Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'MDRX | ' |
Entity Registrant Name | 'ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | ' |
Entity Central Index Key | '0001124804 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 178,456,017 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $60,790 | $103,956 |
Accounts receivable, net of allowance of $55,787 and $45,320 at September 30, 2013 and December 31, 2012 respectively | 322,342 | 329,542 |
Deferred taxes, net | 55,508 | 56,499 |
Prepaid expenses and other current assets | 117,051 | 110,023 |
Total current assets | 555,691 | 600,020 |
Long-term marketable securities | 1,373 | 1,706 |
Fixed assets, net | 166,579 | 155,494 |
Software development costs, net | 89,226 | 95,579 |
Intangible assets, net | 471,758 | 426,986 |
Goodwill | 1,189,585 | 1,039,364 |
Deferred taxes, net | 7,529 | 7,529 |
Other assets | 156,673 | 50,304 |
Total assets | 2,638,414 | 2,376,982 |
Current liabilities: | ' | ' |
Accounts payable | 50,995 | 45,874 |
Accrued expenses | 92,386 | 93,100 |
Accrued compensation and benefits | 59,087 | 44,124 |
Deferred revenue | 304,055 | 283,171 |
Current maturities of long-term debt and capital lease obligations | 13,624 | 79,305 |
Total current liabilities | 520,147 | 545,574 |
Long-term debt | 530,545 | 362,697 |
Deferred revenue | 28,274 | 19,750 |
Deferred taxes, net | 92,746 | 125,913 |
Other liabilities | 135,668 | 38,707 |
Total liabilities | 1,307,380 | 1,092,641 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding at September 30, 2013 and December 31, 2012 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized at September 30, 2013 and December 31, 2012; 263,074 and 178,402 shares issued and outstanding at September 30, 2013, respectively, 257,087 and 172,415 shares issued and outstanding at December 31, 2012, respectively | 2,631 | 2,571 |
Treasury stock: at cost, 84,672 shares at September 30, 2013 and December 31, 2012 | -278,036 | -278,036 |
Additional paid-in capital | 1,708,492 | 1,577,260 |
Accumulated deficit | -100,938 | -17,530 |
Accumulated other comprehensive (loss) income | -1,115 | 76 |
Total stockholders' equity | 1,331,034 | 1,284,341 |
Total liabilities and stockholders' equity | $2,638,414 | $2,376,982 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance | $55,787 | $45,320 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 349,000 | 349,000 |
Common stock, shares issued | 263,074 | 257,087 |
Common stock, shares outstanding | 178,402 | 172,415 |
Treasury stock at cost, shares | 84,672 | 84,672 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ' | ' | ' | ' |
System sales | $26,498 | $35,220 | $85,978 | $116,176 |
Professional services | 49,003 | 62,749 | 169,293 | 201,615 |
Maintenance | 117,928 | 119,263 | 351,840 | 354,295 |
Transaction processing and other | 136,762 | 143,462 | 414,973 | 423,276 |
Total revenue | 330,191 | 360,694 | 1,022,084 | 1,095,362 |
Cost of revenue: | ' | ' | ' | ' |
System sales (excluding amortization of software development and acquisition-related assets shown below) | 14,767 | 13,582 | 41,176 | 49,342 |
Professional services | 47,295 | 54,534 | 162,278 | 173,260 |
Maintenance | 35,841 | 36,564 | 107,864 | 108,850 |
Transaction processing and other | 83,735 | 82,600 | 251,973 | 246,441 |
Total cost of revenue | 204,644 | 203,658 | 625,827 | 625,159 |
Gross profit | 125,547 | 157,036 | 396,257 | 470,203 |
Selling, general and administrative expenses | 104,506 | 90,412 | 310,326 | 280,020 |
Research and development | 49,400 | 37,802 | 151,881 | 112,164 |
Asset impairment charges | 7,371 | 11,101 | 10,504 | 11,101 |
(Loss) income from operations | -43,452 | 9,184 | -100,056 | 39,871 |
Interest expense | -6,895 | -3,718 | -21,031 | -11,930 |
Other (expense) income, net | -826 | -15,845 | 7,523 | -15,303 |
(Loss) income before income taxes | -51,173 | -10,379 | -113,564 | 12,638 |
Income tax benefit | 2,233 | 19,754 | 30,156 | 10,531 |
Net (loss) income | -48,940 | 9,375 | -83,408 | 23,169 |
(Loss) earnings per share-basic and diluted | ($0.27) | $0.05 | ($0.47) | $0.13 |
Direct Cost Of Revenues [Member] | ' | ' | ' | ' |
Cost of revenue: | ' | ' | ' | ' |
Amortization of software development and acquisition-related assets | 23,006 | 16,378 | 62,536 | 47,266 |
Other Costs [Member] | ' | ' | ' | ' |
Cost of revenue: | ' | ' | ' | ' |
Amortization of intangible and acquisition-related assets | $7,722 | $8,537 | $23,602 | $27,047 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net (loss) income | ($48,940) | $9,375 | ($83,408) | $23,169 |
Other comprehensive income (loss), net of taxes: | ' | ' | ' | ' |
Unrealized gain on marketable securities, net of tax | 27 | 75 | 11 | 79 |
Derivatives qualifying as hedges: | ' | ' | ' | ' |
Unrealized loss on interest rate swap | -79 | -433 | -112 | -1,544 |
Reclassification adjustment for loss included in net (loss) income | 286 | 432 | 968 | 1,376 |
Tax effect | -82 | -1 | -334 | 65 |
Unrealized gain (loss) on interest rate swap, net of tax | 125 | -2 | 522 | -103 |
Change in foreign currency translation adjustments | 725 | 556 | -1,724 | 429 |
Total other comprehensive income (loss) | 877 | 629 | -1,191 | 405 |
Comprehensive (loss) income | ($48,063) | $10,004 | ($84,599) | $23,574 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net (loss) income | ($83,408) | $23,169 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 131,797 | 110,582 |
Stock-based compensation expense | 28,594 | 26,463 |
Excess tax benefits from stock-based compensation | -3,296 | -609 |
Deferred taxes | -31,537 | 951 |
Asset impairment charges | 10,504 | 11,101 |
Other (gains) losses, net | -2,660 | 795 |
Change in fair value of 1.25% call option and cash conversion option | 939 | 0 |
Changes in operating assets and liabilities, net of business combinations: | ' | ' |
Accounts receivable, net | 10,966 | -8,094 |
Prepaid expenses and other assets | -25,330 | -3,098 |
Accounts payable | 8,707 | 7,767 |
Accrued expenses | -8,981 | -17,916 |
Accrued compensation and benefits | 12,313 | -1,628 |
Deferred revenue | 23,169 | 14,379 |
Other liabilities | -8,466 | 686 |
Net cash provided by operating activities | 63,311 | 164,548 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -56,988 | -55,481 |
Capitalized software | -30,462 | -39,340 |
Cash paid for business acquisitions, net of cash acquired | -148,875 | 0 |
Sales and maturities of other investments | 12,855 | 84 |
Net cash used in investing activities | -223,470 | -94,737 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of 1.25% senior cash convertible notes, net of issuance costs | 336,962 | 0 |
Purchase of call option related to 1.25% senior cash convertible notes | -82,800 | 0 |
Proceeds from issuance of warrants, net of issuance cost | 51,208 | 0 |
Proceeds from issuance of common stock | 11,256 | 4,042 |
Excess tax benefits from stock-based compensation | 3,296 | 609 |
Taxes paid related to net share settlement of equity awards | -7,884 | -4,352 |
Payments of capital lease obligations | -416 | -635 |
Payments of acquisition financing obligations | -29,671 | 0 |
Credit facility payments | -574,281 | -233,259 |
Credit facility borrowings, net of issuance costs | 410,983 | 324,035 |
Repurchase of common stock | 0 | -225,961 |
Net cash provided by (used in) financing activities | 118,653 | -135,521 |
Effect of exchange rate changes on cash and cash equivalents | -1,660 | 1,629 |
Net decrease in cash and cash equivalents | -43,166 | -64,081 |
Cash and cash equivalents, beginning of period | 103,956 | 157,753 |
Cash and cash equivalents, end of period | $60,790 | $93,672 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (Senior cash convertible notes [Member]) | Sep. 30, 2013 | Sep. 30, 2012 |
Senior cash convertible notes [Member] | ' | ' |
Debt instrument interest rate | 1.25% | 1.25% |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
1. Summary of Significant Accounting Policies | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||||||||
Certain prior period revenue amounts in system sales have been reclassified to maintenance revenue to conform to the current period presentation. The amount reclassified for each period is as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue reclassifications from system sales to maintenance | $ | 0 | $ | 0 | $ | 0 | $ | 6,317 | |||||||||
Effective in the third quarter of 2013, we changed our presentation of accounts receivable by reclassifying to the related allowance the deferred revenue directly associated with account balances that were deemed to be uncollectible. The amount reclassified from deferred revenue to the accounts receivable allowance was $7.5 million at December 31, 2012. | |||||||||||||||||
Unaudited Interim Financial Information | |||||||||||||||||
The interim consolidated financial statements as of and for the three and nine months ended September 30, 2013 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. | |||||||||||||||||
Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K/A for the year ended December 31, 2012. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. | |||||||||||||||||
Significant Accounting Policies | |||||||||||||||||
There have been no changes to our significant accounting policies from those disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012. | |||||||||||||||||
Business Combinations | |||||||||||||||||
Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value the assets acquired, including intangible assets, and the liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair values of the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in our results of operations. | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
In accordance with GAAP, goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized and are tested for impairment at least annually. The goodwill impairment analysis is comprised of two steps. In step one, the estimated fair value of a reporting unit is compared to its carrying value. Step two is required only if there is a deficiency (the estimated fair value is less than the carrying value). In step two, the actual amount of the goodwill impairment is calculated by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. The recoverability of indefinite lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss would be recorded equal to the excess. We perform our annual test for impairment of goodwill and indefinite lived intangible assets as of the first day of our fiscal fourth quarter. We do not test our goodwill and indefinite lived intangible assets for impairment at any other time unless specific circumstances indicate there is a possibility that impairment has occurred. During this fiscal year no such circumstances have arisen and, accordingly, we did not perform any tests for impairment during the three and nine months ended September 30, 2013. | |||||||||||||||||
Accounting guidance also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the remaining estimated useful lives of those assets, including the period being reported on. If estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time. | |||||||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued updated authoritative guidance regarding the presentation requirements for reclassifications out of accumulated other comprehensive income. This guidance requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This guidance is effective prospectively for reporting periods beginning after December 15, 2012 and we adopted the new guidance in the first quarter of 2013. The adoption of this accounting guidance had no impact on our consolidated results. | |||||||||||||||||
Accounting Pronouncements Not Yet Adopted | |||||||||||||||||
In March 2013, the FASB issued updated authoritative guidance to resolve the diversity in practice about whether FASB Account Standards Codification (“ASC”) Subtopic 810-10, Consolidation—Overall, or ASC Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, this guidance resolves the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. This guidance is not expected to have a material impact on our consolidated financial statements. | |||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-011, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides specific guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date and states that an unrecognized tax benefit in those circumstances should be presented as a reduction to the deferred tax asset. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. We do not expect to early adopt this guidance and do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. | |||||||||||||||||
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combinations | ' | ||||||||||||||||
2. Business Combinations | |||||||||||||||||
To better deliver comprehensive care coordination and population health management across hospitals, physician practices, and home care systems, during the nine months ended September 30, 2013 we acquired dbMotion, Ltd. (“dbMotion”), a leading supplier of community health solutions, and we acquired the assets of Jardogs LLC (“Jardogs”), a top-rated patient engagement solution provider. These acquisitions advance our strategy to offer full integration of heterogeneous systems across the care continuum, enabling solutions for a Connected Community of Health™. dbMotion provides a strategic platform for care coordination and population health management that integrates discrete patient data from diverse care settings, regardless of IT supplier, into a single patient record. The Jardogs FollowMyHealth™ patient engagement platform enables patients to actively participate in their care, critical for at-risk populations, and empowers consumers with the solution they need to monitor and optimize health status. | |||||||||||||||||
Acquisition of dbMotion, Ltd. | |||||||||||||||||
On March 4, 2013, we acquired all of the issued and outstanding share capital of dbMotion, a privately-held Israeli company, for aggregate consideration with a fair value of approximately $225 million, subject to adjustment for certain provisional items as noted below. Immediately prior to the closing, we owned approximately 4.25% of the issued and outstanding share capital of dbMotion on a fully diluted basis. In addition, prior to the acquisition we had an ongoing strategic relationship with dbMotion in connection with the development and sale of software solutions to hospitals, physicians and other participants in the healthcare industry. | |||||||||||||||||
Under the acquisition method of accounting, the fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the remaining unallocated amount recorded as goodwill. | |||||||||||||||||
The results of dbMotion are included in the accompanying consolidated statements of operations from and after March 4, 2013. | |||||||||||||||||
The total fair value of consideration transferred for the acquisition is comprised of the following: | |||||||||||||||||
(Dollar amounts in thousands, except per share amounts) | |||||||||||||||||
Cash | $ | 139,061 | |||||||||||||||
Allscripts common stock, 3,823,453 shares, par value $0.01 per share, fair value at closing $12.57 per share | 48,061 | ||||||||||||||||
Deferred cash consideration payable on the 18-month anniversary of the closing | 23,023 | ||||||||||||||||
Subordinated promissory note maturing 18 months following the closing | 6,648 | ||||||||||||||||
Fair value of Allscripts’ previous interest in dbMotion | 8,367 | ||||||||||||||||
Total fair value of consideration transferred | $ | 225,160 | |||||||||||||||
On March 5, 2013, we borrowed $130 million to fund the cash component of the consideration under our senior secured revolving credit facility. | |||||||||||||||||
On June 28, 2013, the liability for the deferred cash consideration payable in the transaction was funded by placing the funds with an escrow agent, and the subordinated promissory note was repaid in full. Both the deferred cash consideration and subordinated promissory note were accruing interest at a 10% annual rate. These transactions were funded using proceeds from the initial draw down on our new revolving credit facility (see Note 8, “Debt”). | |||||||||||||||||
