SEC Info - Allscripts Healthcare Solutions, Inc.

December 31, 2020

(In thousands)

Classifications

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Foreign exchange
derivative assets

Prepaid expenses
and other
current assets

i 0

i 352

i 0

i 352

i 0

i 1,509

i 0

i 1,509

Total assets

i 0

i 352

i 0

i 352

i 0

i 1,509

i 0

i 1,509

Contingent consideration
- current

Accrued
expenses

i 0

i 19

i 0

i 1,011

Total liabilities

i 0

i 19

i 0

i 1,011

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis at December 31, 2021 are summarized as follows:


(In thousands)	Contingent Consideration			1.25% Notes Call Spread Overlay
Balance at December 31, 2019	$	i 19,515		$	( i 101	)
Additions		i 770			i 0
Payments/write-downs (1)		( i 19,274	)		i 0
Fair value adjustments		i 0			i 101
Balance at December 31, 2020	$	i 1,011		$	i 0
Payments		( i 858	)		i 0
Write-downs		( i 134	)		i 0
Balance at December 31, 2021	$	i 19		$	i 0

(1)

Payments and write-downs for the year ended December 31, 2020 primarily consisted of $ i 4.0 million in payments for the ACC earnout and a $ i 13.9 million write-down related to the Health Grid earnout.

The following table summarizes the quantitative information about our Level 3 fair value measurements at December 31, 2021:

(In thousands, except the discount rate)

Fair Value

Valuation Technique

Significant Unobservable Inputs

Ranges of Inputs

Weighted Average (1)

Financial instruments:

Contingent consideration

i 19

Probability Weighted Discounted cash flow

Discount rate

i 5.3% to i 5.5%

i 5.4

Registry members

i 0 to i 1,551

i 776

Patient data volume

i 0 to i 52,845

i 26,422

Projected year of remaining payment

i 2022

Total financial instruments

i 19

(1)

The weighted average is calculated based upon the absolute fair value of the instruments.

Long-term Investments

The following table summarizes our other 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 December 31, 2021

Cost

December 31, 2020 (2)

Equity method investments (1)

i 4

i 7,099

i 12,260

i 10,744

Cost with adjustments

i 7

i 57,213

i 49,293

i 25,059

Total long-term equity investments

i 11

i 64,312

i 61,553

i 35,803

(1)

Allscripts share of the earnings of our equity method investees is reported based on a one quarter lag.

(2)

Amounts include investments that are no longer held as of December 31, 2021.

During the fourth quarter of 2021, we sold one of our third-party cost method investments. The sale resulted in a $ i 60.9 million gain, which is included in the Other income (loss), net line in our consolidated statements of operations for the year ended December 31, 2021. During the third quarter of 2021, we divested one of our businesses to a new third-party in exchange for a non-controlling interest in the combined entity, which we now report as a cost method investment. The divestiture resulted in an $ i 8.4 million gain, which is included in the Gain on sale of businesses, net line in our consolidated statements of operations for the year ended December 31, 2021. During the second quarter of 2021, one of our third-party cost method investments converted its notes and, we received i 475 thousand shares of preferred stock in such third party as a result of the conversion. We also revalued our existing investment based on the note conversion share price. The note conversion and the revaluation of the existing investment resulted in a $ i 9.7 million gain, which is included in the Other income (loss), net line in our consolidated statements of operations for the year ended December 31, 2021.

During 2020, we recorded a $ i 16.8 million gain from the sale of a third-party equity-method investment. The gain is recognized in the Equity in net income of unconsolidated investments line in the consolidated statements of operations.

It is not practicable to estimate the fair value of our equity investments primarily because of their illiquidity and restricted marketability as of December 31, 2021. 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 and Recovery of Long-Term Investments

Management performs a quarterly assessment of each of our investments on an individual basis to determine if there are any declines in fair value. In 2021, we determined i no impairment charges of long-term investments were necessary. In the third quarter of 2020, we recognized a $ i 1.0 million non-cash impairment charge related to one of our cost-method investments, which equaled the cost basis of our initial investment. In the second quarter of 2020, we reached a settlement agreement with one of our third-party equity-method investments, which resulted in the recognition of a $ i 0.6 million non-cash impairment charge. We recognized non-cash impairment charges of $ i 1.7 million during 2019 related to one of our long-term investments. We also recovered $ i 1.0 million from a third-party cost-method investment that we had previously impaired. The non-cash impairment charges and the amount recovered are recognized in the Impairment of long-term investments line in the consolidated statements of operations for the years ended December 31, 2020 and 2019.

7. Fixed Assets

Fixed assets consist of the following:


	Estimated	December 31,			December 31,
(Dollar amounts in thousands)	Useful Life	2021			2020
Computer equipment and software	i 3 to i 10 years	$	i 310,153		$	i 329,564
Facility furniture, fixtures and equipment	i 5 to i 7 years		i 23,325			i 25,932
Leasehold improvements	i Shorter of 7 years or life of lease		i 36,858			i 40,115
Assets under finance leases	i 1 to i 3 years		i 524			i 524
Fixed assets, gross			i 370,860			i 396,135
Less: Accumulated depreciation and amortization			( i 322,958	)		( i 323,973	)
Fixed assets, net		$	i 47,902		$	i 72,162

Accumulated amortization for assets under finance leases totaled $ i i 0.5 / million as of December 31, 2021 and 2020. i


	Year Ended December 31,
(In thousands)	2021		2020		2019
Fixed assets depreciation and amortization expense, including finance leases	$	i 26,847	$	i 32,324	$	i 46,705

8. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

December 31, 2020

Gross

Carrying

Accumulated

Intangible

Carrying

Accumulated

Intangible

(In thousands)

Amount

Amortization

Assets, Net

Amount

Amortization

Assets, Net

Intangibles subject to amortization:

Proprietary technology

i 535,019

( i 492,681

)

i 42,338

i 535,092

( i 465,292

)

i 69,800

Customer contracts and relationships

i 674,078

( i 532,486

)

i 141,592

i 674,336

( i 509,534

)

i 164,802

Total

i 1,209,097

( i 1,025,167

)

i 183,930

i 1,209,428

( i 974,826

)

i 234,602

Intangibles not subject to amortization:

Registered trademarks

i 52,000

Goodwill

i 974,478

i 974,729

Total

i 1,026,478

i 1,026,729

During the third quarter of 2021, as a result of organizational change, we changed our reportable segments from Core Clinical and Financial Solutions and Data, Analytics and Care Coordination to Hospitals and Large Physician Practices and Veradigm. As a result of this change, our reporting units became Hospitals and Large Physician Practices, Veradigm and Unallocated. Refer to Note 19, “Business Segments,” for further discussion on the impact of the change to our reportable segments.

During 2021, as a result of the organizational change, we performed interim goodwill impairment tests as of September 30, 2021. The fair values of each reporting unit substantially exceeded its carrying value, before and after the change, and no indicators of impairment were identified.

We performed our annual 2021 goodwill impairment test as of October 1, 2021. The fair value of each reporting unit substantially exceeded its carrying value, and no indicators of impairment were identified.

During the first and second quarters of 2020, we changed our reportable segments due to certain organizational changes. As a result of these changes, we performed interim goodwill impairment tests as of January 1, 2020 and April 1, 2020. The fair value of each reporting unit substantially exceeded its carrying value, and no indicators of impairment were identified.

We performed our annual 2020 goodwill impairment test as of October 1, 2020. The fair value of each reporting unit substantially exceeded its carrying value, and no indicators of impairment were identified.

We performed our 2019 goodwill impairment test as of October 1, 2019. As a result of this test, we concluded that the carrying value of the historical Hospitals and Health Systems (“HHS”) reporting unit exceeded its fair value. As a result, we recognized a goodwill impairment charge of $ i 25.7 million. This goodwill impairment charge is reflected on the Goodwill impairment charge line in our consolidated statements of operations. The historical HHS reporting unit is now reported within the Hospitals and Large Physician Practices reporting unit. The fair values of all other reporting units substantially exceeded their carrying values. As of December 31, 2019, the goodwill allocated to the historical HHS reporting unit was $ i 485.5 million.

The determination of the fair value of our reporting units is based on a combination of a market approach, which considers benchmark company market multiples, and an income approach, which utilizes discounted cash flows for each reporting unit and other Level 3 inputs. We determine fair value based on the present value of the most recent cash flow projections for each reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate under the income approach. The significant assumptions under this approach include, among others: income projections, which are dependent on sales to new and existing clients, new product introductions, client behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. The discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. We also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units as part of goodwill impairment testing.

We recognized an intangible asset impairment charge of $ i 23.1 million relating to Health Grid’s remaining customer relationship intangible balance during 2020. We also recognized an intangible asset impairment charge of $ i 8.1 million relating to NantHealth’s remaining customer relationship intangible balance during 2019. These impairment charges are included in the Asset impairment charges line in our consolidated statements of operations for the years ended December 31, 2020 and 2019.

As of December 31, 2021 and 2020, there were i i no / accumulated impairment losses associated with goodwill. Accumulated impairment losses associated with goodwill totaled $ i 39.2 million as of December 31, 2019. i Changes in the carrying amounts of goodwill by reportable segment for the years ended December 31, 2021 and 2020 were as follows:

(In thousands)

Hospitals and Large Physician Practices

Veradigm

Unallocated

Total

Balance as of December 31, 2019

i 530,774

i 433,188

i 10,148

i 974,110

Foreign exchange translation

i 619

i 0

i 619

Balance as of December 31, 2020

i 531,393

i 433,188

i 10,148

i 974,729

Foreign exchange translation

( i 251

)

i 0

( i 251

)

Balance as of December 31, 2021

i 531,142

i 433,188

i 10,148

i 974,478

Additions to goodwill in 2019 resulted from the purchase of the Pinnacle and Diabetes Collaborative Registries and a prescription drug software company. Refer to Note 5, “Business Combinations and Divestitures” for additional information regarding these transactions. As stated above, we also recognized a goodwill impairment charge in 2019 for $ i 25.7 million related to the historical HHS reporting unit.

Intangible assets are being amortized over their estimated useful lives, and amortization expense related to intangible assets was as follows:

Year Ended December 31,

(In thousands)

2021

2020

2019

Proprietary technology amortization included in cost of revenue

i 27,443

i 32,130

i 35,034

Intangible amortization included in operating expenses

i 23,109

i 25,604

i 27,188

Total intangible amortization expense

i 50,552

i 57,734

i 62,222

Future amortization expense for the intangible assets as of December 31, 2021, based on foreign currency exchange rates in effect as of such date, is as follows:



Year Ended December 31,	(In thousands)
2022	$	i 44,117
2023		i 27,905
2024		i 23,765
2025		i 20,177
2026		i 16,521
Thereafter		i 51,445
Total	$	i 183,930

9. Asset Impairment Charges

We incurred $ i 11.8 million of non-cash asset impairment charges during the year ended December 31, 2021. Non-cash asset impairment charges totaling $ i 11.3 million were due to the write-off of deferred costs related to our private cloud hosting operations. The write-offs were driven by the termination of our previous agreement with a private cloud hosting partner as part of a transition to another partner.

