customer and the right to payment is not solely subject to the passage of time. Deferred revenue includes advanced payments and billings in excess of revenue recognized. Our contract assets and deferred revenue are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current or long-term based on the timing of when we expect to complete the related performance obligations and bill the customer. Deferred revenue is classified as current or long-term based on the timing of when we expect to recognize revenue.

In general, with the exception of fixed fee project-based client service offerings (such as implementation services), we sell our software solutions on date-based milestone events where control transfers and use of the software occurs on the delivery date but the associated payments for the software license occur on future milestone dates. In such instances, unbilled amounts are included in contract assets since our right to receive payment is conditional upon the continued functionality of the software and the provision of ongoing support and maintenance. Our fixed fee project-based client service offerings typically require us to provide the services with either a significant portion or all amounts due prior to service completion. Since our right to payment is not unconditional, amounts associated with work prior to the completion date are also deemed to be contract assets.

 

Performance Obligations

 

A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account in ASC 606. A performance obligation is considered distinct when both (i) a customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer and (ii) the promised product or service is separately identifiable from other promises in the contract. Activities related to the fulfillment of a contract that do not transfer products or services to a customer, such as contract preparation or legal review of contract terms, are not deemed to be performance obligations. Based on the similarities in the definitions of a “deliverable” under ASC 605 and “performance obligation” under ASC 606, our identification of performance obligations under ASC 606 did not result in a significant divergence from our existing identification approach.

 

We generally sell our solutions through multi-element arrangements where we provide the customer with (1) software license, (2) support and maintenance, (3) embedded content such as third-party software and (4) client services.  Incremental solutions, such as hardware and managed services are also provided based upon a customer’s preferences and requirements. We deem that a customer is typically able to benefit from a product or service on its own or together with readily available resources when we sell such product or service on a standalone basis.  We have historically sold the majority of our performance obligations, with the exception of software licenses, on a standalone basis.  Incremental solutions, such as hardware, client services and managed services, are often negotiated and fulfilled on an independent sales order basis as customer needs and requirements change over the course of a relationship period.  In addition, support and maintenance and embedded content are provided on a stand-alone basis through the renewal process.

12


 

One of the product offerings under our CareInMotionTM platform requires a significant client service customization to enable the functionality of the software before the customer can obtain benefit from using the product. The significant customization cannot be performed by a third party. Software products and client services are separately identifiable in these contracts, but the performance obligations are not considered distinct in the context of the contract. Therefore, these products and services are treated as combined performance obligations.  

 

Additionally, our support and maintenance obligations include multiple discrete performance obligations, with the two largest being unspecified product upgrades or enhancements, and technical support, which can be offered at various points during a contract period. We believe that the multiple discrete performance obligations within our overall support and maintenance obligations can be viewed as a single performance obligation since both the unspecified product upgrades and technical support are activities to fulfill the maintenance performance obligation and are rendered concurrently.

 

Generally, we do not provide additional warranties to clients above and beyond warranties that the solutions purchased will perform in accordance with the agreed-upon specifications. On rare occasions, when additional warranties are granted, we evaluate on a case-by-case basis whether the additional warranty granted represents a separate performance obligation.

The breakdown of revenue recognized related based on the origination of performance obligations and elected accounting expedients is presented in the table below:

 

(In thousands)

 

Three Months Ended

March 31, 2018

 

 

Three Months Ended

June 30, 2018

 

Revenue related to deferred revenue balance at beginning of period

 

$

204,297

 

 

$

215,519

 

Revenue related to new performance obligations satisfied during the period

 

 

257,222

 

 

 

244,082

 

Revenue recognized under "right-to-invoice" expedient

 

 

49,638

 

 

 

62,812

 

Reimbursed travel expenses, shipping and other revenue

 

 

2,769

 

 

 

3,164

 

Total revenue

 

$

513,926

 

 

$

525,577

 

 

           The aggregate amount of contract transaction price related to remaining unsatisfied performance obligations (commonly referred to as “backlog”) represents contracted revenue that has not yet been recognized and includes both deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Total backlog equaled $4.8 billion as of June 30, 2018, of which we expect to recognize approximately 38% over the next 12 months, and the remaining 62% thereafter.

 

Accounting Policy Elections and Practical Expedients

 

The majority of our contracts contain provisions that require customer payment no later than one year from the transfer of control of the related performance obligation. Perpetual software license contracts in which payments range from 2 to 10 years contain a financing component. Interest income is recognized in these circumstances and totaled $0.3 million and $0.5 million during the three and six months ended June 30, 2018.

 

We have elected to exclude from the measurement of the transaction price all taxes (e.g. sales, use, value-added, etc.) assessed by government authorities and collected from a customer. Therefore, revenue is recognized net of such taxes.