The carrying value of our 4.25% interest in dbMotion prior to the acquisition was $5 million, which we accounted for using the cost method. In connection with the acquisition, this investment was remeasured to a fair value of approximately $8.4 million, resulting in a gain of approximately $3.4 million which is included in other (expense) income, net in the accompanying consolidated statement of operations and other (gains) losses, net in the accompanying consolidated statement of cash flows for the nine months ended September 30, 2013. The remeasured fair value of our prior interest in dbMotion was estimated based on the fair value of consideration transferred to acquire the remaining 95.75% of dbMotion, less an estimated control premium of 15%. The inputs into this fair value estimate reflect our market assumptions based on premiums observed in similar transactions within our industry. | |||||||||||||||||
The preliminary allocation of the fair value of the consideration transferred was based upon a preliminary valuation. Our estimates and assumptions are subject to change as we obtain additional information for our estimates during the measurement period (up to one year from the acquisition date). The primary area of the preliminary allocation of the fair value of the consideration transferred that is not yet finalized relates to the fair value of the total consideration transferred and therefore may result in an additional increase in the residual value allocated to goodwill of up to $1 million before the close of the measurement period. During the six months ended June 30, 2013, measurement period adjustments, including approximately $1 million to increase deferred cash consideration, $1.2 million to reduce the fair value of prepaid expenses and other current assets, $1.3 million to reduce the fair value of other long-term assets, $0.5 million to reduce the fair value of other accrued liabilities, and other minor adjustments to acquired cash and net deferred tax liabilities, combined to result in an increase of approximately $3.2 million in the residual allocation to goodwill. No additional measurement period adjustments were recorded during the three months ended September 30, 2013. The preliminary allocation of the fair value of the consideration transferred, including measurement period adjustments through September 30, 2013, is as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Acquired cash and cash equivalents, and restricted cash | $ | 14,188 | |||||||||||||||
Accounts receivable, net | 3,226 | ||||||||||||||||
Prepaid expenses and other current assets | 574 | ||||||||||||||||
Fixed assets and other long-term assets | 1,449 | ||||||||||||||||
Goodwill | 136,631 | ||||||||||||||||
Intangible assets | 85,450 | ||||||||||||||||
Accounts payable and accrued liabilities | (10,560 | ) | |||||||||||||||
Deferred taxes, net | (36 | ) | |||||||||||||||
Deferred revenue | (5,100 | ) | |||||||||||||||
Other liabilities | (662 | ) | |||||||||||||||
Net assets acquired | $ | 225,160 | |||||||||||||||
Goodwill was determined based on the residual difference between the fair value of the consideration transferred and the value assigned to tangible and intangible assets and liabilities, and is not deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill were the expected synergies that we believe will result from the integration of dbMotion’s product offerings with those of Allscripts. | |||||||||||||||||
Acquisition costs related to the dbMotion acquisition totaled approximately $1.8 million and $6.0 million for the three and nine months ended September 30, 2013, respectively. These costs primarily consist of seller transaction costs of $0.5 million during the nine months ended September 30, 2013 and employee compensation costs of approximately $1.8 million and $4.2 million for the three and nine months ended September 30, 2013, respectively, which are included in selling, general and administrative expenses. In addition, we incurred $2.4 million and $5.2 million for the three and nine months ended September 30, 2013, respectively, related to product consolidation activities, which are included in asset impairment charges. Additional employee compensation of approximately $4.1 million related to the dbMotion acquisition is expected to be incurred during the twelve months following the third quarter of fiscal 2013. | |||||||||||||||||
The acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives and consist of the following amounts for each class of acquired intangible asset representing a provisional allocation of the fair value of the consideration transferred subject to future adjustment pending the completion of our acquisition accounting as noted above: | |||||||||||||||||
(Dollar amounts in thousands) | Useful Life | Fair Value | |||||||||||||||
Description | in Years | ||||||||||||||||
Core technology | 10 | $ | 80,100 | ||||||||||||||
Maintenance agreements | 12 | 2,500 | |||||||||||||||
Services backlog | 2 | 2,000 | |||||||||||||||
Non-compete | 3 | 500 | |||||||||||||||
Trade name | 2 | 350 | |||||||||||||||
$ | 85,450 | ||||||||||||||||
The revenue and net loss of dbMotion since March 4, 2013 that are included in our consolidated statement of operations for the three and nine months ended September 30, 2013, and the supplemental pro forma revenue and net loss of the combined entity, presented as if the acquisition of dbMotion had occurred on January 1, 2012, are as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Actual from dbMotion since acquisition date of March 4, 2013: | |||||||||||||||||
Revenue | $ | 124 | $ | 0 | $ | 852 | $ | 0 | |||||||||
Net loss | ($ | 9,579 | ) | $ | 0 | ($ | 21,119 | ) | $ | 0 | |||||||
Supplemental pro forma data for combined entity: | |||||||||||||||||
Revenue | $ | 331,527 | $ | 360,508 | $ | 1,025,951 | $ | 1,095,550 | |||||||||
Net (loss) income | (47,139 | ) | $ | 1,056 | (86,667 | ) | (4,194 | ) | |||||||||
Net (loss) earnings per share, basic and diluted | ($ | 0.26 | ) | $ | 0.01 | (0.49 | ) | ($ | 0.02 | ) | |||||||
The supplemental pro forma data has been calculated after applying our accounting policies and adjusting the results of dbMotion to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2012, together with the consequential tax effects. Supplemental pro forma earnings for the three and nine months ended September 30, 2013 were adjusted to exclude acquisition-related costs incurred during the period as well as the nonrecurring gain related to the fair value adjustment of our prior cost method investment in dbMotion. Supplemental pro forma earnings for the three and nine months ended September 30, 2012 were adjusted to include these items. The effects of transactions between Allscripts and dbMotion during the periods presented have been eliminated. | |||||||||||||||||
Amortization of software development costs and acquisition-related assets in our consolidated statement of operations for the three and nine months ended September 30, 2013 includes approximately $2.9 million and $4.7 million, respectively, related to the acquisition of dbMotion, which is attributable to cost of revenue as follows: approximately $1.0 million and $1.7 million, respectively, related to system sales, approximately $1.1 million and $1.2 million, respectively, related to professional services, and approximately $0.8 million and $1.8 million, respectively, related to maintenance. | |||||||||||||||||
Acquisition of Jardogs LLC | |||||||||||||||||
Also on March 4, 2013, we acquired substantially all of the assets of Jardogs for $24 million in cash. The allocation of the fair value of the consideration transferred is as follows: approximately $4 million of intangible assets related to technology, including Jardogs’ portal software, $2 million of intangible assets related to customer relationships, net deferred tax assets of approximately $0.5 million, and goodwill of approximately $17 million. Goodwill was determined based on the residual difference between the fair value of the consideration transferred and the value assigned to tangible and intangible assets and liabilities, and is deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill were the expected synergies that we believe will result from the integration of Jardogs’ product offerings with those of Allscripts. The acquired intangible assets, excluding goodwill, have estimated useful lives of 10 years and are being amortized on a straight-line basis. | |||||||||||||||||
The pro forma impact of the Jardogs acquisition on current and prior periods, as well as the net revenues and operating losses generated by Jardogs subsequent to its acquisition for the three and nine months ended September 30, 2013, is not material. | |||||||||||||||||
Acquisition and integration-related costs related to the Jardogs acquisition are included in selling, general and administrative expenses and totaled approximately $0.7 million for the nine months ended September 30, 2013. We did not incur any significant acquisition and integration-related costs related to the Jardogs acquisition during the third quarter of 2013. | |||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||||||||||||
3. Fair Value Measurements | |||||||||||||||||||||||||||||||||||
The fair values of assets and liabilities required to be measured at fair value are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels are as follows: | |||||||||||||||||||||||||||||||||||
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Our Level 1 investments include money market funds valued daily by the fund companies, and the valuation is based on the publicly reported net asset value of each fund. | |||||||||||||||||||||||||||||||||||
Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 non-derivative investments include marketable securities and consist of mortgage and asset-backed bonds. Marketable securities are recorded at fair value determined using a market approach, based on prices and other relevant information generated by market transactions involving identical or comparable assets which are considered to be Level 2 inputs. Our Level 2 derivative financial instrument represents an interest rate swap contract which is valued based upon observable values for underlying interest rates and market determined risk premiums. | |||||||||||||||||||||||||||||||||||
Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Our Level 3 financial instruments include derivative financial instruments comprising the 1.25% Call Option asset and the embedded conversion option liability. See Note 8, “Debt,” and Note 10, “Derivative Financial Instruments,” for further information, including defined terms, regarding our derivative financial instruments. These derivatives are not actively traded and are valued based on an option pricing model that uses observable and unobservable market data for inputs. Significant market data inputs used to determine fair values as of September 30, 2013 included our common stock price, time to maturity of the derivative instruments, the risk-free interest rate, and the implied volatility of our common stock. The 1.25% Call Option asset and the embedded cash conversion option liability were designed with the intent that changes in their fair values would substantially offset, with limited net impact to our earnings. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments is substantially mitigated. | |||||||||||||||||||||||||||||||||||
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: | |||||||||||||||||||||||||||||||||||
Balance Sheet | September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||||||||||
(In thousands) | Classifications | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | Cash equivalents | $ | 2,037 | $ | 0 | $ | 0 | $ | 2,037 | $ | 14,653 | $ | 0 | $ | 0 | $ | 14,653 | ||||||||||||||||||
Marketable securities | Long-term marketable securities | 0 | 1,373 | 0 | 1,373 | 0 | 1,706 | 0 | 1,706 | ||||||||||||||||||||||||||
1.25% Call Option | Other assets | 0 | 0 | 102,483 | 102,483 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Cash conversion option | Other liabilities | 0 | 0 | (103,421 | ) | (103,421 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Interest rate swap | Other liabilities | 0 | (678 | ) | 0 | (678 | ) | 0 | (1,534 | ) | 0 | (1,534 | ) | ||||||||||||||||||||||
Total | $ | 2,037 | $ | 695 | ($ | 938 | ) | $ | 1,794 | $ | 14,653 | $ | 172 | $ | 0 | $ | 14,825 | ||||||||||||||||||
At December 31, 2012 we held investments in certain non-marketable equity securities in which we did not have a controlling interest or significant influence. These investments were recorded at cost with a carrying value of $13 million at December 31, 2012 and were included in other assets in the accompanying consolidated balance sheets. During the first fiscal quarter of 2013, one of these investments, Humedica, was sold for cash proceeds of approximately $12.5 million, plus an additional $2 million held in escrow, resulting in a gain of approximately $4.7 million which is included in other (expense) income, net, in the accompanying consolidated statement of operations and other (gains) losses, net in the accompanying consolidated statement of cash flows for the nine months ended September 30, 2013. The other significant investment in non-marketable equity securities consisted of our 4.25% equity interest in dbMotion. On March 4, 2013, we acquired the entire remaining equity interest in dbMotion, which is now consolidated in our financial statements. Refer to Note 2, Business Combinations, for additional information regarding the acquisition of dbMotion. The carrying value of our interest in dbMotion prior to the acquisition was $5 million. In connection with the acquisition, this investment was remeasured to a fair value of approximately $8.4 million, resulting in a gain of approximately $3.4 million which is included in other (expense) income, net in the accompanying consolidated statement of operations for the nine months ended September 30, 2013. At September 30, 2013, our remaining investment in non-marketable equity securities is not material. | |||||||||||||||||||||||||||||||||||
Our long-term financial liabilities include amounts outstanding under our senior secured credit facilities with carrying values that approximate fair value since the interest rates approximate current market rates. In addition, the carrying amount of our 1.25% cash convertible notes also approximates fair value at September 30, 2013 since the effective interest rate on the notes approximates current market rates. See Note 8, “Debt,” for further information regarding our long-term financial liabilities. | |||||||||||||||||||||||||||||||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||
4. Stockholders’ Equity | |||||||||||||||||
Stock-based Awards | |||||||||||||||||
We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize the expense over the appropriate service period typically on a straight-line basis, net of estimated forfeitures. We recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. The fair value of service-based restricted stock units and restricted stock awards is measured at their underlying closing share price on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. The fair value of stock options granted during the three and nine months ended September 30, 2013 was determined using the Black-Scholes-Merton valuation model and reflects the following input assumptions. No stock options were granted during fiscal 2012. | |||||||||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | ||||||||||||||||
Weighted average exercise price | $ | 15.22 | $ | 13.78 | |||||||||||||
Risk-free interest rate | 1.38 | % | 0.84 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Volatility | 47.99 | % | 54.91 | % | |||||||||||||
Expected life (years) | 4.75 | 4.75 | |||||||||||||||
Stock-based compensation expense recognized during the three and nine months ended September 30, 2013 and 2012 is included in our consolidated statements of operations as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Professional services | $ | 607 | $ | 642 | $ | 1,924 | $ | 1,791 | |||||||||
Maintenance | 313 | 448 | 1,116 | 1,146 | |||||||||||||
Transaction processing and other | 372 | 530 | 1,271 | 1,378 | |||||||||||||
Total cost of revenue | 1,292 | 1,620 | 4,311 | 4,315 | |||||||||||||