During the year ended December 31, 2020, we recorded several non-cash asset impairment charges. We recorded a non-cash asset impairment charge of $ i 23.1 million related to the write-off of the remaining Health Grid acquired customer relationship intangible balance. This was partially offset by the write-off of $ i 13.9 million related to the Health Grid contingent consideration accrual. We recorded $ i 31.2 million of non-cash asset impairment charges related to the write-off of capitalized software due to the asset values exceeding the product’s net realizable value. The write-off was primarily related to one product in which we determined it would no longer be placed into service. We also recorded a $ i 34.3 million non-cash asset impairment charge due to the write-off of deferred costs related to our private cloud hosting operations. The write-off was driven by the expectation of improved efficiencies in the utilization of our contract compared with historical deferred costs, which was identified through our broader cost reduction initiatives. Impairment of long-term investments during the year ended December 31, 2020 consisted of $ i 1.6 million, which included $ i 1.0 million related to one of our cost-method investments and $ i 0.6 million related to one of our third-party equity-method investments. Refer to Note 6, “Fair Value Measurements and Other Investments” for further information regarding the long-term investment impairments.

Asset impairment charges incurred during the year ended December 31, 2019 were primarily the result of impairing the remaining NantHealth acquired customer relationship intangible balance of $ i 8.1 million. We also recognized non-cash impairment charges of $ i 2.7 million on the retirement of certain hosting assets due to data center migrations. Impairment of long-term investments during the year ended December 31, 2019 consisted of an impairment of $ i 1.7 million associated with one of our long-term equity investments. We also recovered $ i 1.0 million from one of our long-term equity investments that we had previously impaired. We also recorded a goodwill impairment charge of $ i 25.7 million related to our historical HHS reporting unit. Refer to Note 8, “Goodwill and Intangible Assets” for further information regarding this impairment.

The following table summarizes the non-cash asset impairment charges recorded during the periods indicated and where they appear in the corresponding consolidated statements of operations:


	Year Ended December 31,
(In thousands)	2021		2020		2019
Asset impairment charges	$	i 11,772	$	i 74,969	$	i 10,837
Goodwill impairment charge	$	i 0	$	i 0	$	i 25,700
Impairment of long-term investments	$	i 0	$	i 1,575	$	i 651

10. Debt

Debt outstanding, excluding lease obligations, consisted of the following:

December 31, 2020

(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)

i 167,853

( i 9,057

)

i 176,910

i 167,853

( i 3,166

)

i 171,019

Senior Secured Credit Facility

i 175,000

i 1,848

i 173,152

i 0

i 3,432

( i 3,432

)

Total debt

i 342,853

( i 7,209

)

i 350,062

i 167,853

i 266

i 167,587

(1)

Principal balance is $ i 207,911 thousand; $ i 167,853 thousand is recognized in debt and $ i i 40,058 / thousand is recognized in additional paid-in capital.

Interest expense consisted of the following:

Year Ended December 31,

(In thousands)

2021

2020

2019

Interest expense

i 5,691

i 18,113

i 26,648

Amortization of discounts and debt issuance costs

i 7,475

i 15,991

i 16,524

Total interest expense

i 13,166

i 34,104

i 43,172

Interest expense related to the i 0.875% Convertible Senior Notes and the i 1.25% Cash Convertible Senior Notes, which is included in total interest expense above, consisted of the following:

Year Ended December 31,

(In thousands)

2021

2020

2019

Coupon interest

i 1,819

i 4,016

i 4,429

Amortization of discounts and debt issuance costs

i 5,891

i 13,484

i 14,926

Total interest expense related to the convertible notes

i 7,710

i 17,500

i 19,355

Allscripts 0.875% Convertible Senior Notes

On December 9, 2019, we issued $ i 200.0 million aggregate principal amount of Allscripts’ i 0.875% Convertible Senior Notes due 2027 (the “0.875% Notes”) in a private offering. i The 0.875% Notes are Allscripts’ senior, unsecured obligations that bear interest at a rate of 0.875% per year, payable semiannually in arrears on January 1 and July 1 of each year, commencing on i July 1, 2020. The 0.875% Notes will mature on i January 1, 2027, unless earlier repurchased by us or converted in accordance with their terms prior to such date.

The 0.875% Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding July 1, 2026 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of Allscripts’ common stock for at least i 20 trading days (whether or not consecutive) during the period of i 30 consecutive trading days ending on and including the last trading day of the immediately preceding calendar quarter is greater than or equal to i 130% of the conversion price on each applicable trading day (the “Trading Price Trigger”); (2) during the i five business day period after any i five consecutive trading day period (the “measurement period”) in which the trading price per $ i 1,000 principal amount of 0.875% Notes for each trading day of the measurement period was less than i 98% of the product of the last reported sale price of Allscripts’ common stock and the conversion rate on each such trading day; or (3) upon the occurrence of certain corporate events as specified in the indenture governing the 0.875% Notes (the “0.875% Notes Indenture”). On or after July 1, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 0.875% Notes at any time, regardless of the foregoing conditions. Upon conversion, Allscripts will pay or deliver, as the case may be, cash, shares of Allscripts’ common stock, or a combination of cash and shares of Allscripts’ common stock, at Allscripts’ election, in amounts determined in the manner set forth in the 0.875% Notes Indenture. During the quarter ended December 31, 2021, the Trading Price Trigger occurred; as a result, holders of the 0.875% Notes are entitled to convert the 0.875% Notes into common stock at their option at any time during the quarter ending March 31, 2022.

The initial conversion rate for the i 0.875% Notes will be i 75.0962 shares of Allscripts’ common stock per $ i 1,000 principal amount of the 0.875% Notes, which is equivalent to an initial conversion price of approximately $ i 13.32 per share of Allscripts’ common stock. The initial conversion price of the 0.875% Notes represents a premium of approximately i 32.5% to $ i 10.05 per share last reported sale price of Allscripts’ common stock on December 4, 2019. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a “make-whole fundamental change” (as defined in Section 1.01 of the 0.875% Notes Indenture), Allscripts’ will, in certain circumstances, increase the conversion rate by a number of additional shares of Allscripts’ common stock for a holder that elects to convert its 0.875% Notes in connection with such make-whole fundamental change. We may not redeem the 0.875% Notes prior to the maturity date, and no sinking fund is provided for the 0.875% Notes.

Upon the occurrence of a “fundamental change” (as defined in Section 1.01 of the 0.875% Notes Indenture), holders of the 0.875% Notes may require us to repurchase all or any portion of their 0.875% Notes in principal amounts of $ i 1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to i 100% of the principal amount of the 0.875% Notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The 0.875% Notes Indenture contains customary terms and covenants, including that upon certain events of default, including cross acceleration to certain other indebtedness of Allscripts and its subsidiaries, either the trustee under the 0.875% Notes Indenture or the holders of not less than i 25% in aggregate principal amount of the 0.875% Notes then outstanding may declare the unpaid principal of the 0.875% Notes and accrued and unpaid interest, if any, thereon immediately due and payable.

In December 2019, in connection with the 0.875% Notes offering, we entered into privately negotiated capped call transactions with JPMorgan Chase Bank, National Association, New York Branch, Wells Fargo Bank, National Association, Bank of America, N.A. and Deutsche Bank AG, London Branch (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Allscripts’ common stock upon any conversion of 0.875% Notes and/or offset any cash payments Allscripts is required to make in excess of the principal amount of the converted 0.875% Notes upon conversion of the 0.875% Notes, as the case may be, in the event that the market price of Allscripts’ common stock is greater than the strike price of the capped call transactions (which initially corresponds to the initial conversion price of the 0.875% Notes of approximately $ i 13.32 per share of Allscripts’ common stock and is subject to certain adjustments under the terms of the capped call transactions), with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. The cap price of the capped call transactions is initially $ i 17.5875 per share, representing a premium of i 75% above the last reported sale price of $ i 10.05 per share of Allscripts’ common stock on December 4, 2019, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 0.875% Notes, the number of shares of Allscripts’ common stock that underlie the 0.875% Notes. The capped call transactions are not part of the terms of the 0.875% Notes and will not affect any holder’s rights under the 0.875% Notes. Holders of the 0.875% Notes will not have any rights with respect to the capped call transactions.

The aggregate net proceeds of the 0.875% Notes were $ i 195.0 million after deducting $ i 5.0 million for the initial purchasers’ discount but before deducting other estimated expenses. On December 9, 2019, we used $ i 15.8 million of the net proceeds to pay the cost of the capped call transactions and the remainder of $ i 179.2 million to repay outstanding borrowings under our senior secured revolving credit facility.

On December 18, 2019, the initial purchasers notified us of the partial exercise of their option to purchase additional 0.875% Notes. On December 20, 2019 we issued an additional $ i 18.0 million in aggregate principal amount of the i 0.875% Notes (the “Option Notes”) pursuant to a partial exercise of the initial purchasers’ option to purchase additional 0.875% Notes. The Option Notes have the same terms as the 0.875% Notes previously described and are issued pursuant to the same 0.875% Notes Indenture. The net proceeds from the sale of the Option Notes totaled $ i 17.5 million after deducting $ i 0.5 million in debt issuance costs. In connection with the initial purchasers’ exercise of their option to purchase the Option Notes, we entered into additional privately negotiated capped call transactions (the “additional capped call transactions”) with each of the option counterparties. On December 20, 2019, we used $ i 1.4 million of the net proceeds to pay the cost of additional capped call transactions and the remainder to repay additional outstanding borrowings under our senior secured revolving credit facility.

The issuance in December 2019 of the combined $ i 218.0 million aggregate purchase amount of the 0.875% Notes and the Option Notes (collectively, the “0.875% Convertible Senior Notes”) incurred $ i 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 i 1.95% was used to compute the initial fair value of the liability component, which totaled $ i 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 $ i 40.1 million at the time of issuance before deducting any paid capped call fees. The equity component of $40.1 million, the $ i 17.2 million in paid capped call fees and an allocation of $ i 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 that will be accreted into interest expense through January 1, 2027 using the interest method.

In June 2020, we paid $ i 7.7 million to repurchase $ i 10.1 million of the aggregate principal amount of the i 0.875% Convertible Senior Notes, which resulted in a $ i 0.5 million gain. In connection with the repurchase, the capped call transaction was partially terminated, and we received $ i 0.3 million, which resulted in a recognition of $ i 0.8 million in equity to offset the capped call fees and a $ i 0.5 million loss. The remaining principal amount of the i 0.875% Convertible Senior Notes at December 31, 2021 totaled $ i 207.9 million. The carrying value of the combined equity component, net of capped call fees, issuance costs and accretion, at December 31, 2021 totaled $ i 10.9 million.

