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Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Debt

10. Debt

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

 

 

June 30, 2022

 

 

December 31, 2021

 

(In thousands)

 

Principal Balance

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Net Carrying Amount

 

 

Principal Balance

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Net Carrying Amount

 

0.875% Convertible Senior Notes (1)

 

$

207,911

 

 

$

4,104

 

 

$

203,807

 

 

$

167,853

 

 

$

(9,057

)

 

$

176,910

 

Senior Secured Credit Facility

 

 

0

 

 

 

3,912

 

 

 

(3,912

)

 

 

175,000

 

 

 

1,848

 

 

 

173,152

 

Total debt

 

$

207,911

 

 

$

8,016

 

 

$

199,895

 

 

$

342,853

 

 

$

(7,209

)

 

$

350,062

 

(1) As of June 30, 2022, the principal balance is recognized in debt. As of December 31, 2021, the principal balance is $207,911 thousand; $167,853 thousand is recognized in debt and $40,058 thousand is recognized in additional paid-in capital.

 

Interest expense consists of the following:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense

 

$

1,084

 

 

$

1,079

 

 

$

2,590

 

 

$

2,367

 

Amortization of discounts and debt issuance costs

 

 

803

 

 

 

1,870

 

 

 

1,433

 

 

 

3,725

 

Total interest expense

 

$

1,887

 

 

$

2,949

 

 

$

4,023

 

 

$

6,092

 

 

Interest expense related to the 0.875% Convertible Senior Notes included in the table above consists of the following:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(In thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Coupon interest

 

$

455

 

 

$

455

 

 

$

910

 

 

$

910

 

Amortization of discounts and debt issuance costs

 

 

228

 

 

 

1,474

 

 

 

456

 

 

 

2,933

 

Total interest expense related to the 0.875% Convertible Senior Notes

 

$

683

 

 

$

1,929

 

 

$

1,366

 

 

$

3,843

 

 

Allscripts Senior Secured Credit Facility

On April 29, 2022, Allscripts and Allscripts Healthcare LLC entered into a Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent and other lenders party thereto, amending and restating the Second Amended Credit Agreement. The Third Amended Credit Agreement provides for a $700.0 million senior secured revolving facility (the “New Revolving Facility”). A total of up to $50.0 million of the New Revolving Facility is available for the issuance of letters of credit, up to $25.0 million of the New Revolving Facility is available for swingline loans, and up to $100.0 million of the New Revolving Facility can be borrowed under certain foreign currencies. Proceeds from the borrowings under the Third Amended Credit Agreement were used for the refinancing of loans under the Second Amended Credit Agreement.

As of June 30, 2022, $0.8 million in letters of credit were outstanding under the Third Amended Credit Agreement. No amounts under the New Revolving Facility were outstanding under the Third Amended Credit Agreement as of June 30, 2022. We were in compliance with all covenants under the Third Amended Credit Agreement as of June 30, 2022.

As of June 30, 2022, we had $699.2 million available borrowing capacity, net of any outstanding letters of credit, under the New Revolving Facility. There can be no assurance that we will be able to draw on the full available balance of the New 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.

0.875% Convertible Senior Notes

The issuance in December 2019 of the combined $218.0 million aggregate principal amount of the 0.875% Convertible Senior Notes resulted in $0.7 million in debt issuance costs, which were paid in January 2020. We have separately recorded liability and equity components of the 0.875% Convertible Senior Notes, including any discounts and issuance costs, by allocating the proceeds from the issuance between the liability component and the embedded conversion option, or equity component. This allocation was completed by first estimating an interest rate at the time of issuance for similar notes that do not include an embedded conversion option. The semi-annual interest rate of 1.95% was used to compute the initial fair value of the liability component, which totaled $177.9 million at the time of issuance. The excess of the initial proceeds received from the 0.875% Convertible Senior Notes and the $177.9 million liability component was allocated to the equity component, which totaled $40.1 million at the time of issuance before deducting any paid capped call fees. The equity component of $40.1 million, the $17.2 million in paid capped call fees and an allocation of $1.1 million in combined discounts and issuance costs were recorded in Additional paid-in capital within the consolidated balance sheets in December 2019. These were recorded as a discount and are to be accreted into interest expense through January 1, 2027 using the interest method.

In June 2020, we paid $7.7 million to repurchase $10.1 million of the aggregate principal amount of the 0.875% Convertible Senior Notes, which resulted in a $0.5 million gain. In connection with the repurchase, the capped call transaction was partially terminated, and we received $0.3 million, which resulted in a recognition of $0.8 million in equity to offset the capped call fees and a $0.5 million loss.

On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective transition method. The guidance simplifies the accounting for convertible instruments by removing major separation models required under GAAP. The guidance also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions. As a result of the adoption of ASU 2020-06, the liability and equity components of the 0.875% Convertible Senior Notes are to be presented as a single liability as of January 1, 2022. Therefore, as of January 1, 2022, we decreased Additional paid-in capital by $38.9 million, which represented the $40.1 million equity component, offset by the $1.1 million in combined discounts and issuance costs. We increased Retained earnings by $12.5 million to reverse the accretion of interest expense related to the equity component that was recorded from December 2019 through December 2021. We also increased Long-term debt by $26.4 million, which represents the difference between the reduction to Additional paid-in capital and the increase in Retained earnings. The capped call fees remain in Additional paid-in capital within our consolidated balance sheet.

The 0.875% Convertible Senior Notes became convertible at the option of the holders during the first quarter of 2022. However, as of June 30, 2022, none of the 0.875% Convertible Senior Notes have been converted. The remaining principal amount of the 0.875% Convertible Senior Notes at June 30, 2022 totaled $207.9 million. The carrying value of the capped call fees at June 30, 2022 was $16.4 million.

Future Debt Payments

The following table summarizes future debt principal payment obligations as of June 30, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Total

 

 

Remainder
of 2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

Thereafter

 

0.875% Convertible Senior Notes (1)

 

$

207,911

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

207,911

 

Total debt

 

$

207,911

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

207,911

 

(1) Amount represents the face value of the 0.875% Convertible Senior Notes.