Selling, general and administrative expenses | 6,606 | 5,240 | 17,418 | 16,608 | |||||||||||||
Research and development | 1,780 | 1,947 | 6,059 | 5,540 | |||||||||||||
Total stock-based compensation expense | $ | 9,678 | $ | 8,807 | $ | 27,788 | $ | 26,463 | |||||||||
No stock-based compensation costs were capitalized during the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||||
We granted stock-based awards as follows: | |||||||||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | ||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | Shares | Weighted-Average | |||||||||||||
Grant Date | Grant Date | ||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Stock options | 210 | $ | 6.37 | 3,829 | $ | 6.35 | |||||||||||
Service-based restricted stock units | 21 | $ | 15.22 | 1,627 | $ | 13.98 | |||||||||||
Performance-based restricted stock units with a service condition | 22 | $ | 14.67 | 219 | $ | 12.92 | |||||||||||
Market-based restricted stock units with a service condition | 49 | $ | 18.08 | 565 | $ | 18.08 | |||||||||||
302 | $ | 9.5 | 6,240 | $ | 9.63 | ||||||||||||
During the nine months ended September 30, 2013 and the year ended December 31, 2012, approximately 2.2 million and 2.4 million shares of stock, respectively, were issued in connection with the exercise of options and the release of restrictions on stock awards. | |||||||||||||||||
Stock Repurchases | |||||||||||||||||
In April 2011, our Board of Directors approved a stock repurchase program under which we may purchase up to $200 million of our common stock over three years expiring on May 9, 2014 or such earlier time that the total dollar amount authorized by these resolutions has been used. In April 2012, our Board of Directors approved the repurchase of an additional $200 million, bringing the total repurchase authorization to $400 million. Any share repurchases may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means. Any repurchase activity will depend on factors such as our working capital needs, cash requirements for investments, debt repayment obligations, our stock price, and economic and market conditions. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. | |||||||||||||||||
During the three and nine months ended September 30, 2013, there were no shares repurchased pursuant to this stock repurchase program. During the nine months ended September 30, 2012, we repurchased approximately 20.7 million shares of our common stock for approximately $226 million pursuant to this program. As of September 30, 2013, the amount available for repurchase of our common stock under this program was approximately $123 million. | |||||||||||||||||
Net Share-settlements | |||||||||||||||||
Upon vesting, restricted stock units and awards are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. The majority of restricted stock units and awards that have vested in 2013 and 2012 were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld for the nine months ended September 30, 2013 and 2012 were 564 thousand and 303 thousand, respectively, and were based on the value of the restricted stock units and awards on their vesting date as determined by our closing stock price. Total payments for the employees’ tax obligations to the taxing authorities are reflected as a financing activity within the consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by us as they reduced the number of shares that would have otherwise been issued as a result of the vesting. | |||||||||||||||||
Issuance of Warrants | |||||||||||||||||
During June 2013, in connection with the issuance of our 1.25% Cash Convertible Senior Notes, we issued warrants (the “1.25% Warrants” as described in Note 8, “Debt”) for approximately 20.1 million shares of our common stock (subject to antidilution adjustments under certain circumstances) with an initial exercise price of $23.1350 per share, subject to customary adjustments. The net proceeds from the sale of the 1.25% Warrants of approximately $51.2 million are included as additional paid in capital in the accompanying balance sheet as of September 30, 2013. The 1.25% Warrants expire over a period of 70 trading days beginning on October 1, 2020 and are exercisable only upon expiration. For each 1.25% Warrant that is exercised, we will deliver to the option counterparties a number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise price, divided by the settlement price, plus cash in lieu of fractional shares. The number of warrants and the strike price are subject to adjustment under certain circumstances. The 1.25% Warrants could separately have a dilutive effect to the extent that the market value per share of our common stock (as measured under the terms of the warrant transactions) exceeds the applicable strike price of the 1.25% Warrants. | |||||||||||||||||
In June 2013, we agreed to issue a warrant to a commercial partner as part of an overall commercial relationship pursuant to which the warrant holder has the right to purchase 1.5 million shares of our common stock at a strike price of $12.94 per share. The warrant vests in four equal annual installments of 375 thousand shares (beginning in June 2014) and expires in June 2020. The warrant becomes void if certain specified changes to the parties’ commercial relationship occur. Our issuance of the warrant was a private placement exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended. This warrant is not actively traded and is valued based on an option pricing model that uses observable and unobservable market data for inputs. During the third quarter of 2013, we recognized approximately $0.8 million of the warrant fair value as a reduction to transaction processing and other revenues. | |||||||||||||||||
Stockholder Rights Plan | |||||||||||||||||
We are authorized to issue up to 1 million shares of preferred stock, of which 349 thousand shares have been designated as Series A Junior Participating Preferred Stock in connection with the adoption of a rights agreement discussed below. As of September 30, 2013 and December 31, 2012, no shares of preferred stock were issued or outstanding. | |||||||||||||||||
On May 5, 2012, our Board of Directors adopted a stockholder rights plan (the “Rights Plan”) and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on May 17, 2012. Each Right entitled its holder, under certain circumstances, to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock at an exercise price of $45.00 per Right, subject to adjustment. The Rights Plan expired on May 6, 2013. | |||||||||||||||||
Loss_Earnings_Per_Share
(Loss) Earnings Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
(Loss) Earnings Per Share | ' | ||||||||||||||||
5. (Loss) Earnings Per Share | |||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average shares of common stock outstanding. For purposes of calculating diluted earnings per share, the denominator includes both the weighted-average shares of common stock outstanding and dilutive common stock equivalents. Dilutive common stock equivalents consist of stock options, restricted stock unit awards and warrants calculated under the treasury stock method. | |||||||||||||||||
The calculations of (loss) earnings per share are as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic (Loss) Earnings per Common Share: | |||||||||||||||||
Net (loss) income | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Net (loss) income available to common stockholders | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Weighted-average common shares outstanding | 178,166 | 170,874 | 176,517 | 181,156 | |||||||||||||
Basic (Loss) Earnings per Common Share | ($ | 0.27 | ) | $ | 0.05 | ($ | 0.47 | ) | $ | 0.13 | |||||||
Diluted (Loss) Earnings per Common Share: | |||||||||||||||||
Net (loss) income | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Net (loss) income available to common stockholders | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Weighted-average common shares outstanding | 178,166 | 170,874 | 176,517 | 181,156 | |||||||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 1,880 | 0 | 1,835 | |||||||||||||
Weighted-average common shares outstanding assuming dilution | 178,166 | 172,754 | 176,517 | 182,991 | |||||||||||||
Diluted (Loss) Earnings per Common Share | ($ | 0.27 | ) | $ | 0.05 | ($ | 0.47 | ) | $ | 0.13 | |||||||
Under GAAP, companies in a loss position are required to use basic weighted-average common shares outstanding in the calculation of diluted loss per share. Therefore, as a result of our net loss available to common stockholders for the three and nine months ended September 30, 2013, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for the three and nine months ended September 30, 2013. | |||||||||||||||||
The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted (loss) earnings per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 24,839 | 2,340 | 11,388 | 1,182 | |||||||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||||||
6. Goodwill and Intangible Assets | |||||||||||||||||||||||||||||
Goodwill and intangible assets consist of the following: | |||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||
(In thousands) | Gross | Accumulated | Intangible | Gross | Accumulated | Intangible | |||||||||||||||||||||||
Carrying | Amortization | Assets, Net | Carrying | Amortization | Assets, Net | ||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
Intangibles subject to amortization | |||||||||||||||||||||||||||||
Proprietary technology | $ | 445,960 | ($ | 222,720 | ) | $ | 223,240 | $ | 361,660 | ($ | 197,383 | ) | $ | 164,277 | |||||||||||||||
Customer contracts and relationships | 542,205 | (345,687 | ) | 196,518 | 534,355 | (323,646 | ) | 210,709 | |||||||||||||||||||||
Total | $ | 988,165 | ($ | 568,407 | ) | $ | 419,758 | $ | 896,015 | ($ | 521,029 | ) | $ | 374,986 | |||||||||||||||
Intangibles not subject to amortization | |||||||||||||||||||||||||||||
Registered trademarks | $ | 52,000 | $ | 52,000 | |||||||||||||||||||||||||
Goodwill | 1,189,585 | 1,039,364 | |||||||||||||||||||||||||||
Total | $ | 1,241,585 | $ | 1,091,364 | |||||||||||||||||||||||||
In connection with our acquisitions of dbMotion and Jardogs during the nine months ended September 30, 2013, we have recognized additional goodwill in the amount of $153.6 million, of which $136.6 million with respect to dbMotion, including an increase of approximately $3.2 million during the nine months ended September 30, 2013 as a result of various measurement period adjustments, has been recognized provisionally and remains subject to future adjustments. Refer to Note 2, “Business Combinations” for additional information regarding the acquisitions. Remote Hosting is an operating segment that does not meet the quantitative thresholds for determining reportable segments; however, we have reported Remote Hosting as a separate segment and have presented the portion of goodwill allocated to this segment within our reconciliation to consolidated amounts in the table below. Changes in the carrying amounts of goodwill by reportable segment for the nine months ended September 30, 2013 were as follows: | |||||||||||||||||||||||||||||
(In thousands) | Software | Services | Client | Pathway | IT | Remote | Total | ||||||||||||||||||||||
Delivery | Delivery | Support | Solutions | Outsourcing | Hosting | ||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 320,299 | $ | 87,665 | $ | 327,793 | $ | 208,795 | $ | 59,029 | $ | 35,783 | $ | 1,039,364 | |||||||||||||||
Additions arising from business acquisitions: | |||||||||||||||||||||||||||||
dbMotion | 68,064 | 60,144 | 8,423 | 0 | 0 | 0 | 136,631 | ||||||||||||||||||||||
Jardogs | 0 | 0 | 0 | 17,016 | 0 | 0 | 17,016 | ||||||||||||||||||||||
Total additions to goodwill | 68,064 | 60,144 | 8,423 | 17,016 | 0 | 0 | 153,647 | ||||||||||||||||||||||
Impairment of goodwill | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Other adjustments to goodwill | (1,056 | ) | (289 | ) | (1,080 | ) | (688 | ) | (195 | ) | (118 | ) | (3,426 | ) | |||||||||||||||
Balance as of September 30, 2013 | $ | 387,307 | $ | 147,520 | $ | 335,136 | $ | 225,123 | $ | 58,834 | $ | 35,665 | $ | 1,189,585 | |||||||||||||||
There were no accumulated impairment losses associated with our goodwill at September 30, 2013 or December 31, 2012. | |||||||||||||||||||||||||||||
Asset_Impairment_Charges
Asset Impairment Charges | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Asset Impairment Charges | ' | ||||||||||||||||
7. Asset Impairment Charges | |||||||||||||||||
In October of 2012, we publicly announced a plan to standardize our small office electronic health record and practice management systems which included the convergence, over time, of our MyWay Electronic Health Record System (“MyWay”) with our Professional Suite Electronic Health Record System. We offered MyWay clients the option to migrate to the converged platform at no additional cost if they elected to do so by September 30, 2013. As a result, we recorded non-cash charges to earnings of $5.0 million and $11.1 million, respectively, during the three months ended September 30, 2013 and 2012 related to the impairment of previously capitalized software development costs for MyWay plus the net carrying value of a perpetual license for certain software code incorporated in MyWay and other deferred costs relating to MyWay, which were determined to be unrealizable at September 30, 2013. During the three and nine months ended September 30, 2013, we also recorded non-cash charges of $2.4 million and $5.5 million, respectively, of software and fixed asset impairment charges primarily related to product consolidation activities associated with the dbMotion acquisition. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Asset impairment charges | $ | 7,371 | $ | 11,101 | $ | 10,504 | $ | 11,101 |
Debt
Debt | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Debt | ' | ||||||||||||||||||||||||||||||||
8. Debt | |||||||||||||||||||||||||||||||||
Debt outstanding, excluding capital lease obligations, consisted of the following: | |||||||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
(In thousands) | Principal | Unamortized | Net | Principal | Unamortized | Net | |||||||||||||||||||||||||||
Balance | Discount | Carrying | Balance | Discount | Carrying | ||||||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $ | 345,000 | $ | 80,003 | $ | 264,997 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||
Senior Secured Credit Facilities (long-term portion) | 268,125 | 2,577 | 265,548 | 362,697 | 0 | 362,697 | |||||||||||||||||||||||||||
Senior Secured Credit Facilities (current portion) | 14,063 | 999 | 13,064 | 78,770 | 0 | 78,770 | |||||||||||||||||||||||||||
Total debt | $ | 627,188 | $ | 83,579 | $ | 543,609 | $ | 441,467 | $ | 0 | $ | 441,467 | |||||||||||||||||||||
Interest expense consisted of the following: | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Interest expense | $ | 3,653 | $ | 2,432 | $ | 10,918 | $ | 8,125 | |||||||||||||||||||||||||
Amortizaton of discounts | 2,732 | 0 | 3,055 | 0 | |||||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 510 | 1,286 | 3,157 | 3,805 | |||||||||||||||||||||||||||||
Write off of unamortized deferred debt issuance costs | 0 | 0 | 3,901 | 0 | |||||||||||||||||||||||||||||
Total interest expense | $ | 6,895 | $ | 3,718 | $ | 21,031 | $ | 11,930 | |||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes due 2020 | |||||||||||||||||||||||||||||||||
On June 18, 2013, we issued $345.0 million aggregate principal amount of 1.25% Cash Convertible Senior Notes due 2020 (the “1.25% Notes”). The aggregate net proceeds of the 1.25% Notes were $305.1 million, after payment of the net cost of the Call Spread Overlay described below and transaction costs, including approximately $0.3 million of accrued professional fees at September 30, 2013. Additionally, we used $300 million of the net proceeds to repay a portion of the outstanding indebtedness under the senior secured credit facilities. | |||||||||||||||||||||||||||||||||
Interest on the 1.25% Notes is payable semiannually in arrears on January 1 and July 1 of each year, at a rate of 1.25% per annum commencing on January 1, 2014. The 1.25% Notes will mature on July 1, 2020 unless repurchased or converted in accordance with their terms prior to such date. | |||||||||||||||||||||||||||||||||