 

Within the normal course of business, we contract with customers to deliver and ship tangible products such as computer hardware or licensed software disks. In these situations, the control of the products transfers to the customer when the product reaches the shipper based on free on board (FOB) shipping clauses. We have elected to use the practical expedient allowed under ASC 606 to account for shipping and handling activities that occur after the customer has obtained control of a promised good as fulfillment costs rather than as an additional promised service and, therefore, we do not allocate a portion of the transaction price to a shipping service obligation. Instead, we record as revenue any amounts billed to customers for shipping and handling costs and record as cost of revenue the actual shipping costs incurred.

 

Additionally, our standard contract terms allow for the reimbursement by a customer for certain travel expenses necessary to provide on-site services to the customer, such as implementation and training. Such reimbursed travel expenses are reported on a gross basis. Since such reimbursed travel expenses do not represent a distinct good or service nor represent incremental value provided to a customer, a performance obligation is deemed not to exist. In certain situations, however, when the allowable reimbursable expenses amount is capped, we believe that such cap represents the most likely amount of variable consideration and the capped amount is included in the total contract transaction price.

 

13


In accordance with ASC 606, if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice (“right-to-invoice” practical expedient). We have elected to utilize this expedient as it relates to transaction-based services (such as revenue cycle management) and electronic data interchange transactions.

 

Revenue Recognition

 

We recognize revenue only when we satisfy an identified performance obligation (or bundle of obligations) by transferring control of a promised product or service to a customer. We consider a product or service to be transferred when a customer obtains control because a customer has sole possession of the right to use (or the right to direct the use of) the product or service for the remainder of its economic life or to consume the product or service in its own operations. We evaluate the transfer of control primarily from the customer’s perspective as this reduces the risk that revenue is recognized for activities that do not transfer control to the customer.

 

The majority of our revenue is recognized over time because a customer continuously and simultaneously receives and consumes the benefits of our performance. The exceptions to this pattern are our sales of perpetual and term software licenses, and hardware, where we determined that a customer obtains control of the asset upon delivery, shipment or granting of access. The following table summarizes the pattern of revenue recognition for our most significant performance obligations:

 

Performance Obligation

Revenue

Recognition Pattern

Measure of progress

Support and maintenance ("SMA")

Over time

Output method (time elapsed) – revenue is recognized ratably over the contract term

Software as a service ("SaaS")

Over time

Output method (time elapsed) – revenue is recognized ratably over the contract term

Private cloud hosting

Over time

Output method (time elapsed) – revenue is recognized ratably over the contract term

Client/Education services

Over time

Input method (cost to cost) – revenue is recognized proportionally over the service implementation based on hours

Outsourcing services

Over time

Input method (cost to cost) – revenue is recognized proportionally over the outsourcing period

Payerpath (transaction volume)

Over time

Output method ("right-to-invoice" practical expedient) – value transferred to the customer is reflected on invoicing.

Software licenses

Point in time

Upon shipment or electronically delivered, as applicable

Hardware

Point in time

Upon shipment

 

When evaluating our SMA, SaaS and private cloud hosting performance obligations, we noted that these obligations are fulfilled as stand-ready obligations to perform and, therefore, we deem the obligations to be satisfied evenly over time. Client services, such as those relating to implementation, consulting, training or education, are generally not fulfilled evenly over the contract period but rather over a shorter timeline where work effort can rise or decline based upon stages of the project work effort. These client services are typically quoted to a customer as a fixed fee amount that covers the implementation effort. Delivery progress for these services is measured by establishing an approved cost budget with labor hour inputs utilized to gauge percentage of completion of the work effort. Therefore, revenue for our client, education and outsourcing services is recognized proportionally with the progress of the implementation work effort.

 

Payerpath transaction volume and other transaction-based service obligations, such as revenue cycle management services, are fulfilled over time but are not provided evenly over the contract period and reliable inputs are not available to track progress of completion. We determined that value is provided to the customer throughout the contract period and the pricing charged to the customer varies on a monthly basis, based upon the volume of the customer’s transactions processed in that respective period.  The invoiced amount to the customer represents this value and, accordingly, the practical expedient to recognize revenue based upon invoicing is most appropriate.

 

We considered the specific implementation guidance for accounting for licenses of intellectual property (“IP”) to determine if point in time or over time recognition was more appropriate. The first step in the licensing framework is to determine whether the license is distinct or combined with other goods and services.  For most of our software licensing products, the licenses are distinct, with the exception of one of our product offerings under our CareInMotionTM platform, which requires a significant client service customization. In all instances, we determined that we are offering functional IP as compared with a symbolic IP. Functional IP is a right to use IP because the IP has standalone functionality and a customer can use the IP as it exists at a point in time.

 

14


Disaggregation of Revenue

We disaggregate our revenue from contracts with customers based on the type of revenue and nature of revenue stream, as we believe those categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The below tables summarize revenue by type and nature of revenue stream as well as by our reportable segments:

 

 

 

Three Months Ended June 30,