Allscripts Senior Secured Credit Facility

On February 15, 2018, Allscripts and Healthcare LLC entered into a Second Amended and Restated Credit Agreement (the “Second Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent. The Second Amended Credit Agreement provides for a $ i 400 million senior secured term loan (the “Term Loan”) and a $ i 900 million senior secured revolving facility (the “Revolving Facility”), each with a i i five-year / term. Collectively, the Term Loan and the Revolving Facility are referred to herein as the “Senior Secured Credit Facility.” i The Term Loan is repayable in quarterly installments, which commenced on June 30, 2018. We repaid the Term Loan in full on December 31, 2020. A total of up to $ i 50 million of the Revolving Facility is available for the issuance of letters of credit, up to $ i 10 million of the Revolving Facility is available for swingline loans, and up to $ i 100 million of the Revolving Facility could be borrowed under certain foreign currencies.

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 provides the financial flexibility to settle the U.S. Department of Justice’s investigations as discussed in Note 22, “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. In connection with this amendment, we incurred fees and other costs totaling $ i 0.8 million, of which a majority was capitalized.

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 $ i 1.4 million, of which a majority was capitalized.

The proceeds of the Revolving Facility can be used to finance Allscripts’ working capital needs and for general corporate purposes, including, without limitation, for financing permitted acquisitions, and for share repurchases. Allscripts is also permitted to add one or more incremental revolving and/or term loan facilities in an aggregate amount of up to $ i 600 million, subject to certain conditions.

The initial applicable interest rate margin for Base Rate borrowings is i 1.00%, and for Eurocurrency Rate borrowings is i 2.00%. On and after December 31, 2021, the interest rate margins will be determined from a pricing table and will depend upon Allscripts’ total leverage ratio. The applicable margins for Base Rate borrowings under the Second Amended Credit Agreement range from i 0.50% to i 1.25% depending on Allscripts’ total leverage ratio range. The applicable margins for Eurocurrency Rate loans range from i 1.50% to i 2.25%, depending on Allscripts’ total leverage ratio.

Subject to certain agreed upon exceptions, all obligations under the Senior Secured Credit Facility remain guaranteed by each of our existing and future direct and indirect material domestic subsidiaries other than Coniston Exchange LLC and certain domestic subsidiaries owned by our foreign subsidiaries (the “Guarantors”) pursuant to a related Guarantee and Collateral Agreement among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC, certain of our other subsidiaries, and JPMorgan Chase Bank, N.A., as administrative agent. Our obligations under the Senior Secured Credit Facility, any swap agreements and any cash management arrangements provided by any lender, remain secured, subject to permitted liens and other agreed upon exceptions, by a perfected first priority security interest in all of the tangible and intangible assets (including, without limitation, intellectual property, material owned real property and all of the capital stock of each Guarantor and, in the case of foreign subsidiaries, up to i 65% of the capital stock of first tier material foreign subsidiaries) of Allscripts Healthcare Solutions, Inc. and certain of our subsidiary guarantors.

The Second Amended Credit Agreement requires us to maintain a minimum interest coverage ratio of i 3.5 to 1.0 and a maximum total net leverage ratio of i 4.25 to 1.0. The minimum interest coverage ratio is calculated by dividing earnings before interest expense, income tax expense, depreciation and amortization expense by cash interest expense, subject to various agreed upon adjustments. The total net leverage ratio is calculated by dividing total indebtedness reduced by a portion of domestic unrestricted cash, by earnings before interest expense, income tax expense, depreciation and amortization expense, subject to various agreed upon adjustments. The Second Amended Credit Agreement also provides that during the four-quarter period following permitted acquisitions that are financed in whole or in part with indebtedness and the consideration paid by us is $ i 100 million or more, we are required to maintain a maximum total leverage ratio of i 4.5 to 1.0. In addition, the Second Amended Credit Agreement requires mandatory prepayments of the debt outstanding under the Senior Secured Credit Facility in certain specific circumstances, and contains a number of covenants which, among other things, restrict our ability to incur additional indebtedness, engage in mergers, or declare dividends or other payments in respect of our capital stock.

The Second Amended Credit Agreement also contains certain customary events of default, including relating to non-payment, breach of covenants, cross-default, bankruptcy and change of control.

In connection with the sale of substantially all of the assets of our EPSi business on October 15, 2020, which is further discussed in Note 5, “Business Combinations and Divestitures”, the terms of our Second Amended and Restated Credit Agreement required us to make a mandatory prepayment of our Term Loan in the amount of $ i 19.0 million on October 29, 2020.

In connection with the sale of substantially all of the assets of our CarePort business on December 31, 2020, which is further discussed in Note 5, “Business Combinations and Divestitures”, the terms of our Second Amended and Restated Credit Agreement required us to make a mandatory prepayment of our Term Loan in the amount of $ i 161.0 million on December 31, 2020.

As of December 31, 2021, $ i 175.0 million under the Revolving Facility and $ i 1.0 million in letters of credit were outstanding under the Second Amended Credit Agreement.

As of December 31, 2021, the interest rate on the Senior Secured Credit Facility was LIBOR plus 1 i .50%, which totaled 1 i .60%. We were in compliance with all financial covenants under the Second Amended Credit Agreement as of December 31, 2021.

As of December 31, 2021, we had $ i 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.

Allscripts 1.25% Cash Convertible Senior Notes and Call Spread Overlay

On June 18, 2013, we issued $ i 345.0 million aggregate principal amount of Allscripts' i 1.25% Cash Convertible Senior Notes due 2020 (the “1.25% Notes”). Concurrent with the issuance of the 1.25% Notes, we entered into privately negotiated hedge transactions (collectively, the “1.25% Call Option”) and warrant transactions (collectively, the “1.25% Warrants”), with certain of the initial purchasers of the 1.25% Notes (collectively, the “Call Spread Overlay”). The aggregate net proceeds of the 1.25% Notes were $ i 305.1 million, after payment of the net cost of the Call Spread Overlay and transaction costs. Refer to Note 10, “Debt,” in our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2020 Form 10-K for further details regarding the 1.25% Notes and Call Spread Overlay transactions. The 1.25% Call Option was a derivative financial instrument and is discussed further in Note 16, “Derivative Financial Instruments.” The 1.25% Warrants were equity instruments and are further discussed in Note 13, “Stockholders’ Equity.”

Future Debt Payments

The following table summarizes future debt payments as of December 31, 2021:



(In thousands)	Total		2022		2023		2024		2025		2026		Thereafter
0.875% Convertible Senior Notes (1)	$	i 207,911	$	i 0	$	i 0	$	i 0	$	i 0	$	i 0	$	i 207,911
Revolving Facility (2)		i 175,000		i 0		i 175,000		i 0		i 0		i 0		i 0
Total debt	$	i 382,911	$	i 0	$	i 175,000	$	i 0	$	i 0	$	i 0	$	i 207,911

(1)

Amount represents the face value of the i 0.875% Convertible Senior Notes, which includes both the liability and equity portions.

(2)

Assumes no additional borrowings after December 31, 2021, payment of any required periodic installments of principal when due and that all drawn amounts are repaid upon maturity.

11. Income Taxes

The following is a geographic breakdown of income (loss) from continuing operations before income tax provision (benefit):


	Year Ended December 31,
(In thousands)	2021		2020			2019
United States	$	i 141,367	$	( i 148,174	)	$	( i 287,088	)
Foreign		i 20,459		( i 1,137	)		i 5,337
Income (loss) from continuing operations before income taxes	$	i 161,826	$	( i 149,311	)	$	( i 281,751	)

i The following is a summary of the components of the provision (benefit) for income taxes:


	Year Ended December 31,
(In thousands)	2021			2020			2019
Current tax provision (benefit)
Federal	$	i 17,179		$	( i 19,346	)	$	( i 8,232	)
State		i 507			( i 219	)		( i 1,809	)
Foreign		i 7,998			i 3,803			i 5,054
		i 25,684			( i 15,762	)		( i 4,987	)
Deferred tax provision (benefit)
Federal		i 3,341			i 2,931			( i 28,732	)
State		( i 34	)		( i 2,981	)		( i 8,763	)
Foreign		( i 1,140	)		( i 880	)		( i 858	)
		i 2,167			( i 930	)		( i 38,353	)
Income tax provision (benefit)	$	i 27,851		$	( i 16,692	)	$	( i 43,340	)

Taxes computed at the statutory federal income tax rate of i i i 21 / / % for the years ended December 31, 2021, 2020 and 2019 are reconciled to the provision for income taxes as follows:

Year Ended December 31,

(In thousands)

2021

2020

2019

United States federal tax at statutory rate

i 33,983

( i 31,355

)

( i 59,170

)

Items affecting federal income tax rate

Non-deductible acquisition and reorganization expenses

i 0

i 31

Non-deductible portion of Department of Justice Settlement

( i 1,050

)

i 0

i 18,546

Research credits

( i 5,000

)

( i 6,500

)

( i 6,126

)

Change in unrecognized tax benefits

i 2,007

i 3,204

i 1,046

State income taxes, net of federal benefit

i 7,161

( i 2,940

)

( i 7,411

)

Compensation

( i 1,103

)

i 5,314

i 4,664

Meals and entertainment

i 7

i 118

i 549

Impact of foreign operations

i 2,579

i 1,443

i 3,079

Provision-to-Return adjustments

( i 9,544

)

( i 2,362

)

( i 383

)

Deemed Dividends

i 208

i 352

i 473

Federal, state and local rate changes

i 0

( i 630

)

US Tax reform impact

i 0

( i 2,972

)

Goodwill impairment

i 0

i 5,397

Non-deductible items

i 66

i 28

i 43

Valuation allowance

( i 1,504

)

i 16,949

i 922

Other

i 41

( i 943

)

( i 1,398

)

Income tax provision (benefit)

i 27,851

( i 16,692

)

( i 43,340

)

Significant components of our deferred tax assets and liabilities consist of the following:


	December 31,
(In thousands)	2021			2020
Deferred tax assets
Accruals and reserves, net	$	i 11,689		$	i 18,260
Allowance for doubtful accounts		i 8,750			i 9,571
Stock-based compensation, net		i 9,869			i 8,428
Deferred revenue		i 42,672			i 35,016
Operating and finance lease liabilities		i 15,612			i 22,902
Net operating loss carryforwards		i 33,231			i 35,695
Research and development tax credit		i 432			i 251
Other		i 0			i 4,519
Less: Valuation Allowance		( i 34,339	)		( i 35,491	)
Total deferred tax assets		i 87,916			i 99,151

Deferred tax liabilities
Prepaid expense		( i 4,272	)		( i 4,329	)
Property and equipment, net		( i 88	)		( i 2,062	)
Acquired intangibles, net		( i 80,273	)		( i 86,841	)
Operating and finance right-of-use assets		( i 11,840	)		( i 18,315	)
Other		( i 1,461	)		i 0
Total deferred tax liabilities		( i 97,934	)		( i 111,547	)
Net deferred tax liabilities	$	( i 10,018	)	$	( i 12,396	)

The deferred tax assets (liabilities) are classified in the consolidated balance sheets as follows:


	December 31,
(In thousands)	2021			2020
Non-current deferred tax assets, net	$	i 6,607		$	i 5,790
Non-current deferred tax liabilities, net		( i 16,625	)		( i 18,186	)
Net deferred tax liabilities	$	( i 10,018	)	$	( i 12,396	)

We had federal net operating loss (“NOL”) carryforwards of $ i 151 million and $ i 164 million as of December 31, 2021, and 2020, respectively. The federal NOL carryforward includes U.S. NOL carryovers of $ i 12.5 million and Israeli NOL carryovers of $ i 47 million that do not expire. The NOL carryforwards expire in various amounts starting in i 2031 for federal purposes. The utilization of the federal NOL carryforwards is subject to limitation under the rules regarding changes in stock ownership as determined by the Internal Revenue Code.