The 1.25% Notes are convertible only into cash, and not into shares of our common stock or any other securities. Holders may convert their 1.25% Notes solely into cash at their option at any time prior to the close of business on the business day immediately preceding January 1, 2020 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2013 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of 1.25% Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after January 1, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 1.25% Notes solely into cash at any time, regardless of the foregoing circumstances. Upon conversion, in lieu of receiving shares of our common stock, a holder will receive an amount in cash, per $1,000 principal amount of 1.25% Notes, equal to the settlement amount, determined in the manner set forth in the indenture governing the 1.25% Notes (the “Indenture”). | |||||||||||||||||||||||||||||||||
The initial conversion rate will be 58.1869 shares of our common stock per $1,000 principal amount of 1.25% Notes (equivalent to an initial conversion price of approximately $17.19 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, we will pay a cash make-whole premium by increasing the conversion rate for a holder who elects to convert such holder’s 1.25% Notes in connection with such a corporate event in certain circumstances. We may not redeem the 1.25% Notes prior to the maturity date, and no sinking fund is provided for the 1.25% Notes. | |||||||||||||||||||||||||||||||||
If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or part of their 1.25% Notes at a repurchase price equal to 100% of the principal amount of the 1.25% Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture provides for customary events of default, including cross acceleration to certain other indebtedness of ours, and our subsidiaries. | |||||||||||||||||||||||||||||||||
The 1.25% Notes are senior unsecured obligations, and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 1.25% Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. | |||||||||||||||||||||||||||||||||
The 1.25% Notes contain an embedded cash conversion option. We have determined that the embedded cash conversion option is a derivative financial instrument, required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of operations until the cash conversion option transaction settles or expires. The initial fair value liability of the embedded cash conversion option was $82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). For further discussion of the derivative financial instruments relating to the 1.25% Notes, refer to Note 10, “Derivative Financial Instruments.” | |||||||||||||||||||||||||||||||||
As noted above, the reduced carrying value on the 1.25% Notes resulted in a debt discount that is amortized to the 1.25% Notes’ principal amount through the recognition of non-cash interest expense over the expected life of the debt, which is seven years. This has resulted in our recognition of interest expense on the 1.25% Notes at an effective rate approximating what we would have incurred had nonconvertible debt with otherwise similar terms been issued. The effective interest rate of the 1.25% Notes is 5.4%, which is imputed based on the amortization of the fair value of the embedded cash conversion option over the remaining term of the 1.25% Notes. As of September 30, 2013, we expect the 1.25% Notes to be outstanding until their July 1, 2020 maturity date, for a remaining amortization period of approximately seven years. The 1.25% Notes’ if-converted value did not exceed their principal amount as of September 30, 2013. | |||||||||||||||||||||||||||||||||
In connection with the settlement of the 1.25% Notes, we paid approximately $8.4 million in transaction costs. Such costs have been allocated to the 1.25% Notes, the 1.25% Call Option (defined below) and the 1.25% Warrants (defined below). The amount allocated to the 1.25% Notes, or $8.3 million, was capitalized and will be amortized over the term of the 1.25% Notes. The remaining aggregate amounts allocated to the 1.25% Call Option and 1.25% Warrants were not significant. The outstanding capitalized amount of transaction costs related to the 1.25% Notes was $8.0 million and is included within other assets on our consolidated balance sheet as of September 30, 2013. | |||||||||||||||||||||||||||||||||
Interest expense related to the 1.25% Notes was comprised of the following: | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Coupon interest at 1.25% | $ | 1,078 | $ | 0 | $ | 1,234 | $ | 0 | |||||||||||||||||||||||||
Amortizaton of original issuance discount | 2,474 | 0 | 2,797 | 0 | |||||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 295 | 0 | 344 | 0 | |||||||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $ | 3,847 | $ | 0 | $ | 4,375 | $ | 0 | |||||||||||||||||||||||||
1.25% Notes Call Spread Overlay | |||||||||||||||||||||||||||||||||
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”). Assuming full performance by the counterparties, the 1.25% Call Option is intended to offset cash payments in excess of the principal amount due upon any conversion of the 1.25% Notes. We used $82.8 million of the proceeds from the settlement of the 1.25% Notes to pay for the 1.25% Call Option, and simultaneously received $51.2 million from the sale of the 1.25% Warrants, for a net cash outlay of $31.6 million for the Call Spread Overlay. The 1.25% Call Option is a derivative financial instruments and is discussed further in Note 10, “Derivative Financial Instruments.” The 1.25% Warrants are equity instruments and are further discussed in Note 4, “Stockholders’ Equity.” | |||||||||||||||||||||||||||||||||
Aside from the initial payment of a premium to the counterparties of $82.8 million for the 1.25% Call Option, we will not be required to make any cash payments to the counterparties under the 1.25% Call Option, and will be entitled to receive from the counterparties an amount of cash, generally equal to the amount by which the market price per share of our common stock exceeds the strike price of the 1.25% Call Option during the relevant valuation period. The strike price under the 1.25% Call Option is initially equal to the conversion price of the 1.25% Notes. Additionally, if the market value per share of our common stock exceeds the strike price of the 1.25% Warrants on any trading day during the 70 trading day measurement period under the 1.25% Warrants, we will, for each such trading day, be obligated to issue to the counterparties a number of shares equal in value to the product of the amount by which such market value exceeds such strike price and 1/70th of the aggregate number of shares of our common stock underlying the 1.25% Warrants transactions, subject to a share delivery cap. We will not receive any additional proceeds if the 1.25% Warrants are exercised. Pursuant to the 1.25% Warrants transaction, we issued 20,074,481 warrants with a strike price of $23.1350 per share. The number of warrants and the strike price are subject to adjustment under certain circumstances. | |||||||||||||||||||||||||||||||||
Credit Facility | |||||||||||||||||||||||||||||||||
On June 28, 2013, we entered into a Credit Agreement (the “2013 Credit Agreement”) with a syndicate of financial institutions. The 2013 Credit Agreement provides for a $225 million senior secured term loan (the “Term Loan”) and a $425 million senior secured revolving facility (the “Revolving Facility”), each with a five year term (collectively, the “Senior Secured Credit Facility”). The Term Loan is repayable in quarterly installments commencing on September 30, 2013. A total of up to $50 million of the Revolving Facility is available for the issuance of letters of credit, up to $10 million of the Revolving Facility is available for swingline loans, and up to $100 million of the Revolving Facility could be borrowed under certain foreign currencies. On June 28, 2013, we borrowed $60 million under the Revolving Facility in connection with our entry into the 2013 Credit Agreement. | |||||||||||||||||||||||||||||||||
The proceeds of the Term Loan were used to repay the existing debt under the prior credit agreement, and to pay fees and expenses in connection with the refinancing. In conjunction with the closing of the 2013 Credit Agreement, we used a portion of the proceeds from the borrowings under the Revolving Facility to refinance the seller notes and deferred purchase price obligations incurred in connection with our acquisition of dbMotion, (see Note 2, “Business Combinations”). The proceeds of the Revolving Facility can be used to finance our working capital needs and for general corporate purposes, including, without limitation, financing of permitted acquisitions, and for share repurchases. We are also permitted to add one or more incremental revolving and/or term loan facilities in an aggregate amount of up to $250 million, subject to certain conditions. | |||||||||||||||||||||||||||||||||
Borrowings under the Senior Secured Credit Facility bear interest, at our option (except with respect to foreign currency loans), at a rate per annum equal to either (1) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities and mandatory costs, if any) for deposits in the applicable currency for a period equal to one, two, three or six months or, with respect to loans under the Revolving Facility denominated in United States dollars, subject to availability to all affected lenders, 7 or 14 days (as selected by us), appearing on pages LIBOR01 or LIBOR02 or other page displaying such rate for such currency of the Reuters Screen (the “Eurocurrency Rate”) plus the applicable margin or (2) the highest of (a) the rate of interest publicly announced by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (b) the federal funds effective rate from time to time plus 0.5%, and (c) the Eurocurrency Rate for United States dollars for a one month interest period plus 1.0%, plus, in each case, the applicable margin. Foreign currency loans bear interest according to clause (1) above with certain adjustments and fees applicable to fronted foreign currency loans. The applicable margin for borrowings under our Senior Secured Credit Facility will initially be 1.25% for all loans except for loans based on the Eurocurrency Rate, for which the applicable margin will initially be 2.25%. | |||||||||||||||||||||||||||||||||
Subject to certain agreed upon exceptions, all obligations under our Senior Secured Credit Facility are guaranteed by each of our existing and future direct and indirect material domestic subsidiaries, other than Coniston Exchange LLC and any domestic subsidiary owned by one of our foreign subsidiaries, including dbMotion (the “Guarantors”) pursuant to a related Guarantee and Collateral Agreement, dated as of June 28, 2013, 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 our Senior Secured Credit Facility, any swap agreements and any cash management arrangements provided by any lender, are 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 65% of the capital stock of first tier material foreign subsidiaries) of Allscripts Healthcare Solutions, Inc. and our guarantor subsidiaries. | |||||||||||||||||||||||||||||||||
Our Senior Secured Credit Facility requires us to maintain a minimum interest coverage ratio of 4.0 to 1.0, a maximum total leverage ratio of 4.0 to 1.0 and a maximum senior secured leverage ratio of 3.0 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 leverage ratio is calculated by dividing total indebtedness by earnings before interest expense, income tax expense, depreciation and amortization expense, subject to various agreed upon adjustments. The senior secured leverage ratio is calculated by dividing senior secured indebtedness by earnings before interest expense, income tax expense, depreciation and amortization expense, subject to various agreed upon adjustments. In addition, the 2013 Credit Agreement requires mandatory prepayments of the debt outstanding under the facilities 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. | |||||||||||||||||||||||||||||||||
Our Senior Secured Credit Facility 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 our entry into the 2013 Credit Agreement, we incurred fees and other costs aggregating to approximately $3.1 million. In addition, approximately $5.5 million of deferred costs associated with the previous credit facility will carry over to the new Senior Secured Credit Facility. Of those combined amounts, fees paid directly to the lending parties of approximately $3.8 million were recorded as an original issue discount and fees and costs of approximately $4.3 million were recorded as deferred charges, both of which will be amortized to interest expense over the term of the new facilities. The outstanding capitalized amount of deferred charges was $4.1 million and is included within other assets on our consolidated balance sheet as of September 30, 2013. Also in connection with our entry into the 2013 Credit Agreement, approximately $3.4 million of deferred debt issuance costs associated with our previous credit facility and $0.5 million of fees incurred in connection with the new facility were written off to interest expense during the three months ended June 30, 2013 and are included in other (gains) losses, net in the accompanying consolidated statement of cash flows for the nine months ended September 30, 2013. | |||||||||||||||||||||||||||||||||
As of September 30, 2013, $222 million under the Term Loan, $60 million under the Revolving Facility, and $1.2 million in letters of credit were outstanding under the 2013 Credit Agreement. As of September 30, 2013, the interest rate on the Senior Secured Credit Facility was LIBOR plus 2.25%, which totaled 2.43%. Refer to Note 10, “Derivative Financial Instruments,” for a discussion of our interest rate swap agreement. We were in compliance with all covenants under the 2013 Credit Agreement as of September 30, 2013. Unamortized deferred debt issuance costs totaled $12.1 million and are included within other assets on the consolidated balance sheet as of September 30, 2013. | |||||||||||||||||||||||||||||||||
As of September 30, 2013, we had $363.8 million available, net of outstanding letters of credit, under our revolving credit facility. There can be no assurance that we will be able to draw on the full available balance of our 2013 Credit Agreement if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. | |||||||||||||||||||||||||||||||||
The following table summarizes our future payments under the 1.25% Notes and our senior secured credit facilities as of September 30, 2013: | |||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | Total | Remainder of | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes (1) | $ | 345,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 345,000 | |||||||||||||||||
Senior Secured Term Loan | 222,188 | 2,813 | 16,875 | 28,125 | 39,375 | 50,625 | 84,375 | 0 | |||||||||||||||||||||||||
Senior Secured Revolving Facility | 60,000 | 0 | 0 | 0 | 0 | 0 | 60,000 | 0 | |||||||||||||||||||||||||
$ | 627,188 | $ | 2,813 | $ | 16,875 | $ | 28,125 | $ | 39,375 | $ | 50,625 | $ | 144,375 | $ | 345,000 | ||||||||||||||||||
-1 | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
9. Income Taxes | |||||||||||||||||
The provision for income taxes reflects our estimate of the effective tax rate expected to be applicable for the full year. To the extent that actual pre-tax results for the year differ from the forecasted estimates applied at the end of the most recent interim period, the actual tax rate recognized during calendar 2013 could be different from the forecast rate. Our provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate due primarily to valuation allowance, income attributable to foreign jurisdictions taxed at lower rates, state taxes, permanent differences, tax credits and certain discrete items. The effective tax rates were as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(Dollar amounts in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
(Loss) income before income taxes | ($ | 51,173 | ) | ($ | 10,379 | ) | ($ | 113,564 | ) | $ | 12,638 | ||||||
Income tax benefit | $ | 2,233 | $ | 19,754 | $ | 30,156 | $ | 10,531 | |||||||||
Effective tax rate | 4.4 | % | 190.3 | % | 26.6 | % | (83.3 | %) | |||||||||
Our effective tax rates for the three and nine months ended September 30, 2013 were affected by the recognition of a valuation allowance of $16.3 million in the third quarter of 2013 for federal credit carryforwards and state net operating loss carryforwards. 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 three years of cumulative operating income (loss). In the quarter ended September 30, 2013, we determined that the projected results of our current year operations would be lower than projected during the quarter ended June 30, 2013. Using this new evidence, we determined that it was uncertain that we will realize the deferred tax asset for these carryforwards within the carryforward period. | |||||||||||||||||
Our effective tax rates for the three and nine months ended September 30, 2012 were affected by the recognition of a $16 million tax benefit related to the settlement of an acquired tax position for an amount less than the carrying value of the uncertain tax liability in the third quarter of 2012. The acquired tax position was indemnified by Misys plc and a related tax indemnification asset was previously included within other assets in our consolidated balance sheet. Since the settlement amount was less than the carrying value of the indemnification asset, we recorded a write-off of the remaining indemnification asset, which is included in other (expense) income, net within the consolidated statement of operations for the three and nine months ended September 30, 2012. The resulting charge of $16 million was substantially non-deductible for tax purposes and therefore increased the effective tax rate for the entire 2012 year. | |||||||||||||||||
Excluding the tax effects of the valuation allowance and the settlement of the acquired tax position, our effective tax rate for the three months ended September 30, 2013 is lower than the rate for the same period last year, and our effective tax rate for the nine months ended September 30, 2013 is higher than the rate for the same period last year. Excluding the tax effects of the valuation allowance and the settlement of the acquired tax position, our effective tax rate for the three months ended September 30, 2013 is lower than the rate for the same period last year, primarily due to additional 2011 U.S. research and development credit recorded as a discrete item in the same period last year. Our effective tax rate for the nine months ended September 30, 2013 is higher compared to the prior year, primarily due to the impact of the U.S. research and development credit for 2012 and 2013, enacted on January 1, 2013. The impact of the 2012 credit is included in our tax benefit for the nine months ended September 30, 2013 as a discrete item of $2.9 million. | |||||||||||||||||
Our unrecognized income tax benefits were $21.0 million and $18.1 million as of September 30, 2013 and December 31, 2012, respectively. The increase of approximately $2.9 million is attributable to unrecognized tax benefits related to research and development tax credits. If any portion of our unrecognized tax benefits is recognized, it could impact our effective tax rate. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law. | |||||||||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Derivative Financial Instruments | ' | ||||||||||||||||
10. Derivative Financial Instruments | |||||||||||||||||
1.25% Call Option | |||||||||||||||||
We entered into the 1.25% Call Option with certain of the initial purchasers of the 1.25% Notes (the “Option Counterparties”). These transactions, along with the sale of the 1.25% Warrants, represent the Call Spread Overlay (refer to Note 8, “Debt”). We used $82.8 million of the proceeds from the issuance of the 1.25% Notes to pay for the 1.25% Call Option, and simultaneously received $51.2 million for the sale of the 1.25% Warrants, for a net cash outlay of $31.6 million for the Call Spread Overlay. Assuming full performance by the counterparties, the 1.25% Call Option is intended to offset cash payments in excess of the principal amount due upon any conversion of the 1.25% Notes. | |||||||||||||||||
Aside from the initial payment of a premium to the counterparties of $82.8 million for the 1.25% Call Option, we will not be required to make any cash payments to the counterparties under the 1.25% Call Option, and will be entitled to receive from the counterparties an amount of cash, generally equal to the amount by which the market price per share of common stock exceeds the strike price of the 1.25% Call Options during the relevant valuation period. The strike price under the 1.25% Call Option is initially equal to the conversion price of the 1.25% Notes. | |||||||||||||||||
The 1.25% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment due to the cash settlement features until such transactions settle or expire. The 1.25% Call Option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the 1.25% Call Option, refer to Note 3, “Fair Value Measurements.” The fair value of the 1.25% Call Option at September 30, 2013 was approximately $102.5 million. | |||||||||||||||||
The 1.25% Call Option does not qualify for hedge accounting treatment. Therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of operations in other (expense) income, net. For the three and nine months ended September 30, 2013, the change in the fair value of the 1.25% Call Option resulted in gains of $21.4 million and $19.7 million, respectively. Because the terms of the 1.25% Call Option are substantially similar to those of the 1.25% Notes embedded cash conversion option, discussed below, we expect the net effect of those two derivative instruments on our earnings to be minimal. | |||||||||||||||||
1.25% Notes Embedded Cash Conversion Option | |||||||||||||||||
The embedded cash conversion option within the 1.25% Notes is required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of operations in other (expense) income, net until the cash conversion option settles or expires. The initial fair value liability of the embedded cash conversion option was $82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). The embedded cash conversion option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the embedded cash conversion option, refer to Note 3, “Fair Value Measurements.” The fair value of the embedded cash conversion option at September 30, 2013 was approximately $103.4 million. For the three and nine months ended September 30, 2013, the change in the fair value of the embedded cash conversion option resulted in losses of $22.3 million and $20.6 million, respectively. These losses were slightly higher than the gains recognized on the 1.25% Call Option over the same periods. | |||||||||||||||||
Interest Rate Swap Agreement | |||||||||||||||||
We entered into an interest rate swap agreement with an effective date of October 29, 2010 that has the economic effect of modifying the variable rate component of the interest obligations associated with a portion of our variable rate debt. The initial notional amount of the interest rate swap agreement was $300 million, with scheduled step downs over time, and an expiration date of October 31, 2014. At September 30, 2013, the notional amount of the interest rate swap agreement was $150 million. The interest rate swap agreement converts the one-month LIBOR rate on the corresponding notional amount of debt to an effective fixed rate of 0.896% (exclusive of the applicable margin currently charged under the Senior Secured Credit Facility). The critical terms of the interest rate swap agreement and the related debt agreement match and allow us to designate the interest rate swap agreement as a highly effective cash flow hedge under GAAP. The interest rate swap agreement protects us against changes in interest payments due to benchmark interest rate movements. The change in fair value of this interest rate swap agreement is recognized in other comprehensive income with the corresponding amounts included in other assets or other liabilities in our consolidated balance sheet. Amounts accumulated in other comprehensive income are indirectly recognized in earnings as periodic settlements of the swap occur and the fair value of the swap declines to zero as it nears expiration. | |||||||||||||||||
The fair value of our interest rate swap was a liability of approximately $0.7 million and $1.5 million at September 30, 2013 and December 31, 2012, respectively. We recognized the following activity related to our interest rate swap agreement: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Effective Portion | |||||||||||||||||
Current period increase (decrease) in fair value recognized in OCI | $ | 207 | ($ | 1 | ) | $ | 856 | ($ | 168 | ) | |||||||
Tax effect | (82 | ) | (1 | ) | (334 | ) | 65 | ||||||||||
Net | $ | 125 | ($ | 2 | ) | $ | 522 | ($ | 103 | ) | |||||||
Loss reclassified from OCI to interest expense | $ | 286 | $ | 432 | $ | 968 | $ | 1,376 | |||||||||
Amount excluded from Effectiveness Assessment and Ineffective Portion Gain (loss) recognized in other income (expense) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
We estimate that approximately $0.7 million of derivative losses included in other comprehensive income (“OCI”) will be reclassified into earnings within the next 12 months. This amount has been calculated assuming the variable effective interest rate of 2.43% as of September 30, 2013 remains the same through the next 12 months. No gains (losses) were reclassified from OCI into earnings as a result of forecasted transactions that failed to occur during the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||||
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
11. Contingencies | |
On September 14, 2010, Pegasus Imaging Corporation (“Pegasus”) filed a lawsuit against us in the Circuit Court of the Thirteenth Judicial Circuit of the State of Florida in and for Hillsborough County, Florida. On our motion, the case was transferred to the Special Superior Court for Complex Business Cases. The lawsuit also named former officers Jeffrey Amrein and John Reinhart as defendants. Prior to serving the complaint, Pegasus filed an amended complaint dropping two of the claims that had been asserted and adding two additional defendants, which are two now-defunct Florida corporations that formerly did business with us. The amended complaint asserted causes of action against defendants for fraudulent misrepresentations, negligent misrepresentations, and deceptive and unfair trade practices under Florida law, allegedly arising from previous business dealings between Pegasus and Advanced Imaging Concepts, Inc., a software company based in Louisville, Kentucky that we purchased in August 2003, and from our testing of a software development toolkit pursuant to a free trial license from Pegasus in approximately 1999. On April 16, 2013, Plaintiff filed a Second Amended Complaint adding claims against us for breach of contract, fraud, and negligence. On June 27, 2013 we filed our First Amended Answer, Defenses, and Counterclaims to Plaintiff’s Second Amended Complaint, denying all material allegations, and asserting counterclaims against Pegasus for breach of two license agreements, breach of warranty, breach of a settlement and arbitration agreement, and three counts of negligent misrepresentation. Also on June 27, 2013, Pegasus filed a Motion to Dismiss these Counterclaims, which was heard by the Court with all other pending motions on October 25, 2013. The Court extended the expert report deadlines in the case (including any rebuttal reports) until December 31, 2013. The parties must engage in mediation on this matter by no later than December 31, 2013. The case is currently scheduled for trial in April 2014. We intend to continue to defend this matter and pursue its counterclaims vigorously. We believe that we have a strong position in this matter, but the outcomes of intellectual property-related lawsuits are often uncertain. | |
On December 27, 2012, Pain Clinic of Northwest Florida, Inc. filed a Complaint in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, against us. On January 29, 2013, a First Amended Complaint was filed in this lawsuit through which American Pain Care Specialists, LLC, Advanced Pain Specialists, Inc., and South Baldwin Family Practice, LLC were added as additional plaintiffs. The plaintiffs currently seek to certify a class of all similarly situated physician-customers that purchased the MyWay product and seek damages for various claims, including breach of warranty and unjust enrichment. On February 5, 2013, we filed a motion to compel arbitration and to dismiss or stay the lawsuit during arbitration, and a motion to stay discovery during arbitration, which were both denied by the trial court. We have appealed the denial of the motion to compel arbitration and to dismiss or stay the lawsuit during arbitration, and are currently pursuing that appeal before Florida’s Third District Court of Appeal. On May 6, 2013, the plaintiffs filed a Second Amended Complaint, in which the plaintiffs dropped the claim for breach of warranty, and added claims for tortious interference with business relationships, violations of Florida’s Deceptive and Unfair Trade Practices Act (Fla. Stat. § 501.201, et seq.), and violations of various other states’ consumer protection laws. We filed our motion to dismiss the Second Amended Complaint on June 24, 2013 and the Plaintiffs responded on July 16, 2013. The parties mutually agreed to engage in alternative dispute resolution, during which time all discovery and appellate arguments are stayed. We intend to continue to vigorously defend against these claims if such efforts are unsuccessful. | |
On January 30, 2013, Costco Wholesale Corporation delivered a demand for arbitration against us in connection with our offer to upgrade our MyWay clients to Allscripts Professional. The demand for arbitration seeks certain equitable relief in connection with the upgrade offer and also seeks damages for breach of contract and breach of an alleged duty of good faith and fair dealing. On February 20, 2013, we responded to the demand for arbitration. Costco has stayed further action in the arbitration pending alternative dispute resolution, but we intend to vigorously defend against these claims if such efforts are unsuccessful. | |
On February 26, 2013, a lawsuit was filed by Cardinal Health 200, LLC (“Cardinal”) against us in the Court of Common Pleas for Franklin County, Ohio. Cardinal seeks damages of no less than $3,978,000 for alleged breaches of contract by us in connection with our offer to upgrade our MyWay clients to Allscripts Professional or, alternatively, a declaration that we invalidly terminated our agreement with Cardinal. The case is currently scheduled for trial in April 2014. We intend to continue to defend this matter vigorously. | |
In the opinion of management, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to the above matters. However, the outcome of the foregoing litigation is inherently uncertain, and we may incur substantial defense costs and expenses defending these matters. Also, if any of these legal matters were resolved against us for an amount in excess of management’s expectations, our consolidated financial statements of a particular reporting period could be materially adversely affected. | |
On May 1, 2012, Physicians Healthsource, Inc. (“PHI”) filed a class action complaint in U.S. District Court for the Northern District of Illinois against us. The complaint alleges that on multiple occasions between July 2008 and December 2011, we or our agent sent advertisements by fax to the plaintiff and a class of similarly situated persons, without first receiving the recipients’ express permission or invitation in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The plaintiff seeks $500 for each alleged violation of the TCPA, treble damages if the Court finds the violations to be willful, knowing or intentional, and injunctive and other relief. The parties await a decision from the 7th Circuit Court of Appeals in the case of Holtzman v. Turza, which could address claims at issue in this case. Even though such decision is still pending, the parties are proceeding with discovery. We intend to vigorously defend against these claims. | |