For federal purposes, i 2018 to i 2021 tax years remain subject to income tax examination by federal authorities. For our state tax jurisdictions, i 2016 to i 2021 tax years remain open to income tax examination by state tax authorities. Tax years remain open in various foreign jurisdictions beginning in i 2016. We have a subsidiary in India that is entitled to a tax holiday that allows for tax-free operations during such tax holiday. This tax holiday for the subsidiary began to partially expire in i 2012 and fully expired in i 2017. Tax savings realized from this holiday totaled $ i 0.4 million for the year ended December 31, 2017, which reduced our loss per share by less than $ i 0.01 through 2017. There is a potential for a partial tax holiday for i 5 years beginning on April 1, 2017, which is contingent upon a certain level of capital expenditure spending, among other conditions. Tax savings impact of $ i 0.3 million has been recorded for this potential tax holiday for the year ended December 31, 2021, which impacted our diluted earnings per share by less than $ i 0.01 in this year.

GAAP principles prescribe a threshold of more-likely-than-not to be sustained upon examination for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These principles also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Changes in the amounts of unrecognized tax benefits were as follows:

Year Ended December 31,

(In thousands)

2021

2020

2019

Beginning balance as of January 1

i 28,885

i 20,604

i 19,821

Increases for tax positions related to the current year

i 1,000

i 8,053

i 1,240

Decreases for tax positions related to prior years

( i 276

)

i 0

Increases for tax positions related to prior years

i 685

i 427

i 95

Foreign currency translation

i 0

i 2

i 3

Reductions due to lapsed statute of limitations

i 0

( i 201

)

( i 555

)

Ending balance as of December 31

i 30,294

i 28,885

i 20,604

We had gross unrecognized tax benefits of $ i 30.3 million and $ i 28.9 million as of December 31, 2021 and 2020, respectively. If the current gross unrecognized tax benefits were recognized, the result would be an increase in our income tax benefit of $ i 33.5 million and $ i 30.8 million, for 2021 and 2020, respectively. These amounts are net of accrued interest and penalties relating to unrecognized tax benefits of $ i 3.2 million and $ i 2.0 million, respectively. We believe that it is reasonably possible that $ i 18.2 million of our currently remaining unrecognized tax benefits may be recognized by the end of 2022, as a result of a lapse of the applicable statute of limitations.

We recognized interest and penalties related to uncertain tax positions in our consolidated statements of operations as follows:


	Year Ended December 31,
(In thousands)	2021		2020		2019
Interest and penalties included in the provision for income taxes	$	i 1,172	$	i 1,620	$	i 229

The amount of interest and penalties included in our consolidated balance sheets is as follows:


	December 31,
(In thousands)	2021		2020
Interest and penalties included in the liability for uncertain tax positions	$	i 3,220	$	i 2,048

During the year ended December 31, 2021, we recorded a valuation allowance of $0 i .4 million related to the unvested stock compensation of covered officers due to the potential deduction limitations under Section 162(m) provisions. We released $ i 1.9 million against deferred tax assets of certain U.S. and foreign deferred tax assets. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative 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 i three years of cumulative operating income (loss). The Company continually evaluates the realization of its U.S. deferred tax assets and based on historical trends and current activity; we may release the remaining U.S. valuation allowance in 2022.

We file income tax returns in the United States federal jurisdiction, numerous states in the United States and multiple countries outside of the United States. We are subject to the continuous examination of our income tax returns by the IRS and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements.

We intend to indefinitely reinvest the undistributed earnings of our foreign subsidiaries as a general rule, as most of our foreign subsidiaries have third party customers, as well as formal sales proposals that could require significant resources. Specifically, our subsidiary in India may repatriate all current 2021 earnings at the discretion of management. As of December 31, 2021, we have no other plans to repatriate any other funds at this time. A Netherlands holding company currently holds all of our foreign subsidiaries. Our holding company makes it more efficient for us to share resources between the respective foreign subsidiaries. As we have determined that the earnings of these subsidiaries are not required as a source of funding for our U.S. operations, such earnings are not planned to be distributed to the United States in the foreseeable future. Determination of the amount of unrecognized income tax liability related to these undistributed foreign subsidiary earnings, if repatriated, is currently not practicable.

12. Stock Award Plan

Total recognized stock-based compensation expense is included in our consolidated statements of operations as shown in the table below. 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.

Year Ended December 31,

(In thousands)

2021

2020

2019

Cost of revenue:

Software delivery, support and maintenance

i 1,529

i 1,640

i 2,075

Client services

i 4,086

i 4,421

i 4,067

Total cost of revenue

i 5,615

i 6,061

i 6,142

Selling, general and administrative expenses

i 31,661

i 25,002

i 27,348

Research and development

i 6,287

i 7,827

i 9,200

Total stock-based compensation expense

i 43,563

i 38,890

i 42,690

The estimated income tax benefit of stock-based compensation expense included in the provision for income taxes for the year ended December 31, 2021 is approximately $ i 4.9 million. i i i No / / stock-based compensation costs were capitalized during the years ended December 31, 2021, 2020 and 2019. The calculation of stock-based compensation expenses includes an estimate for forfeitures at the time of grant. This estimate can be revised in subsequent periods if actual forfeitures differ from those estimates, which are based on historical trends. Total unrecognized stock-based compensation expense related to non-vested awards and options was $ i 58.8 million as of December 31, 2021, and this expense is expected to be recognized over a weighted-average period of i 2.3 years.

Allscripts Long-Term Incentive Plan

Allscripts adopted the 2019 Stock Incentive Plan (the “Plan”), which became effective May 23, 2019. The Plan provides for the granting of stock options, service-based share awards, performance-based share awards and market-based share awards, among other equity awards. The maximum number of shares available for awards under the Plan is i 5.5 million, plus the number of available shares of common stock under the Amended and Restated 2011 Stock Incentive plan as of the effective date of the Plan. As of December 31, 2021, there were i 6.5 million shares of common stock reserved for issuance under future share-based awards to be granted to any of Allscripts employees, officers, directors or independent consultants at terms and prices to be determined by our Board, and subject to the terms of the Plan.

We issue service-based, performance-based and market-based awards in the form of restricted stock units or stock options. A description of each category of awards is presented below.

Service-based Share Awards

Service-based share awards include stock options and restricted stock units, and typically vest over a i four-year period commencing on the date of grant subject to continued service with the Company. Upon termination of an employee’s employment, any unvested service-based share awards are forfeited unless otherwise provided in an employee’s employment agreement. Share units are awarded to directors and vest within i one year. We recognize the expense for service-based share awards over the requisite service period on a straight-line basis, net of estimated forfeitures.

There was $ i 45.4 million of total estimated unrecognized stock-based compensation expense related to the service-based share awards as of December 31, 2021, which is expected to be recognized over a weighted-average period of i 2.5 years.

Performance-based Share Awards

Performance-based share awards include restricted stock units. The purpose of such awards is to align management’s compensation with our financial performance and other operational objectives and, in certain cases, to retain key employees over a specified performance period. Awards granted under this category are based on the achievement of various targeted financial measures as defined by the Plan. The awards are earned based on actual results achieved compared to targeted amounts. Stock-based compensation expense related to these awards is recognized over a i three-year vesting period under the accelerated attribution method if and when we conclude that it is probable that the performance conditions will be achieved.

There was $ i 8.2 million of total estimated unrecognized stock-based compensation expense as of December 31, 2021, assuming various target attainments related to the performance-based share awards, which is expected to be recognized over a weighted-average period of i 1.8 years.

Market-based Share Awards

Market-based share awards include restricted stock units. The purpose of such awards is to align management’s compensation with the performance of our common stock relative to the market. Awards granted under this category are dependent on our total shareholder returns relative to a specified peer group of companies over i three-year performance periods with vesting based on three annual performance segments from the grant dates. Fair values of the awards were estimated at the date of the grants using the Monte Carlo pricing model. The Compensation Committee of our Board determines the number of awards that will vest considering overall performance over the three-year performance period following the completion of a performance period. Stock-based compensation expense related to these awards is recognized over the three-year vesting periods under the accelerated attribution method.

There was $ i 5.2 million of total estimated unrecognized stock-based compensation expense as of December 31, 2021, which is expected to be recognized over a weighted-average period of i 1.7 years.

Restricted Stock Units

The following table summarizes the activity for restricted stock units during the periods presented:


				Weighted-Average
(In thousands, except per share amounts)	Shares			Grant Date Fair Value
Unvested restricted stock units as of December 31, 2018		i 7,950		$	i 12.81
Awarded		i 4,777			i 10.15
Vested		( i 2,360	)		i 12.62
Forfeited		( i 1,453	)		i 12.20
Unvested restricted stock units as of December 31, 2019		i 8,914			i 11.53
Awarded		i 5,607			i 6.88
Vested		( i 2,756	)		i 11.69
Forfeited		( i 2,097	)		i 10.79
Unvested restricted stock units as of December 31, 2020		i 9,668			i 8.95
Awarded		i 3,010			i 15.50
Vested		( i 3,051	)		i 9.52
Forfeited		( i 1,407	)		i 11.63
Unvested restricted stock units as of December 31, 2021		i 8,220		$	i 10.68

Net Share-settlements

Upon vesting, restricted stock units are generally net share-settled upon vesting 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 that vested during the years ended December 31, 2021, 2020 and 2019 were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory tax obligations for the applicable income and other employment taxes and remitted the equivalent amount of cash to the appropriate taxing authorities. Total payments for the employees’ minimum statutory tax obligations are reflected as a financing activity within the accompanying consolidated statements of cash flows. The total shares withheld during the years ended December 31, 2021, 2020 and 2019 were i 904 thousand, i 808 thousand and i 705 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 at the vesting date.