On May 2, 2012, a lawsuit was filed in the United States District Court for the Northern District of Illinois against us, Glen Tullman, our former Chief Executive Officer, and William Davis, our former Chief Financial Officer, by the Bristol County Retirement System for itself and on behalf of a purported class consisting of stockholders who purchased our common stock between November 18, 2010 and April 26, 2012. The plaintiffs allege that we, Mr. Tullman and Mr. Davis made materially false and misleading statements and/or omissions during the putative class period regarding our progress in integrating our and Eclipsys’ businesses following our August 24, 2010 merger with Eclipsys, and that we lacked a reasonable basis for certain statements regarding our post-merger integration efforts, operations, results and projections of future financial performance. A lead plaintiff has been appointed and on January 10, 2013, the lead plaintiff filed an amended complaint. On March 14, 2013, we filed a motion to dismiss the lead plaintiff’s amended complaint. On May 9, 2013, Plaintiff filed its opposition to our Motion to Dismiss and also filed a motion seeking leave to amend its amended complaint, which was granted by the Court. On May 28, 2013, we filed a motion to dismiss the amended complaint. On June 24, 2013, Plaintiff filed its opposition to our motion to dismiss and we replied on July 22, 2013. We intend to vigorously defend against these claims. | |
On June 27, 2012, a purported shareholder, Richard Devereaux, filed a shareholder derivative action in the Circuit Court of Cook County Illinois against us, Paul Black, our Chief Executive Officer; former officers Glen Tullman and William Davis; and current and former board members Dennis Chookaszian, Robert Cindrich, Marcel Gamache, Philip Green, and Michael Kluger. The suit alleges breach of fiduciary duties and unjust enrichment against certain of our former and current executives who allegedly made misleading claims about our business and financial state, causing our stock price to be artificially inflated and then drop sharply when our reported earnings below expectations and disclosed a “leadership dispute” in an SEC filing. At present, our time to respond to the complaint is tolled pending the resolution of the motion to dismiss in the Bristol County Retirement System lawsuit. | |
In the opinion of management, there is a reasonable possibility we may incur losses with respect to the three matters immediately above, although management does not believe it is currently possible to estimate the possible loss or range of loss at this time. We will continue to evaluate the potential exposure related to these matters in future periods. | |
In addition to the legal claims and proceedings discussed above, we are involved in various legal claims and proceedings related to alleged infringement of third party intellectual property rights, commercial, labor and employment, and other matters, and we make commitments and incur obligations, all in the ordinary course of business. In general, the resolution of a legal claim or proceeding could prevent us from offering our products and services to customers, or could adversely affect our financial condition or results of operations. | |
Business_Segments
Business Segments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Business Segments | ' | ||||||||||||||||
12. Business Segments | |||||||||||||||||
We use the following reportable segments: Software Delivery, Services Delivery, Client Support, Pathway Solutions and IT Outsourcing. Pathway Solutions and IT Outsourcing, which were reported under the Managed Services segment in the first quarter of 2012, are now separately presented consistent with changes in our internal reporting to our chief operating decision maker. | |||||||||||||||||
Software Delivery primarily includes revenue from system sales, which is comprised of software license fees and hardware revenue, plus recurring revenue from SaaS contracts and other subscription-based arrangements, which are included in transaction processing and other, and the related expenses incurred to deliver these solutions to our clients. Services Delivery (i.e. professional services) derives its revenue through implementation, training and other professional services provided to clients and includes the related expenses incurred to provide these services. Client Support (i.e. maintenance) derives its revenue through software and hardware maintenance contracts and includes the related expenses incurred to provide support to our customers. Pathway Solutions includes revenue and the related expenses incurred from EDI medical claims processing for clients and our patient portal SaaS solution, and IT Outsourcing derives its revenue from services provided to clients where we assume partial to total responsibility for a healthcare organization’s IT operations using our employees and assets, and includes the related expenses incurred to deliver IT outsourcing solutions to our clients. Remote Hosting is an operating segment that does not meet the quantitative thresholds for determining reportable segments; however, we have presented the revenues and income from operations related to this segment within our reconciliation to consolidated amounts in the table below. All revenues from our Pathway Solutions, IT Outsourcing and Remote Hosting operating segments are included in transaction processing and other. | |||||||||||||||||
Our chief operating decision maker uses segment revenues and income from operations as measures of performance and to allocate resources. In determining revenue and income from operations for our segments, we do not include the amortization of acquisition-related deferred revenue adjustments in revenue, and we exclude amortization of intangible assets and stock-based compensation expense from the operating expense segment data provided to our chief operating decision maker. Accordingly, these amounts are not included in our reportable segment results and are included in Unallocated Amounts. | |||||||||||||||||
Unallocated Amounts include our corporate general and administrative expenses, which are centrally managed, research and development expenses, including the amortization of software development costs, which are not attributed to an operating segment and asset impairment charges. These expenses, which are included in Unallocated Amounts below, are not part of the segment profitability results reviewed by management and, therefore, are not allocated to our reportable segments. These unallocated amounts are separately presented in the table below in order to reconcile segment information to the consolidated amounts. Additionally, we do not track our assets by segment. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | |||||||||||||||||
Software Delivery | $ | 75,396 | $ | 77,229 | $ | 222,886 | $ | 244,773 | |||||||||
Services Delivery | 50,293 | 62,462 | 169,680 | 197,669 | |||||||||||||
Client Support | 118,460 | 118,315 | 352,758 | 353,674 | |||||||||||||
Pathway Solutions | 36,760 | 42,796 | 117,609 | 130,117 | |||||||||||||
IT Outsourcing | 35,016 | 41,261 | 114,002 | 119,262 | |||||||||||||
Remote Hosting | 17,103 | 17,854 | 51,298 | 52,790 | |||||||||||||
Unallocated Amounts | (2,837 | ) | 777 | (6,149 | ) | (2,923 | ) | ||||||||||
Total revenue | $ | 330,191 | $ | 360,694 | $ | 1,022,084 | $ | 1,095,362 | |||||||||
(Loss) income from operations: | |||||||||||||||||
Software Delivery | $ | 5,196 | $ | 9,223 | $ | 27,799 | $ | 34,296 | |||||||||
Services Delivery | 3,639 | 8,390 | 10,314 | 26,033 | |||||||||||||
Client Support | 81,088 | 81,143 | 239,994 | 242,828 | |||||||||||||
Pathway Solutions | 22,730 | 26,118 | 71,551 | 79,719 | |||||||||||||
IT Outsourcing | 5,248 | 8,978 | 19,888 | 25,298 | |||||||||||||
Remote Hosting | (2,011 | ) | 668 | (4,445 | ) | 1,146 | |||||||||||
Unallocated Amounts | (159,342 | ) | (125,336 | ) | (465,157 | ) | (369,449 | ) | |||||||||
Total (loss) income from operations | ($ | 43,452 | ) | $ | 9,184 | ($ | 100,056 | ) | $ | 39,871 | |||||||
North_American_Site_Consolidat
North American Site Consolidation Plan | 9 Months Ended |
Sep. 30, 2013 | |
Restructuring And Related Activities [Abstract] | ' |
North American Site Consolidation Plan | ' |
13. North American Site Consolidation Plan | |
On February 18, 2013, we announced a North American site consolidation plan (the “Site Consolidation Plan”) designed to create a more simplified and efficient organization that is aligned more closely with our business priorities. The Site Consolidation Plan includes closure of twelve offices and one warehouse. We are also implementing changes to corporate operating models intended to reduce costs associated with product solutions development. The costs of implementing these changes primarily consist of employee severance and relocation costs, and lease exit costs. | |
During the three and nine months ended September 30, 2013, we incurred $1.0 million and $13.4 million, respectively, in severance costs resulting from the Site Consolidation Plan, all of which are included in selling, general and administrative expenses in our consolidated statements of operations. We have also incurred relocation and other costs related to the Site Consolidation Plan of approximately $2.4 and $3.8 million, respectively, during the three and nine months ended September 30, 2013. These costs are included in selling, general and administrative expenses in our consolidated statements of operations for the three and nine months ended September 30, 2013 with the exception of $1.9 million and $2.6 million for the three and nine months ended September 30, 2013, respectively, which are included in research and development. The portion of these costs allocable to our reportable segments is not material. We have a remaining liability for accrued severance and other costs of $5.9 million related to the Site Consolidation Plan included in accrued compensation and benefits in our consolidated balance sheet as of September 30, 2013. | |
During the nine months ended September 30, 2013, we incurred lease exit costs of approximately $0.7 million. Additional estimated lease exist costs yet to be incurred in connection with the Site Consolidation Plan total approximately $1.0 million. This amount is an estimate, and actual charges may vary materially based on the timing and amount of sublease income and other related expenses and changes in management’s assumptions. We expect to complete the Site Consolidation Plan and incur all remaining related costs by the end of 2014. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||||||||
Certain prior period revenue amounts in system sales have been reclassified to maintenance revenue to conform to the current period presentation. The amount reclassified for each period is as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue reclassifications from system sales to maintenance | $ | 0 | $ | 0 | $ | 0 | $ | 6,317 | |||||||||
Effective in the third quarter of 2013, we changed our presentation of accounts receivable by reclassifying to the related allowance the deferred revenue directly associated with account balances that were deemed to be uncollectible. The amount reclassified from deferred revenue to the accounts receivable allowance was $7.5 million at December 31, 2012. | |||||||||||||||||
Unaudited Interim Financial Information | ' | ||||||||||||||||
Unaudited Interim Financial Information | |||||||||||||||||
The interim consolidated financial statements as of and for the three and nine months ended September 30, 2013 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. | |||||||||||||||||
Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K/A for the year ended December 31, 2012. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. | |||||||||||||||||
Significant Accounting Policies | ' | ||||||||||||||||
Significant Accounting Policies | |||||||||||||||||
There have been no changes to our significant accounting policies from those disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012. | |||||||||||||||||
Business Combinations | ' | ||||||||||||||||
Business Combinations | |||||||||||||||||
Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value the assets acquired, including intangible assets, and the liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair values of the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in our results of operations. | |||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
In accordance with GAAP, goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized and are tested for impairment at least annually. The goodwill impairment analysis is comprised of two steps. In step one, the estimated fair value of a reporting unit is compared to its carrying value. Step two is required only if there is a deficiency (the estimated fair value is less than the carrying value). In step two, the actual amount of the goodwill impairment is calculated by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. The recoverability of indefinite lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss would be recorded equal to the excess. We perform our annual test for impairment of goodwill and indefinite lived intangible assets as of the first day of our fiscal fourth quarter. We do not test our goodwill and indefinite lived intangible assets for impairment at any other time unless specific circumstances indicate there is a possibility that impairment has occurred. During this fiscal year no such circumstances have arisen and, accordingly, we did not perform any tests for impairment during the three and nine months ended September 30, 2013. | |||||||||||||||||
Accounting guidance also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the remaining estimated useful lives of those assets, including the period being reported on. If estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time. | |||||||||||||||||
Recently Adopted Accounting Pronouncements | ' | ||||||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued updated authoritative guidance regarding the presentation requirements for reclassifications out of accumulated other comprehensive income. This guidance requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This guidance is effective prospectively for reporting periods beginning after December 15, 2012 and we adopted the new guidance in the first quarter of 2013. The adoption of this accounting guidance had no impact on our consolidated results. | |||||||||||||||||
Accounting Pronouncements Not Yet Adopted | ' | ||||||||||||||||
Accounting Pronouncements Not Yet Adopted | |||||||||||||||||
In March 2013, the FASB issued updated authoritative guidance to resolve the diversity in practice about whether FASB Account Standards Codification (“ASC”) Subtopic 810-10, Consolidation—Overall, or ASC Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, this guidance resolves the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. This guidance is not expected to have a material impact on our consolidated financial statements. | |||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-011, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides specific guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date and states that an unrecognized tax benefit in those circumstances should be presented as a reduction to the deferred tax asset. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. We do not expect to early adopt this guidance and do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Amounts Reclassified | ' | ||||||||||||||||
The amount reclassified for each period is as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue reclassifications from system sales to maintenance | $ | 0 | $ | 0 | $ | 0 | $ | 6,317 |
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Fair Value of Consideration Transferred for Acquisition | ' | ||||||||||||||||
The total fair value of consideration transferred for the acquisition is comprised of the following: | |||||||||||||||||
(Dollar amounts in thousands, except per share amounts) | |||||||||||||||||