The following activity occurred under the Plan:


	Year Ended December 31,
(In thousands)	2021		2020		2019
Total fair value of share awards vested	$	i 29,045	$	i 32,218	$	i 29,793

Stock Options

The following table summarizes the status of stock options outstanding and the changes during the periods presented:

Options

Weighted-Average

Options

Weighted-Average

(In thousands, except per share amounts)

Outstanding

Exercise Price

Exercisable

Exercise Price

Balance as of December 31, 2018

i 1,332

i 13.69

i 1,332

i 13.69

Options granted

i 0

i 0.00

Options exercised

i 0

i 0.00

Options forfeited

( i 98

)

i 14.01

Balance as of December 31, 2019

i 1,234

i 13.67

i 1,234

i 13.67

Options granted

i 0

i 0.00

Options exercised

i 0

i 0.00

Options forfeited

( i 1,234

)

i 13.67

Balance as of December 31, 2020

i 0

i 0.00

i 0

i 0.00

Options granted

i 0

i 0.00

Options exercised

i 0

i 0.00

Options forfeited

i 0

i 0.00

Balance as of December 31, 2021

i 0

i 0.00

i 0

i 0.00

We estimated the fair value of our service-based stock option awards on the date of grant using the Black-Scholes-Merton option-pricing model. Option valuation models, including the Black-Scholes-Merton option-pricing model, require the input of certain assumptions that involve judgment. Changes in the input assumptions can materially affect the fair value estimates and, ultimately, how much we recognize as stock-based compensation expense. Our stock options had a contractual term of i 7 years.

The aggregate intrinsic value of stock options outstanding or exercisable as of December 31, 2021 was i i zero / , as all outstanding stock options were forfeited as of December 31, 2020. The intrinsic value of stock options outstanding represents the amount that would have been received by the option holders had all option holders exercised their stock options as of that date.

Allscripts Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to authorize payroll deductions of up to i 20% of their base salary to be applied toward the purchase of full shares of common stock on the last business day of each offering period. Offering periods under the ESPP are three months in duration and begin on each March 1st, June 1st, September 1st, and December 1st. Shares are purchased on the last day of each offering period at a discount of i 15% to the fair market value of our common stock as reported on Nasdaq based on the lower of the closing price either on the first or last business day of each offering period. Employees are limited to purchasing shares under the ESPP having a collective fair market value no greater than $ i 25,000 in any one calendar year. The shares available for purchase under the ESPP may be drawn from either authorized but previously unissued shares of common stock or from reacquired shares of common stock, including shares purchased by us in the open market and held as treasury shares.

We treat the ESPP as a compensatory plan in accordance with GAAP. For the years ended December 31, 2021 and 2020, we purchased i 0.9 million and i 2.0 million shares, respectively, under the ESPP.

13. Stockholders’ Equity

Stock Repurchases

On August 2, 2018, we announced that our Board approved a stock purchase program (the “2018 Program”) under which we could repurchase up to $ i 250 million of our common stock through December 31, 2020. During 2020, we repurchased i 10.6 million shares of our common stock under the 2018 Program for a total of $ i 102.0 million.

On November 18, 2020, we announced that our Board approved a stock purchase program (the “2020 Program”) under which we could repurchase up to $ i 300 million of our common stock through December 31, 2021. The 2020 Program replaced the 2018 Program, and we fully utilized all remaining authorization under the 2020 Program by May of 2021. During 2021, we repurchased i 5.6 million shares of our common stock under the 2020 Program, which was inclusive of the shares we received at final settlement of the accelerated share repurchase program we entered into on November 30, 2020, described below. During the fourth quarter of 2020, we repurchased i 14.1 million of our common stock under the 2020 Program, which was inclusive of the initial shares repurchased through the accelerated share repurchase program we entered into on November 30, 2020, described below.

On May 26, 2021, we announced that our Board approved a new stock purchase program (the "2021 Program") under which we may repurchase up to $ i 350 million of our common stock, with no termination date. The 2021 Program replaced the 2020 Program, and we fully utilized all remaining authorization under the 2021 Program by December 31, 2021. During 2021, we repurchased i 20.4 million shares of our common stock under the 2021 Program. This is inclusive of the shares we received at initial and final settlement of the accelerated share repurchase program we entered into on June 14, 2021, described below.

On November 30, 2020, we entered into separate Master Confirmations (each, a “Master Confirmation”) and Supplemental Confirmations (each, together with the related Master Confirmation, an “ASR Agreement”), with JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association (each, an “ASR Counterparty”, or collectively, the “ASR Counterparties”), to purchase shares of our common stock for a total payment of $ i 200.0 million (the “Prepayment Amount”). Under the terms of the ASR Agreements, on November 30, 2020, we paid the Prepayment Amount to the ASR Counterparties and received on December 2, 2020 an initial delivery of approximately i 11.7 million shares of our common stock, which is approximately i 80% of the total number of shares that could be repurchased under the ASR Agreements if the final purchase price per share equaled the closing price of our common stock on November 30, 2020. These repurchased shares became treasury shares and were recorded as a $ i 165.7 million reduction to shareholder’s equity. The remaining $ i 34.3 million of the Prepayment Amount was recorded as a reduction to shareholders’ equity as an unsettled forward contract indexed to our common stock. The total number of shares received under the ASR Agreements, after final settlement, was based on the average daily volume weighted average price of our common stock during the repurchase period, less an agreed upon discount. Final settlement of the ASR Agreements occurred in May 2021, resulting in the receipt of i 1.6 million additional shares, which yielded a weighted-average share repurchase price of approximately $ i 15.07.

On June 14, 2021, we entered into Supplemental Confirmations (each, a “June 2021 Supplemental Confirmation”) to the Master Confirmations dated November 30, 2020 (each, as supplemented by the corresponding June 2021 Supplemental Confirmation, a “June 2021 ASR Agreement”), with each of the ASR Counterparties, to purchase shares of our common stock for a total payment of $ i 200.0 million (the “June 2021 Prepayment Amount”). Under the terms of the June 2021 ASR Agreements, on June 14, 2021, we paid the June 2021 Prepayment Amount to the ASR Counterparties and received on June 16, 2021 an initial delivery of approximately i 9.1 million shares of our common stock, which is approximately i 80% of the total number of shares that could be repurchased under the June 2021 ASR Agreements if the final purchase price per share equaled the closing price of our common stock on June 14, 2021. These repurchased shares became treasury shares and were recorded as a $ i 161.2 million reduction to stockholders’ equity. The remaining $ i 38.8 million of the June 2021 Prepayment Amount was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our common stock. The total number of shares received under the June 2021 ASR Agreements, after final settlement, was based on the average daily volume weighted average price of our common stock during the repurchase period, less an agreed upon discount. Final settlement of the June 2021 ASR Agreements occurred in August 2021, resulting in the receipt of i 2.4 million additional shares, which yielded a weighted-average share repurchase price of approximately $ i 17.28.

On January 24, 2022, we announced that our Board approved a new stock purchase program (the "2022 Program") under which we may repurchase up to $ i 250 million of our common stock. The 2022 Program replaced the 2021 Program and has no termination date. 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 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.

Issuance of Common Stock and Warrants

On December 31, 2020, we completed the issuance of a warrant to a commercial partner, as part of a new and expanded commercial relationship, pursuant to which the warrant holder has the right to purchase i 1.5 million shares of our common stock at an exercise price of $ i 9.82 per share (the closing price of the Company’s common stock on the date definitive agreements with respect to the new and expanded commercial relationship were executed), subject to customary anti-dilution adjustments. The warrant vests in i four equal annual installments of i 375 thousand shares beginning on December 31, 2020 with each additional installment vesting annually thereafter. The warrant expires on December 31, 2026 and becomes void if certain specified changes to the parties’ commercial relationship occur. The warrant was issued and sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act and rules promulgated thereunder and corresponding provisions of state securities laws. The commercial partner is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The warrant is not actively traded and was valued based on an option pricing model that used observable and unobservable market data for inputs. The warrant was valued at $ i 12.4 million and is being amortized into earnings over the i three-year vesting period. The amortization of the warrant value is included in stock-based compensation expense in the accompanying consolidated statements of cash flows. As of December 31, 2021, the vested installments of the warrant have not been exercised.

On June 30, 2016, we issued to a commercial partner, as part of an overall commercial relationship, unregistered warrants to purchase (i) i 900,000 shares of our common stock, par value $ i 0.01 per share, at a price per share of $ i 12.47, (ii) i 1,000,000 shares of our common stock at a price per share of $ i 14.34 and (iii) i 1,100,000 shares of our common stock at a price per share of $ i 15.59, in each case subject to customary anti-dilution adjustments. The warrants vested in i four equal annual installments of i 750 thousand shares beginning in June 2017 and expire in i June 2026. Our issuance of the warrants was a private placement exempt from registration pursuant to Section 4(a)(2) under the Securities Act. These warrants are not actively traded and were valued based on an option pricing model that used observable and unobservable market data for inputs. The warrants were valued at $ i 11 million and were amortized into earnings over the i four-year vesting period. The amortization expense is included as a reduction to revenue in the accompanying consolidated statements of operations. On December 30, 2020, the commercial partner exercised its warrants to purchase i 900,000 shares on a cashless basis. Based on a price per share of $ i 14.18, which was calculated in accordance with the agreement, it resulted in a delivery of i 108 thousand shares. As of December 31, 2021, i no additional warrants have been exercised.

In June 2013, in connection with the issuance of the 1.25% Notes, we issued the 1.25% Warrants exercisable for i 20.1 million shares of our common stock (subject to anti-dilution adjustments under certain circumstances) with an initial exercise price of $ i 23.135 per share, subject to customary adjustments. The net proceeds from the sale of the 1.25% Warrants of $ i i 51.2 / million are included as additional paid in capital in the accompanying consolidated balance sheets as of December 31, 2021 and 2020. i The 1.25% Warrants began to expire on i October 1, 2020, with expiration continuing to expire over the next i 70 trading days. The 1.25% Warrants are exercisable only upon expiration. All of the 1.25% Warrants expired by the end of the first quarter in 2021, and none were exercised. /

Issuance of 0.875% Convertible Senior Notes

In December 2019, we issued the i 0.875% Convertible Senior Notes that, at the option of the holders, may be converted into cash, Allscripts’ common stock or a combination of cash and Allscripts’ common stock. The issuance of the 0.875% Convertible Senior Notes generated a $ i 40.1 million equity component for the embedded conversion option, which was recorded as Additional paid-in capital within the consolidated balance sheets as a discount that will be accreted into interest expense through i January 1, 2027 using the interest method. The carrying value of the embedded conversion option was $ i 10.9 million as of December 31, 2021. Refer to Note 10, “Debt” for further information regarding the 0.875% Convertible Senior Notes and embedded conversion option, including the Trading Price Trigger.

14. 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 per share, the denominator includes both the weighted average shares of common stock outstanding and dilutive common stock equivalents. Dilutive common stock equivalents consist of stock options, restricted stock unit awards and warrants calculated under the treasury stock method.