Cash | $ | 139,061 | |||||||||||||||
Allscripts common stock, 3,823,453 shares, par value $0.01 per share, fair value at closing $12.57 per share | 48,061 | ||||||||||||||||
Deferred cash consideration payable on the 18-month anniversary of the closing | 23,023 | ||||||||||||||||
Subordinated promissory note maturing 18 months following the closing | 6,648 | ||||||||||||||||
Fair value of Allscripts’ previous interest in dbMotion | 8,367 | ||||||||||||||||
Total fair value of consideration transferred | $ | 225,160 | |||||||||||||||
Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
The preliminary allocation of the fair value of the consideration transferred, including measurement period adjustments through September 30, 2013, is as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Acquired cash and cash equivalents, and restricted cash | $ | 14,188 | |||||||||||||||
Accounts receivable, net | 3,226 | ||||||||||||||||
Prepaid expenses and other current assets | 574 | ||||||||||||||||
Fixed assets and other long-term assets | 1,449 | ||||||||||||||||
Goodwill | 136,631 | ||||||||||||||||
Intangible assets | 85,450 | ||||||||||||||||
Accounts payable and accrued liabilities | (10,560 | ) | |||||||||||||||
Deferred taxes, net | (36 | ) | |||||||||||||||
Deferred revenue | (5,100 | ) | |||||||||||||||
Other liabilities | (662 | ) | |||||||||||||||
Net assets acquired | $ | 225,160 | |||||||||||||||
Acquired Intangible Assets Amortization | ' | ||||||||||||||||
The acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives and consist of the following amounts for each class of acquired intangible asset representing a provisional allocation of the fair value of the consideration transferred subject to future adjustment pending the completion of our acquisition accounting as noted above: | |||||||||||||||||
(Dollar amounts in thousands) | Useful Life | Fair Value | |||||||||||||||
Description | in Years | ||||||||||||||||
Core technology | 10 | $ | 80,100 | ||||||||||||||
Maintenance agreements | 12 | 2,500 | |||||||||||||||
Services backlog | 2 | 2,000 | |||||||||||||||
Non-compete | 3 | 500 | |||||||||||||||
Trade name | 2 | 350 | |||||||||||||||
$ | 85,450 | ||||||||||||||||
Proforma Results | ' | ||||||||||||||||
The revenue and net loss of dbMotion since March 4, 2013 that are included in our consolidated statement of operations for the three and nine months ended September 30, 2013, and the supplemental pro forma revenue and net loss of the combined entity, presented as if the acquisition of dbMotion had occurred on January 1, 2012, are as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Actual from dbMotion since acquisition date of March 4, 2013: | |||||||||||||||||
Revenue | $ | 124 | $ | 0 | $ | 852 | $ | 0 | |||||||||
Net loss | ($ | 9,579 | ) | $ | 0 | ($ | 21,119 | ) | $ | 0 | |||||||
Supplemental pro forma data for combined entity: | |||||||||||||||||
Revenue | $ | 331,527 | $ | 360,508 | $ | 1,025,951 | $ | 1,095,550 | |||||||||
Net (loss) income | (47,139 | ) | $ | 1,056 | (86,667 | ) | (4,194 | ) | |||||||||
Net (loss) earnings per share, basic and diluted | ($ | 0.26 | ) | $ | 0.01 | (0.49 | ) | ($ | 0.02 | ) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||||||||||||
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: | |||||||||||||||||||||||||||||||||||
Balance Sheet | September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||||||||||
(In thousands) | Classifications | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | Cash equivalents | $ | 2,037 | $ | 0 | $ | 0 | $ | 2,037 | $ | 14,653 | $ | 0 | $ | 0 | $ | 14,653 | ||||||||||||||||||
Marketable securities | Long-term marketable securities | 0 | 1,373 | 0 | 1,373 | 0 | 1,706 | 0 | 1,706 | ||||||||||||||||||||||||||
1.25% Call Option | Other assets | 0 | 0 | 102,483 | 102,483 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Cash conversion option | Other liabilities | 0 | 0 | (103,421 | ) | (103,421 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Interest rate swap | Other liabilities | 0 | (678 | ) | 0 | (678 | ) | 0 | (1,534 | ) | 0 | (1,534 | ) | ||||||||||||||||||||||
Total | $ | 2,037 | $ | 695 | ($ | 938 | ) | $ | 1,794 | $ | 14,653 | $ | 172 | $ | 0 | $ | 14,825 | ||||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Weighted Average Input Assumptions | ' | ||||||||||||||||
The fair value of stock options granted during the three and nine months ended September 30, 2013 was determined using the Black-Scholes-Merton valuation model and reflects the following input assumptions: | |||||||||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | ||||||||||||||||
Weighted average exercise price | $ | 15.22 | $ | 13.78 | |||||||||||||
Risk-free interest rate | 1.38 | % | 0.84 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Volatility | 47.99 | % | 54.91 | % | |||||||||||||
Expected life (years) | 4.75 | 4.75 | |||||||||||||||
Stock-Based Compensation Expense | ' | ||||||||||||||||
Stock-based compensation expense recognized during the three and nine months ended September 30, 2013 and 2012 is included in our consolidated statements of operations as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Professional services | $ | 607 | $ | 642 | $ | 1,924 | $ | 1,791 | |||||||||
Maintenance | 313 | 448 | 1,116 | 1,146 | |||||||||||||
Transaction processing and other | 372 | 530 | 1,271 | 1,378 | |||||||||||||
Total cost of revenue | 1,292 | 1,620 | 4,311 | 4,315 | |||||||||||||
Selling, general and administrative expenses | 6,606 | 5,240 | 17,418 | 16,608 | |||||||||||||
Research and development | 1,780 | 1,947 | 6,059 | 5,540 | |||||||||||||
Total stock-based compensation expense | $ | 9,678 | $ | 8,807 | $ | 27,788 | $ | 26,463 | |||||||||
Stock-Based Awards Granted | ' | ||||||||||||||||
We granted stock-based awards as follows: | |||||||||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | ||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | Shares | Weighted-Average | |||||||||||||
Grant Date | Grant Date | ||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Stock options | 210 | $ | 6.37 | 3,829 | $ | 6.35 | |||||||||||
Service-based restricted stock units | 21 | $ | 15.22 | 1,627 | $ | 13.98 | |||||||||||
Performance-based restricted stock units with a service condition | 22 | $ | 14.67 | 219 | $ | 12.92 | |||||||||||
Market-based restricted stock units with a service condition | 49 | $ | 18.08 | 565 | $ | 18.08 | |||||||||||
302 | $ | 9.5 | 6,240 | $ | 9.63 | ||||||||||||
Loss_Earnings_Per_Share_Tables
(Loss) Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Calculations of (Loss) Earnings Per Share | ' | ||||||||||||||||
The calculations of (loss) earnings per share are as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic (Loss) Earnings per Common Share: | |||||||||||||||||
Net (loss) income | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Net (loss) income available to common stockholders | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Weighted-average common shares outstanding | 178,166 | 170,874 | 176,517 | 181,156 | |||||||||||||
Basic (Loss) Earnings per Common Share | ($ | 0.27 | ) | $ | 0.05 | ($ | 0.47 | ) | $ | 0.13 | |||||||
Diluted (Loss) Earnings per Common Share: | |||||||||||||||||
Net (loss) income | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Net (loss) income available to common stockholders | ($ | 48,940 | ) | $ | 9,375 | ($ | 83,408 | ) | $ | 23,169 | |||||||
Weighted-average common shares outstanding | 178,166 | 170,874 | 176,517 | 181,156 | |||||||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 1,880 | 0 | 1,835 | |||||||||||||
Weighted-average common shares outstanding assuming dilution | 178,166 | 172,754 | 176,517 | 182,991 | |||||||||||||
Diluted (Loss) Earnings per Common Share | ($ | 0.27 | ) | $ | 0.05 | ($ | 0.47 | ) | $ | 0.13 | |||||||
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted (Loss) Earnings Per Share | ' | ||||||||||||||||
The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted (loss) earnings per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 24,839 | 2,340 | 11,388 | 1,182 | |||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||||||
Goodwill and intangible assets consist of the following: | |||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||
(In thousands) | Gross | Accumulated | Intangible | Gross | Accumulated | Intangible | |||||||||||||||||||||||
Carrying | Amortization | Assets, Net | Carrying | Amortization | Assets, Net | ||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
Intangibles subject to amortization | |||||||||||||||||||||||||||||
Proprietary technology | $ | 445,960 | ($ | 222,720 | ) | $ | 223,240 | $ | 361,660 | ($ | 197,383 | ) | $ | 164,277 | |||||||||||||||
Customer contracts and relationships | 542,205 | (345,687 | ) | 196,518 | 534,355 | (323,646 | ) | 210,709 | |||||||||||||||||||||
Total | $ | 988,165 | ($ | 568,407 | ) | $ | 419,758 | $ | 896,015 | ($ | 521,029 | ) | $ | 374,986 | |||||||||||||||
Intangibles not subject to amortization | |||||||||||||||||||||||||||||
Registered trademarks | $ | 52,000 | $ | 52,000 | |||||||||||||||||||||||||
Goodwill | 1,189,585 | 1,039,364 | |||||||||||||||||||||||||||
Total | $ | 1,241,585 | $ | 1,091,364 | |||||||||||||||||||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||||||||||||||||||||||
Changes in the carrying amounts of goodwill by reportable segment for the nine months ended September 30, 2013 were as follows: | |||||||||||||||||||||||||||||
(In thousands) | Software | Services | Client | Pathway | IT | Remote | Total | ||||||||||||||||||||||
Delivery | Delivery | Support | Solutions | Outsourcing | Hosting | ||||||||||||||||||||||||
Balance as of December 31, 2012 | $ | 320,299 | $ | 87,665 | $ | 327,793 | $ | 208,795 | $ | 59,029 | $ | 35,783 | $ | 1,039,364 | |||||||||||||||
Additions arising from business acquisitions: | |||||||||||||||||||||||||||||
dbMotion | 68,064 | 60,144 | 8,423 | 0 | 0 | 0 | 136,631 | ||||||||||||||||||||||
Jardogs | 0 | 0 | 0 | 17,016 | 0 | 0 | 17,016 | ||||||||||||||||||||||
Total additions to goodwill | 68,064 | 60,144 | 8,423 | 17,016 | 0 | 0 | 153,647 | ||||||||||||||||||||||
Impairment of goodwill | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Other adjustments to goodwill | (1,056 | ) | (289 | ) | (1,080 | ) | (688 | ) | (195 | ) | (118 | ) | (3,426 | ) | |||||||||||||||
Balance as of September 30, 2013 | $ | 387,307 | $ | 147,520 | $ | 335,136 | $ | 225,123 | $ | 58,834 | $ | 35,665 | $ | 1,189,585 | |||||||||||||||
Asset_Impairment_Charges_Table
Asset Impairment Charges (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Asset Impairment Charges | ' | ||||||||||||||||
During the three and nine months ended September 30, 2013, we also recorded non-cash charges of $2.4 million and $5.5 million, respectively, of software and fixed asset impairment charges primarily related to product consolidation activities associated with the dbMotion acquisition. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Asset impairment charges | $ | 7,371 | $ | 11,101 | $ | 10,504 | $ | 11,101 |
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Debt Outstanding Excluding Capital Lease Obligations | ' | ||||||||||||||||||||||||||||||||
Debt outstanding, excluding capital lease obligations, consisted of the following: | |||||||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
(In thousands) | Principal | Unamortized | Net | Principal | Unamortized | Net | |||||||||||||||||||||||||||
Balance | Discount | Carrying | Balance | Discount | Carrying | ||||||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $ | 345,000 | $ | 80,003 | $ | 264,997 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||
Senior Secured Credit Facilities (long-term portion) | 268,125 | 2,577 | 265,548 | 362,697 | 0 | 362,697 | |||||||||||||||||||||||||||
Senior Secured Credit Facilities (current portion) | 14,063 | 999 | 13,064 | 78,770 | 0 | 78,770 | |||||||||||||||||||||||||||
Total debt | $ | 627,188 | $ | 83,579 | $ | 543,609 | $ | 441,467 | $ | 0 | $ | 441,467 | |||||||||||||||||||||
Interest Expense | ' | ||||||||||||||||||||||||||||||||
Interest expense consisted of the following: | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Interest expense | $ | 3,653 | $ | 2,432 | $ | 10,918 | $ | 8,125 | |||||||||||||||||||||||||
Amortizaton of discounts | 2,732 | 0 | 3,055 | 0 | |||||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 510 | 1,286 | 3,157 | 3,805 | |||||||||||||||||||||||||||||
Write off of unamortized deferred debt issuance costs | 0 | 0 | 3,901 | 0 | |||||||||||||||||||||||||||||
Total interest expense | $ | 6,895 | $ | 3,718 | $ | 21,031 | $ | 11,930 | |||||||||||||||||||||||||
Interest Expense on Convertible Senior Notes | ' | ||||||||||||||||||||||||||||||||
Interest expense related to the 1.25% Notes was comprised of the following: | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Coupon interest at 1.25% | $ | 1,078 | $ | 0 | $ | 1,234 | $ | 0 | |||||||||||||||||||||||||
Amortizaton of original issuance discount | 2,474 | 0 | 2,797 | 0 | |||||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 295 | 0 | 344 | 0 | |||||||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $ | 3,847 | $ | 0 | $ | 4,375 | $ | 0 | |||||||||||||||||||||||||
Summary of Future Payments under Notes and Senior Secured Credit Facilities | ' | ||||||||||||||||||||||||||||||||
The following table summarizes our future payments under the 1.25% Notes and our senior secured credit facilities as of September 30, 2013: | |||||||||||||||||||||||||||||||||
(Dollar amounts in thousands) | Total | Remainder of | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes (1) | $ | 345,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 345,000 | |||||||||||||||||
Senior Secured Term Loan | 222,188 | 2,813 | 16,875 | 28,125 | 39,375 | 50,625 | 84,375 | 0 | |||||||||||||||||||||||||
Senior Secured Revolving Facility | 60,000 | 0 | 0 | 0 | 0 | 0 | 60,000 | 0 | |||||||||||||||||||||||||
$ | 627,188 | $ | 2,813 | $ | 16,875 | $ | 28,125 | $ | 39,375 | $ | 50,625 | $ | 144,375 | $ | 345,000 | ||||||||||||||||||
-1 | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Effective Tax Rates | ' | ||||||||||||||||
The effective tax rates were as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(Dollar amounts in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
(Loss) income before income taxes | ($ | 51,173 | ) | ($ | 10,379 | ) | ($ | 113,564 | ) | $ | 12,638 | ||||||
Income tax benefit | $ | 2,233 | $ | 19,754 | $ | 30,156 | $ | 10,531 | |||||||||
Effective tax rate | 4.4 | % | 190.3 | % | 26.6 | % | (83.3 | %) |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Activity Related to Interest Rate Swap Agreement | ' | ||||||||||||||||
We recognized the following activity related to our interest rate swap agreement: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Effective Portion | |||||||||||||||||
Current period increase (decrease) in fair value recognized in OCI | $ | 207 | ($ | 1 | ) | $ | 856 | ($ | 168 | ) | |||||||
Tax effect | (82 | ) | (1 | ) | (334 | ) | 65 | ||||||||||
Net | $ | 125 | ($ | 2 | ) | $ | 522 | ($ | 103 | ) | |||||||
Loss reclassified from OCI to interest expense | $ | 286 | $ | 432 | $ | 968 | $ | 1,376 | |||||||||
Amount excluded from Effectiveness Assessment and Ineffective Portion Gain (loss) recognized in other income (expense) | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Business_Segments_Tables
Business Segments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | ' | ||||||||||||||||
Remote Hosting is an operating segment that does not meet the quantitative thresholds for determining reportable segments; however, we have presented the revenues and income from operations related to this segment within our reconciliation to consolidated amounts in the table below. All revenues from our Pathway Solutions, IT Outsourcing and Remote Hosting operating segments are included in transaction processing and other. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | |||||||||||||||||
Software Delivery | $ | 75,396 | $ | 77,229 | $ | 222,886 | $ | 244,773 | |||||||||
Services Delivery | 50,293 | 62,462 | 169,680 | 197,669 | |||||||||||||
Client Support | 118,460 | 118,315 | 352,758 | 353,674 | |||||||||||||