The calculations of earnings (loss) per share are as follows:

Year Ended December 31,

(In thousands, except per share amounts)

2021

2020

2019

Basic earnings (loss) per Common Share:

Income (loss) from continuing operations, net of tax

i 133,975

( i 132,619

)

( i 238,411

)

Net loss attributable to non-controlling interests

i 0

i 424

Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders

i 133,975

( i 132,619

)

( i 237,987

)

Income from discontinued operations, net of tax

i 463

i 833,026

i 55,809

Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders

i 134,438

i 700,407

( i 182,178

)

Weighted-average common shares outstanding

i 130,140

i 159,281

i 166,306

Basic earnings (loss) from continuing operations per Common Share

i 1.03

( i 0.83

)

( i 1.43

)

Basic earnings from discontinued operations per Common Share

i 0.00

i 5.23

i 0.33

Net earnings (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per Common Share

i 1.03

i 4.40

( i 1.10

)

Diluted earnings (loss) per Common Share:

Income (loss) from continuing operations, net of tax

i 133,975

( i 132,619

)

( i 238,411

)

Net loss attributable to non-controlling interests

i 0

i 424

Net income (loss) from continuing operations attributable to Allscripts Healthcare Solutions, Inc. stockholders

i 133,975

( i 132,619

)

( i 237,987

)

Income from discontinued operations, net of tax

i 463

i 833,026

i 55,809

Net income (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders

i 134,438

i 700,407

( i 182,178

)

Weighted-average common shares outstanding

i 130,140

i 159,281

i 166,306

Plus: Dilutive effect of stock options, restricted stock unit awards and warrants

i 8,518

i 0

Weighted-average common shares outstanding assuming dilution

i 138,658

i 159,281

i 166,306

Diluted earnings (loss) from continuing operations per Common Share

i 0.97

( i 0.83

)

( i 1.43

)

Diluted earnings from discontinued operations per Common Share

i 0.00

i 5.23

i 0.33

Net earnings (loss) attributable to Allscripts Healthcare Solutions, Inc. stockholders per Common Share

i 0.97

i 4.40

( i 1.10

)

As a result of the loss from continuing operations, net of tax for the years ended December 31, 2020 and 2019, we used basic weighted-average common shares outstanding in the calculation of diluted earnings (loss) per share, since the inclusion of any stock equivalents would be anti-dilutive.

The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive:

Year Ended December 31,

(In thousands)

2021

2020

2019

Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation

i 0

i 42,845

i 27,945

15. Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Changes in the balances of each component included in accumulated other comprehensive loss (“AOCI”) are presented in the tables below. All amounts are net of tax and exclude non-controlling interest.

(In thousands)

Foreign Currency Translation Adjustments

Unrealized Net Gains (Losses) on Foreign Exchange Contracts

Total

Balance as of December 31, 2018 (1)

( i 5,584

)

i 195

( i 5,389

)

Other comprehensive income (loss) before reclassifications

i 1,192

i 61

i 1,253

Net (gains) losses reclassified from accumulated other comprehensive loss

i 0

( i 256

)

( i 256

)

Net other comprehensive income (loss)

i 1,192

( i 195

)

i 997

Balance as of December 31, 2019 (1)

( i 4,392

)

i 0

( i 4,392

)

Other comprehensive income (loss) before reclassifications

i 1,435

i 1,587

i 3,022

Net (gains) losses reclassified from accumulated other comprehensive loss

i 0

( i 468

)

( i 468

)

Net other comprehensive income (loss)

i 1,435

i 1,119

i 2,554

Balance as of December 31, 2020 (2)

( i 2,957

)

i 1,119

( i 1,838

)

Other comprehensive (loss) income before reclassifications

( i 69

)

i 351

i 282

Net (gains) losses reclassified from accumulated other comprehensive loss

i 0

( i 1,209

)

( i 1,209

)

Net other comprehensive (loss) income

( i 69

)

( i 858

)

( i 927

)

Balance as of December 31, 2021 (3)

( i 3,026

)

i 261

( i 2,765

)

(1)

Tax effects for the years ended December 31, 2019 and 2018 include $ i i 149 / thousand arising from the revaluations of tax effects included in accumulated other comprehensive income.

(2)

Net of taxes of $ i 390 thousand for unrealized net gains on foreign exchange contract derivatives.

(3)

Net of taxes of $ i 91 thousand for unrealized net gains on foreign exchange contract derivatives.

Income Tax Effects Related to Components of Other Comprehensive Loss

The following tables reflect the tax effects allocated to each component of other comprehensive loss (“OCI”):

Year Ended December 31, 2021

(In thousands)

Before-Tax Amount

Tax Effect

Net Amount

Foreign currency translation adjustments

( i 69

)

i 0

( i 69

)

Derivatives qualifying as cash flow hedges:

Foreign exchange contracts:

Net gains (losses) arising during the period

i 473

( i 122

)

i 351

Net (gains) losses reclassified into income

( i 1,630

)

i 421

( i 1,209

)

Net change in unrealized (losses) gains on foreign exchange contracts

( i 1,157

)

i 299

( i 858

)

Other comprehensive (loss) income

( i 1,226

)

i 299

( i 927

)

Year Ended December 31, 2020

(In thousands)

Before-Tax Amount

Tax Effect

Net Amount

Foreign currency translation adjustments

i 1,435

i 0

i 1,435

Derivatives qualifying as cash flow hedges:

Foreign exchange contracts:

Net gains (losses) arising during the period

i 2,139

( i 552

)

i 1,587

Net (gains) losses reclassified into income

( i 630

)

i 162

( i 468

)

Net change in unrealized gains (losses) on foreign exchange contracts

i 1,509

( i 390

)

i 1,119

Other comprehensive income (loss)

i 2,944

( i 390

)

i 2,554

Year Ended December 31, 2019

(In thousands)

Before-Tax Amount

Tax Effect

Net Amount

Foreign currency translation adjustments

i 1,192

i 0

i 1,192

Derivatives qualifying as cash flow hedges:

Foreign exchange contracts:

Net gains (losses) arising during the period

i 82

( i 21

)

i 61

Net (gains) losses reclassified into income

( i 344

)

i 88

( i 256

)

Net change in unrealized (losses) gains on foreign exchange contracts

( i 262

)

i 67

( i 195

)

Other comprehensive income

i 930

i 67

i 997

16. Derivative Financial Instruments

The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates:


	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	$	i 352
Total derivatives		$	i 352


	December 31, 2020
	Asset Derivatives
(In thousands)	Balance Sheet Location	Fair Value
Derivatives qualifying as cash flow hedges:
Foreign exchange contracts	Prepaid expenses and other current assets	$	i 1,509
Total derivatives		$	i 1,509

N/A – We define “N/A” as disclosure not being applicable

Foreign Exchange Contracts

We have entered into non-deliverable forward foreign currency exchange contracts with reputable banking counterparties to hedge a portion of our forecasted future 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 December 31, 2021, there were i 12 forward contracts outstanding that when entered into were staggered to mature monthly starting in January 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 December 31, 2021, the notional amount for each of the outstanding forward contracts ranged from i 50 to i 250 million INR, or the equivalent of $ i 0.7 million to $ i 3.4 million, based on the exchange rate between the United States dollar and the INR in effect as of December 31, 2021. These amounts also approximate the forecasted future INR expenses we target to hedge in any one month in the future. As of December 31, 2021, we estimate that $ i 0.4 million of net unrealized derivative gains included in accumulated other comprehensive income will be reclassified into income within the next i 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 in OCI

Location of Gain (Loss) Reclassified from
AOCI into Income

Amount of Gain (Loss) Reclassified
from AOCI into Income

Year Ended December 31,

(In thousands)

2021

2020

2019

2021

2020

2019

Foreign exchange contracts

i 473

i 2,139

i 82

Cost of Revenue

i 611

i 249

i 124

Selling, general and
administrative
expenses

i 351

i 122

i 83

Research and
development

i 668

i 259

i 137

1.25% Call Option

In June 2013, concurrent with the issuance of the 1.25% Notes, we entered into the 1.25% Call Option with certain of the initial purchasers of the 1.25% Notes (the “Option Counterparties”). Assuming full performance by the Option Counterparties, the 1.25% Call Option was intended to offset cash payments in excess of the principal amount due upon any conversion of the 1.25% Notes. On i July 1, 2020, the i 1.25% Notes matured and were repaid in full, and the 1.25% Call Option expired.

Aside from the initial payment of a premium to the Option Counterparties of $ i 82.8 million for the 1.25% Call Option, we were not required to make any cash payments to the Option Counterparties under the 1.25% Call Option, and, subject to the terms and conditions thereof, would have been entitled to receive from the Option Counterparties an amount of cash, generally equal to the amount by which the market price per share of our common stock exceeded the strike price of the 1.25% Call Option during the relevant valuation period. The strike price under the 1.25% Call Option was equal to the conversion price of the 1.25% Notes of $ i 17.19 per share of our common stock.

The 1.25% Call Option, which was indexed to our common stock, was a derivative asset that required mark-to-market accounting treatment, due to the cash settlement features, until the 1.25% Call Option settled or expired. The 1.25% Call Option was measured and reported at fair value on a recurring basis within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the 1.25% Call Option, refer to Note 6, “Fair Value Measurements and Other Investments.”

The 1.25% Call Option did not qualify for hedge accounting treatment. Therefore, the change in fair value of this instrument was recognized immediately in our consolidated statements of operations in Other income (loss), net. Because the terms of the 1.25% Call Option were substantially similar to those of the 1.25% Notes embedded cash conversion option, discussed next, we expected the net effect of those two derivative instruments on our results of operations to be minimal.

1.25% Notes Embedded Cash Conversion Option

The embedded cash conversion option within the 1.25% Notes was required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value recognized immediately in our consolidated statements of operations in Other income (loss), net until the cash conversion option settled or expired. The cash conversion option expired without ever having required settlement prior to the maturity of the 1.25% Notes. The initial fair value liability of the embedded cash conversion option was $ i 82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). The embedded cash conversion option was measured and reported at fair value on a recurring basis within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the embedded cash conversion option, refer to Note 6, “Fair Value Measurements and Other Investments.”

The following table shows the net impact of the changes in fair values of the i 1.25% Call Option and i 1.25% Notes’ embedded cash conversion option in the consolidated statements of operations:


	Year Ended December 31,
(In thousands)	2021		2020			2019
1.25% Call Option	$	i 0	$	( i 84	)	$	( i 9,020	)
1.25% Embedded cash conversion option		i 0		i 185			i 9,789
Net income included in Other income (loss), net	$	i 0	$	i 101		$	i 769

17. Commitments

Commitment with Strategic Partner

In October 2021, we completed renegotiations with Atos to improve the operating cost structure of our private cloud hosting operations from the previous agreement in 2019. The new agreement has changed from a base fee plus volume-based services to a fully volume-based services agreement with minimal fixed fees currently projected using volumes estimated based on historical actuals and forecasted projections. Given that the new agreement does not require a base fee, we no longer have a commitment to our private cloud hosting partner. The expenses under our agreements with Atos are included in cost of revenue in our consolidated statements of operations. i Expenses related to our agreements with Atos, prior to the new agreement with no commitments, are as follows:


	Year Ended December 31,
(In thousands)	2021		2020		2019
Expenses incurred under Atos agreements with base fees	$	i 57,885	$	i 102,730	$	i 100,089

18. Discontinued Operations

EPSi and CarePort Discontinued Operations

During 2020, we implemented a strategic initiative to sell i 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. These businesses are reported together as discontinued operations for all periods presented.

On October 15, 2020, we completed the sale of our EPSi business in exchange for $ i 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. Prior to the sale, EPSi was part of the former Unallocated category as it did not meet the requirements to be a reportable segment nor the criteria to be aggregated into our i 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. Refer to Note 5, “Business Combinations and Divestitures” for additional information about this transaction.

On December 31, 2020, we completed the sale of our CarePort business in exchange for $ i 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. 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. Refer to Note 5, “Business Combinations and Divestitures” for additional information about this transaction.

The following table summarizes the major classes of assets and liabilities of EPSi and CarePort, as reported on the consolidated balance sheets as of December 31, 2021 and 2020:


(In thousands)	December 31, 2021		December 31, 2020
Carrying amounts of major classes of liabilities associated with EPSi and CarePort included as part of discontinued operations:
Accrued expenses	$	i 0	$	i 6,669
Income tax payable		i 0		i 316,142
Total current liabilities attributable to discontinued operations	$	i 0	$	i 322,811

The following table summarizes the major income and expense line items of EPSi and CarePort as reported in the consolidated statement of operations for the years ended December 31, 2021, 2020 and 2019. The activity during 2021 relates to certain adjustments made in connection with the sale of EPSi and CarePort, which primarily relate to net working capital adjustments that impacted the gain on the sale of the discontinued operations.

Year ended December 31,

(In thousands)

2021

2020

2019

Major income and expense line items related to EPSi and CarePort:

Revenue:

Software delivery, support and maintenance

i 6

i 122,791

i 122,268

Client services

i 0

i 14,030

i 16,763

Total revenue

i 6

i 136,821

i 139,031

Cost of revenue:

Software delivery, support and maintenance

( i 178

)

i 11,424

i 12,482

Client services

i 154

i 15,585

i 15,124

Amortization of software development and acquisition-related assets

i 0

i 9,053

i 8,166

Total cost of revenue

( i 24

)

i 36,062

i 35,772

Gross profit

i 30

i 100,759

i 103,259

Selling, general and administrative expenses

i 79

i 15,539

i 18,964

Research and development

( i 32

)

i 8,269

i 9,065

Amortization of intangible assets

i 0

i 29

(Loss) income from discontinued operations for EPSi and CarePort

( i 17

)

i 76,922

i 75,201

Interest expense

i 0

( i 5,241

)

i 0

Other income (loss), net

i 2

( i 192

)

i 2

Gain on sale of discontinued operations

i 647

i 1,156,504

i 0

Income from discontinued operations for EPSi and CarePort before income taxes

i 632

i 1,227,993

i 75,203

Income tax provision (1)

( i 169

)

( i 394,926

)

( i 19,417

)

Income from discontinued operations, net of tax for EPSi and CarePort (2)

i 463

i 833,067

i 55,786

(1)

Income tax provision does not agree to the consolidated statement of operations for the year ended December 31, 2019 due to residual amounts related to Netsmart (as defined below). Refer to Note 20, "Supplemental Disclosures" for additional information.

(2)

Income from discontinued operations, net of tax for EPSi and CarePort does not agree to the consolidated statement of operations for the years ended December 31, 2020 and 2019 due to residual amounts related to Netsmart (as defined below). Refer to Note 20, "Supplemental Disclosures" for additional information.

19. Business Segments

We primarily derive our revenues from sales of our proprietary software (either as a direct license sale or under a subscription delivery model), which also serves as the basis for our recurring service contracts for software support and maintenance and certain transaction-related services. In addition, we provide various other client services, including installation, and managed services, such as outsourcing, private cloud hosting and revenue cycle management.

During the third quarter of 2021, we realigned our reporting structure due to certain organizational changes. As a result, we had i 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 are the equivalent to the two current reportable segments described below.

The new reportable segments are (i) Hospitals and Large Physician Practices and (ii) Veradigm. The new Hospitals and Large Physician Practices segment derives its revenue from the sale of integrated clinical and financial management solutions, which primarily include EHR-related software, related installation, support and maintenance, outsourcing and private cloud hosting. The new Veradigm segment derives its revenue from payer and life sciences solutions, which are mainly targeted at payers, life sciences companies and other key healthcare stakeholders. Additionally, revenue is 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 enable clients to transition, analyze, coordinate care and improve the quality, efficiency and value of healthcare delivery across the entire care community. The “Unallocated Amounts” category consists 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 do not meet the requirements to be reportable segments nor the criteria to be aggregated into the i two reportable segments. The segment disclosures below for the years ended December 31, 2020 and 2019 have been revised to conform to the current year presentation.

Our Chief Operating Decision Maker (“CODM”) uses segment revenues, gross profit and loss from operations as measures of performance and to make decisions about the allocation of resources. We do not track our assets by segment. i

Year Ended December 31,

(In thousands)

2021

2020

2019

Revenue:

Hospitals and Large Physician Practices

i 927,590

i 950,155

i 1,052,267

Veradigm

i 552,208

i 527,968

i 554,910

Unallocated Amounts

i 23,239

i 24,577

i 25,434

Total revenue

i 1,503,037

i 1,502,700

i 1,632,611

Gross profit:

Hospitals and Large Physician Practices

i 330,720

i 293,672

i 317,776

Veradigm

i 272,540

i 254,631

i 274,103

Unallocated Amounts

i 16,305

i 17,392

i 18,408

Total gross profit

i 619,565

i 565,695

i 610,287

Income (loss) from operations:

Hospitals and Large Physician Practices

( i 7,231

)

( i 154,315

)

( i 132,593

)

Veradigm

i 81,456

i 38,338

i 51,195

Unallocated Amounts

i 2,974

( i 14,903

)

( i 18,291

)

Total income (loss) from operations

i 77,199

( i 130,880

)

( i 99,689

)

20. Supplemental Disclosures

The majority of the restricted cash balance as of December 31, 2021 represents lease deposits. The majority of the restricted cash balance as of December 31, 2020 represents lease deposits and an escrow account established as part of the acquisition of Netsmart LLC ("Netsmart") in 2016, to be used by Netsmart to facilitate the integration of Allscripts' former HomecareTM business.


	December 31,
(In thousands)	2021		2020
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	i 188,351	$	i 531,104
Restricted cash		i 2,169		i 6,361
Total cash, cash equivalents and restricted cash	$	i 190,520	$	i 537,465


	Year Ended December 31,
(In thousands)	2021		2020		2019
Cash paid during the period for:
Interest, including convertible senior notes	$	i 4,993	$	i 24,616	$	i 23,917
Income taxes paid, net of tax refunds	$	i 330,473	$	i 76,595	$	i 42,972
Non-cash transactions:
Sale of 2bPrecise business in exchange for a non-controlling interest in the combined entity	$	i 11,768	$	i 0	$	i 0
Issuance of treasury stock to commercial partner	$	i 534	$	i 752	$	i 701

Accrued expenses consist of the following:


	December 31,
(In thousands)	2021		2020
Royalties, certain third-party product costs and licenses	$	i 39,146	$	i 37,841
Other		i 53,379		i 62,421
Total Accrued expenses	$	i 92,525	$	i 100,262

Other consists of various accrued expenses and no individual item accounted for more than i 5% of the current liabilities balance at the respective balance sheet dates.

Prepaid and other current assets consists of the following:


	December 31,
(In thousands)	2021		2020
Prepaid assets	$	i 116,640	$	i 132,944
Other current assets		i 2,302		i 3,320
Total Prepaid and other current assets	$	i 118,942	$	i 136,264

Other assets consist of the following:


	December 31,
(In thousands)	2021		2020
Long-term deferred hosting fees	$	i 0	$	i 11,025
Long-term prepaid commissions		i 27,031		i 27,882
Investments in non-marketable securities		i 61,553		i 35,805
Long-term deposits and other assets		i 12,576		i 16,916
Total Other assets	$	i 101,160	$	i 91,628

21. Geographic Information

Revenues are attributed to geographic regions based on the location where the sale originated. Our revenues by geographic area are summarized below:

Year Ended December 31,

(In thousands)

2021

2020

2019

United States

i 1,433,301

i 1,439,737

i 1,562,107

Canada

i 16,013

i 15,624

i 16,495

Other international

i 53,723

i 47,339

i 54,009

Total

i 1,503,037

i 1,502,700

i 1,632,611

A summary of our long-lived assets, comprised of fixed assets by geographic area, is presented below:


	December 31,
(In thousands)	2021		2020
United States	$	i 40,183	$	i 62,016
India		i 4,628		i 5,876
Israel		i 1,958		i 2,611
Canada		i 127		i 187
Other international		i 1,006		i 1,472
Total	$	i 47,902	$	i 72,162

22. 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”) related to the Horizon Clinicals software from the U.S. Attorney’s Office for the Eastern District of New York. In August 2018, McKesson received an additional CID (together with the May 2017 CID, the “McKesson CIDs”), which relates 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 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. See risk factor entitled “The failure by Practice Fusion to comply with the terms of its settlement agreements with the DOJ could have a material and adverse impact on our business, results of operations and financial condition, and, even if Practice Fusion complies with those settlement agreements, the costs and burdens of compliance could be significant, and we may face additional investigations and proceedings from other governmental entities or third parties related to the same or similar conduct underlying the agreements with the DOJ.” The terms of Settlement Agreements resolved, among other things, allegations that Practice Fusion, long before its acquisition by Allscripts and concerning conduct about which Allscripts was unaware at the time of the acquisition, violated the AKS through the manner by which a sponsored Clinical Decision Support arrangement was sold to an opioid manufacturer and other AKS allegations made by the DOJ against Practice Fusion as well as False Claims Act allegations pertaining to Meaningful Use payments the federal government made to users of Practice Fusion’s EHR system. The Settlement Agreements also required Practice Fusion to pay a criminal fine of $ i 25.3 million, a forfeiture payment of $ i 959,700 and a civil settlement of $ i 118.6 million, which included $ i 5.2 million designated for the state Medicaid program expenditures, all of which, as of December 31, 2020, have been 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, and in February 2022, Practice Fusion reached an agreement in principle with the U.S. Attorney's Office for the District of Vermont to resolve the matter without finding of a breach.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Form 10-K.

Based on management’s evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures are designed to, and were effective as of December 31, 2021 to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the guidelines established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021. We reviewed the results of management’s assessment with the Audit Committee of our Board. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our chief executive officer and chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that we have detected all control issues and instances of fraud, if any, within our Company. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information concerning our executive officers required by this Item is incorporated by reference from Part I, Item 1 of this Form 10-K, under the heading “Information about our Executive Officers.”

Other information required by this Item is incorporated by reference from the information contained under the proposal “Election of Directors,” the heading “Directors,” and the subheadings “Code of Conduct” and “Audit Committee Financial Experts” under the heading “Corporate Governance” in our 2022 Proxy Statement (the “2022 Proxy Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”) within 120 days after December 31, 2021.

Item 11. Executive Compensation

The information required by this Item is incorporated by reference from information contained under the headings “Compensation Discussion and Analysis” and “Executive Compensation” and the subheadings “Board Oversight of Risk Management,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation of Directors” under the heading “Corporate Governance” in the 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference from information contained under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required by this Item is incorporated by reference from information contained under the subheadings “Certain Relationships and Related Transactions” and “Board Meetings” under the heading “Corporate Governance” in the 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021.

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference from information contained under the subheadings “Fees and Related Expenses Paid to Auditors” and “Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm” under the proposal “Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

Our consolidated financial statements are included in Part II of this Form 10-K:


	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number i 248)		50
Report of Independent Registered Public Accounting Firm		52
Consolidated Balance Sheets as of December 31, 2021 and 2020		53
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019		55
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019		56
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019		57
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019		58
Notes to Consolidated Financial Statements		59

(a)(2) Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts

Charged to

Balance at

Expenses/

Write-Offs,

Balance at

Beginning of

Against

Net of

End of

(In thousands)

Year

Revenue

Recoveries

Year

Allowance for doubtful accounts and sales credits

Year ended December 31, 2019

i 25,826

i 3,467

( i 7,288

)

i 22,005

All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

(a)(3) Exhibits

Exhibit Number

Exhibit Description

Purchase Agreement, dated as of August 1, 2017, by and between McKesson Corporation and Allscripts Healthcare, LLC.

Furnished Herewith

Form

Exhibit

Filing Date

2.1

8-K

2.1

August 4, 2017

2.2

Amendment No. 1 to Purchase Agreement, dated as of October 2, 2017, by and between McKesson Corporation and Allscripts Healthcare, LLC.

10-Q

2.3

November 9, 2017

2.3

Asset Purchase Agreement, dated as of February 15, 2018, by and among Hyland Software, Inc., Allscripts Healthcare, LLC, PF2 EIS LLC, Allscripts Software, LLC and Allscripts Healthcare Solutions, Inc.

8-K

2.1

February 16, 2018

2.4

Agreement and Plan of Merger, dated as of January 5, 2018, by and among Allscripts Healthcare, LLC, Presidio Sub, Inc., Practice Fusion, Inc. and Fortis Advisors LLC, as representative of the Holders

10-Q

2.2

May 8, 2018

2.5

Agreement and Plan of Merger, dated as of April 27, 2018, by and among Allscripts Healthcare, LLC, FollowMyHealth Merger Sub, Inc., Health Grid Holding Company, the persons listed on the schedules thereto and Raj Toleti in his capacity as the representative of the Stockholders

10-Q

2.2

August 6, 2018

2.6

Unit Purchase Agreement, dated as of December 7, 2018, by and among Allscripts Healthcare, LLC, Allscripts Next, LLC, Allscripts Healthcare Solutions, Inc. and the Purchasers named in the schedules thereto.

8-K

2.1

December 11, 2018

2.7

Asset Purchase Agreement, dated as of July 30, 2020, by and among Allscripts Healthcare Solutions, Inc., a Delaware corporation, Allscripts Healthcare, LLC, a North Carolina limited liability company, Allscripts Software, LLC, a Delaware limited liability company, Strata Decision Technology LLC, an Illinois limited liability company, and, solely for purposes of Article VI and Section 12.18 thereof, Roper Technologies, Inc.

8-K

2.1

August 3, 2020

2.8

Purchase Agreement, dated as of October 12, 2020, by and among Allscripts Healthcare, LLC, a North Carolina limited liability company, Carbonite Buyer, Inc., a Delaware corporation, and, solely for purposes of Section 9.13(f) thereof, WellSky Corporation, a Delaware corporation

8-K

2.1

October 15, 2020

3.1

Fifth Amended and Restated Certificate of Incorporation of Allscripts Healthcare Solutions, Inc.

10-K

3.1

February 29, 2016

3.2

By-Laws of Allscripts Healthcare Solutions, Inc.

8-K

3.1

August 20, 2015

4.1

Indenture, dated as of December 9, 2019, by and between Allscripts Healthcare Solutions, Inc. and U.S. Bank National Association

8-K

4.1

Form of 0.875% Convertible Senior Note due 2027 (included in Exhibit 4.1)

4.2

8-K

4.2

Exhibit Number

Exhibit Description

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Furnished Herewith

Form

Exhibit

Filing Date

4.3

10-K

4.3

February 26, 2021

10.1

Second Amended and Restated Credit Agreement, dated as of February 15, 2018, by and among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Fifth Third Bank, KeyBank National Association, SunTrust Bank, and Wells Fargo Bank, National Association, as Syndication Agents

8-K

10.1

February 15, 2018

10.2

First Amendment, dated as of August 7, 2019, to the Second Amended and Restated Credit Agreement, dated as of February 15, 2018, among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

8-K

10.2

August 9, 2019

10.3

Second Amendment, dated as of July 20, 2020, to the Second Amended and Restated Credit Agreement, dated as of February 16, 2018, among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A. as Administrative Agent

10-Q

10.2

July 31, 2020

10.4

Guarantee and Collateral Agreement, dated as of June 28, 2013, by and among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC and certain other subsidiaries party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K

10.2

July 2, 2013

10.5

Deferred Prosecution Agreement, dated January 27, 2020

8-K

10.1

January 28, 2020

10.6

Civil Settlement Agreement, dated January 26, 2020

8-K

10.2

January 28, 2020

10.7

Letter Agreement, dated April 8, 2020, between the U.S. Department of Justice and Practice Fusion, amending Exhibit A of the Civil Settlement Agreement dated January 26, 2020

10-Q

10.1

May 8, 2020

10.8

Capped call transaction confirmation, dated as of December 4, 2019, by and between JPMorgan Chase Bank, National Association, New York Branch and Allscripts Healthcare Solutions, Inc.

8-K

10.1

Capped call transaction confirmation, dated as of December 4, 2019, by and between Wells Fargo Bank, National Association and Allscripts Healthcare Solutions, Inc.

10.9

8-K

10.2

Capped call transaction confirmation, dated as of December 4, 2019, by and between Bank of America, N.A. and Allscripts Healthcare Solutions, Inc.

10.10

8-K

10.3

100

Exhibit Number

Exhibit Description

Capped call transaction confirmation, dated as of December 4, 2019, by and between Deutsche Bank AG, London Branch and Allscripts Healthcare Solutions, Inc.

Furnished Herewith

Form

Exhibit

Filing Date

10.11

8-K

10.4

Additional capped call transaction confirmation, dated as of December 18, 2019, by and between JPMorgan Chase Bank, National Association, New York Branch and Allscripts Healthcare Solutions, Inc.

10.12

8-K

10.1

Additional capped call transaction confirmation, dated as of December 18, 2019, by and between Wells Fargo Bank, National Association and Allscripts Healthcare Solutions, Inc.

10.13

8-K

10.2

Additional capped call transaction confirmation, dated as of December 18, 2019, by and between Bank of America, N.A. and Allscripts Healthcare Solutions, Inc.

10.14

8-K

10.3

Additional capped call transaction confirmation, dated as of December 18, 2019, by and between Deutsche Bank AG, London Branch and Allscripts Healthcare Solutions, Inc.

10.15

8-K

10.4

Allscripts Healthcare Solutions, Inc. Second Amended and Restated 2011 Stock Incentive Plan

10.16

†

8-K

10.1

May 24, 2017

10.17

†

Allscripts Healthcare Solutions, Inc. Amended and Restated 2019 Stock Incentive Plan

S-8

4.3

May 22, 2020

10.18

†

Amended and Restated Allscripts Healthcare Solutions, Inc. Director Deferred Compensation Plan

10-Q

10.16

August 9, 2013

10.19

†

Form of Restricted Stock Unit Award Agreement (Directors) (2011)

10-KT

10.37

Form of Restricted Stock Unit Award Agreement (Directors) (2019)

10.20

†

10.21

†

Form of Restricted Stock Unit Award Agreement (February 2011)

10-KT

10.38

Form of Performance-Based Restricted Stock Unit Award Agreement

10.22

†

10-KT

10.39

Form of Performance-Based Restricted Stock Unit Award Agreement (TSR)

10.23

†

10-KT

10.40

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2011 Stock Incentive Plan)

10.24

†

10-Q

10.4

August 9, 2011

10.25

†

Form of Time-Based Vesting Restricted Stock Unit Award Agreement for Employees (2011 Stock Incentive Plan)

10-Q

10.5

August 9, 2011

10.26

†

Form of Stock Option Agreement

10-K

10.38

Form of Performance-Based Restricted Stock Unit Award Agreement (TSR) (Relative)

10.27

†

10-K

10.39

101

Exhibit Number

Exhibit Description

Form of Performance-Based Restricted Stock Unit Award Agreement (TSR) (Relative) (2021)

Furnished Herewith

Form

Exhibit

Filing Date

10.28

†

10.29

†

Form of Performance-Based Restricted Stock Unit Award Agreement

10.30

†

Form of Performance-Based Restricted Stock Unit Award Agreement (TSR) for Paul M. Black

10-K

10.40

Amendment to Performance-Based Restricted Stock Unit Award Agreement, dated February 25, 2014, between Allscripts Healthcare Solutions, Inc. and Paul M. Black

10.31

†

10-K

10.31

March 2, 2015

10.32

†

Amendment No. 1 to Performance-Based Restricted Stock Unit Award Agreement, dated December 24, 2012, between Allscripts Healthcare Solutions, Inc. and Paul M. Black

10-K

10.31

March 3, 2014

10.33

†

Amendment No. 2 to Performance-Based Restricted Stock Unit Award Agreement, dated December 24, 2012, between Allscripts Healthcare Solutions, Inc. and Paul M. Black

8-K

99.1

December 31, 2014

10.34

†

Form of Restricted Stock Unit Award Agreement for Paul M. Black

8-K

10.41

Employment Agreement, dated as of December 19, 2012, between Allscripts Healthcare Solutions, Inc. and Paul M. Black

10.35

†

8-K

10.1

December 19, 2012

10.36

†

Amendment No. 1 to Employment Agreement, effective October 1, 2015, between Allscripts Healthcare Solutions, Inc. and Paul M. Black

8-K

10.1

October 7, 2015

10.37

†

Employment Agreement, dated as of October 10, 2012 but effective as of October 29, 2012, between Allscripts Healthcare Solutions, Inc. and Richard Poulton

10-K

10.67

First Amendment to Employment Agreement between Allscripts Healthcare Solutions, Inc. and Richard Poulton

10.38

†

8-K

10.1

August 3, 2020

10.39

†

Employment Agreement, dated as of October 30, 2016, effective November 1, 2016, between Allscripts Healthcare Solutions, Inc. and Lisa Khorey

10-K

10.49

February 27, 2017

10.40

†

First Amendment to Employment Agreement between Allscripts Healthcare Solutions, Inc. and Lisa Khorey

10-Q

10.1

August 6, 2021

102

Exhibit Number

Exhibit Description