Pathway Solutions | 36,760 | 42,796 | 117,609 | 130,117 | |||||||||||||
IT Outsourcing | 35,016 | 41,261 | 114,002 | 119,262 | |||||||||||||
Remote Hosting | 17,103 | 17,854 | 51,298 | 52,790 | |||||||||||||
Unallocated Amounts | (2,837 | ) | 777 | (6,149 | ) | (2,923 | ) | ||||||||||
Total revenue | $ | 330,191 | $ | 360,694 | $ | 1,022,084 | $ | 1,095,362 | |||||||||
(Loss) income from operations: | |||||||||||||||||
Software Delivery | $ | 5,196 | $ | 9,223 | $ | 27,799 | $ | 34,296 | |||||||||
Services Delivery | 3,639 | 8,390 | 10,314 | 26,033 | |||||||||||||
Client Support | 81,088 | 81,143 | 239,994 | 242,828 | |||||||||||||
Pathway Solutions | 22,730 | 26,118 | 71,551 | 79,719 | |||||||||||||
IT Outsourcing | 5,248 | 8,978 | 19,888 | 25,298 | |||||||||||||
Remote Hosting | (2,011 | ) | 668 | (4,445 | ) | 1,146 | |||||||||||
Unallocated Amounts | (159,342 | ) | (125,336 | ) | (465,157 | ) | (369,449 | ) | |||||||||
Total (loss) income from operations | ($ | 43,452 | ) | $ | 9,184 | ($ | 100,056 | ) | $ | 39,871 | |||||||
Amounts_Reclassified_Detail
Amounts Reclassified (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Revenue reclassifications from system sales to maintenance | $0 | $0 | $0 | $6,317 |
Recovered_Sheet1
Summary Of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Accounting Policies [Abstract] | ' |
Amount reclassified from deferred revenue to account receivable allowance | $7.50 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 04, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | Measurement Period Adjustments [Member] | Jardogs [Member] | Jardogs [Member] | Jardogs [Member] | ||
Purchase Price Allocation Adjustments [Member] | Purchase Price Allocation Adjustments [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Cost of revenue [Member] | Cost of revenue [Member] | Professional services [Member] | Professional services [Member] | Maintenance [Member] | Maintenance [Member] | Scenario, Forecast [Member] | ||||||||
Selling, General and Administrative Expenses [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of Acquisition | ' | ' | 4-Mar-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate consideration with fair value | ' | ' | $225,160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition, percentage of interest in dbMotion | ' | 4.25% | 4.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash borrowed to settle purchase consideration | ' | 130,000,000 | 130,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate of Promissory Note | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of interest in dbMotion prior to the acquisition | ' | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remeasurement of interest in dbMotion in connection with the acquisition | ' | ' | 8,367,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, remeasurement gain | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of non-marketable equity securities | ' | 95.75% | 95.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of estimated control premium | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential increase in the residual value allocated to goodwill before the close of the measurement period | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in deferred cash consideration payable | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction of prepaid expenses and other current assets | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction of other long-term assets | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction of other accrued liabilities | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in goodwill | -3,426,000 | ' | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional measurement period adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Acquisition and integration-related costs | ' | ' | ' | ' | ' | 1,800,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 700,000 |
Seller transaction costs | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee compensation | ' | ' | ' | ' | ' | 1,800,000 | 4,200,000 | ' | ' | ' | ' | ' | ' | 4,100,000 | ' | ' | ' | ' |
Additional employee compensation expected to be incurred in future, description | ' | ' | ' | ' | ' | ' | 'Additional employee compensation of approximately $4.1 million related to the dbMotion acquisition is expected to be incurred during the twelve months following the third quarter of fiscal 2013. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional employee compensation expected to be incurred in future, period | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product consolidation activities | ' | ' | ' | ' | ' | 2,400,000 | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of software development costs and acquisition-related assets | ' | 2,900,000 | 4,700,000 | ' | ' | ' | ' | 1,000,000 | 1,700,000 | 1,100,000 | 1,200,000 | 800,000 | 1,800,000 | ' | ' | ' | ' | ' |
Aggregate consideration with a fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | ' | ' |
Assets Acquired, intangible assets related to technology | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' |
Assets Acquired, intangible assets related to customer relationships | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Assets Acquired, deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' |
Assets Acquired, goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $17,000,000 | ' | ' |
Amortization period of acquired intangible assets excluding Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Fair_Value_of_Consideration_Tr
Fair Value of Consideration Transferred for Acquisition (Detail) (dbMotion [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
dbMotion [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | $139,061 |
Allscripts common stock, 3,823,453 shares, par value $0.01 per share, fair value at closing $12.57 per share | 48,061 |
Deferred cash consideration payable on the 18-month anniversary of the closing | 23,023 |
Subordinated promissory note maturing 18 months following the closing | 6,648 |
Fair value of Allscripts' previous interest in dbMotion | 8,367 |
Total fair value of consideration transferred | $225,160 |
Fair_Value_of_Consideration_Tr1
Fair Value of Consideration Transferred for Acquisition (Parenthetical) (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
dbMotion [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Common stock, shares | 263,074,000 | 257,087,000 | 3,823,453 |
Common stock, par value | $0.01 | $0.01 | $0.01 |
Common stock, fair value | ' | ' | $12.57 |
Deferred cash consideration payable anniversary | ' | ' | '18 months |
Subordinated promissory note maturing period | ' | ' | '18 months |
Assets_Acquired_and_Liabilitie
Assets Acquired and Liabilities Assumed (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Goodwill | $1,189,585 | $1,039,364 |
dbMotion [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Acquired cash and cash equivalents, and restricted cash | 14,188 | ' |
Accounts receivable, net | 3,226 | ' |
Prepaid expenses and other current assets | 574 | ' |
Fixed assets and other long-term assets | 1,449 | ' |
Goodwill | 136,631 | ' |
Intangible assets | 85,450 | ' |
Accounts payable and accrued liabilities | -10,560 | ' |
Deferred taxes, net | -36 | ' |
Deferred revenue | -5,100 | ' |
Other liabilities | -662 | ' |
Net assets acquired | $225,160 | ' |
Acquired_Intangible_Assets_Amo
Acquired Intangible Assets Amortization (Detail) (dbMotion [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Business Acquisition [Line Items] | ' |
Intangible assets, fair value | $85,450 |
Core Technology [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets, useful life (in years) | '10 years |
Intangible assets, fair value | 80,100 |
Maintenance Agreements [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets, useful life (in years) | '12 years |
Intangible assets, fair value | 2,500 |
Services Backlog [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets, useful life (in years) | '2 years |
Intangible assets, fair value | 2,000 |
Non-compete [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets, useful life (in years) | '3 years |
Intangible assets, fair value | 500 |
Trade Name [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets, useful life (in years) | '2 years |
Intangible assets, fair value | $350 |
Proforma_Results_Detail
Proforma Results (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenue | $330,191 | $360,694 | $1,022,084 | $1,095,362 |
Net loss | -48,940 | 9,375 | -83,408 | 23,169 |
dbMotion [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenue | 124 | 0 | 852 | 0 |
Net loss | -9,579 | 0 | -21,119 | 0 |
Combined Entity [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenue | 331,527 | 360,508 | 1,025,951 | 1,095,550 |
Net (loss) income | ($47,139) | $1,056 | ($86,667) | ($4,194) |
Net (loss) earnings per share, basic and diluted | ($0.26) | $0.01 | ($0.49) | ($0.02) |
Summary_of_Financial_Assets_an
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | $1,794 | $14,825 |
Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -678 | -1,534 |
Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 2,037 | 14,653 |
Marketable securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Long-term marketable securities | 1,373 | 1,706 |
1.25% Call Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other assets | 102,483 | 0 |
Cash Conversion Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -103,421 | 0 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | 2,037 | 14,653 |
Level 1 [Member] | Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 2,037 | 14,653 |
Level 1 [Member] | Marketable securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Long-term marketable securities | 0 | 0 |
Level 1 [Member] | 1.25% Call Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other assets | 0 | 0 |
Level 1 [Member] | Cash Conversion Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | 0 | 0 |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | 695 | 172 |
Level 2 [Member] | Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -678 | -1,534 |
Level 2 [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 0 |
Level 2 [Member] | Marketable securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Long-term marketable securities | 1,373 | 1,706 |
Level 2 [Member] | 1.25% Call Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other assets | 0 | 0 |
Level 2 [Member] | Cash Conversion Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | 0 | 0 |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | -938 | 0 |
Level 3 [Member] | Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 0 |
Level 3 [Member] | Marketable securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Long-term marketable securities | 0 | 0 |
Level 3 [Member] | 1.25% Call Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other assets | 102,483 | 0 |
Level 3 [Member] | Cash Conversion Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | ($103,421) | $0 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Non-marketable equity securities | ' | ' | ' | $13,000,000 |
Cash proceeds on sale of investments | 12,500,000 | 12,855,000 | 84,000 | ' |
Sale of investment amount held in escrow | 2,000,000 | ' | ' | ' |
Gain on sale of investment | ' | 4,700,000 | ' | ' |
dbMotion [Member] | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Percentage of non-marketable equity securities | ' | 4.25% | ' | ' |
Carrying value of interest in dbMotion prior to the acquisition | ' | 5,000,000 | ' | ' |
Remeasurement of interest in dbMotion in connection with the acquisition | ' | 8,367,000 | ' | ' |
Business combination, remeasurement gain | ' | $3,400,000 | ' | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||
Apr. 30, 2012 | Apr. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | 5-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | |
Series A Junior Participating Preferred Stock [Member] | Series A Junior Participating Preferred Stock [Member] | 1.25% Warrants [Member] | 1.25% Warrants [Member] | |||||||
Commercial Partner [Member] | ||||||||||
Installment | ||||||||||
Capital Unit [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Options Granted | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' |
Share issued, exercise of options and release of stock awards | ' | ' | ' | 2,200,000 | ' | 2,400,000 | ' | ' | ' | ' |
Stock repurchase program, amount authorized | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, expiring date | ' | 9-May-14 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, authorized repurchase period (in years) | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, additional authorized amount | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, total authorized amount | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchased, shares | ' | ' | 0 | 0 | 20,700,000 | ' | ' | ' | ' | ' |
Common stock repurchased, value | ' | ' | ' | ' | 226,000,000 | ' | ' | ' | ' | ' |
Stock repurchase program, remaining amount authorized | ' | ' | ' | 123,000,000 | ' | ' | ' | ' | ' | ' |
Shares settled for tax withholding | ' | ' | ' | 564,000 | 303,000 | ' | ' | ' | ' | ' |
Number of warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | 20,100,000 | 1,500,000 |
Initial exercise price of warrant per share | ' | ' | ' | ' | ' | ' | ' | ' | 23.135 | 12.94 |
Proceeds from the sale of warrant | ' | ' | ' | ' | ' | ' | ' | ' | 51,200,000 | ' |
Warrant expiration term | ' | ' | ' | ' | ' | ' | ' | ' | 'The 1.25% Warrants expire over a period of 70 trading days beginning on October 1, 2020 and are exercisable only upon expiration. | ' |
Warrant expiration period | ' | ' | ' | ' | ' | ' | ' | ' | '70 days | ' |
Warrant expiration beginning period | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-20 | ' |
Number of installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 |
Number of warrants vested during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 375,000 |
Warrant expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2020-06 |
Fair value recognized as reduction to transaction processing and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | $800,000 |
Preferred stock, shares authorized | ' | ' | 1,000,000 | 1,000,000 | ' | 1,000,000 | 349,000 | ' | ' | ' |
Preferred stock issued or outstanding | ' | ' | 0 | 0 | ' | 0 | ' | ' | ' | ' |
Stockholder Rights Plan, exercise price per right | ' | ' | ' | ' | ' | ' | ' | $45 | ' | ' |
Stockholder Rights Plan, record date | ' | ' | ' | 17-May-12 | ' | ' | ' | ' | ' | ' |
Stockholder Rights Plan, purchase entitlement number of shares per right | ' | ' | ' | ' | ' | ' | ' | 0.001 | ' | ' |
Weighted_Average_Input_Assumpt
Weighted Average Input Assumptions (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Weighted average exercise price | $15.22 | $13.78 |
Risk-free interest rate | 1.38% | 0.84% |
Dividend yield | 0.00% | 0.00% |
Volatility | 47.99% | 54.91% |
Expected life (years) | '4 years 9 months | '4 years 9 months |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | $9,678 | $8,807 | $27,788 | $26,463 |
Cost of revenue [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 1,292 | 1,620 | 4,311 | 4,315 |
Cost of revenue [Member] | Professional Services [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 607 | 642 | 1,924 | 1,791 |
Cost of revenue [Member] | Maintenance [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 313 | 448 | 1,116 | 1,146 |
Cost of revenue [Member] | Transaction processing and other [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 372 | 530 | 1,271 | 1,378 |
Selling, General and Administrative Expenses [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 6,606 | 5,240 | 17,418 | 16,608 |
Research and development expense [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | $1,780 | $1,947 | $6,059 | $5,540 |
StockBased_Awards_Granted_Deta
Stock-Based Awards Granted (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 302 | 6,240 |
Weighted-Average Grant Date Fair Value, granted | $9.50 | $9.63 |
Service-Based Restricted Stock Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 21 | 1,627 |
Weighted-Average Grant Date Fair Value, granted | $15.22 | $13.98 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 22 | 219 |
Weighted-Average Grant Date Fair Value, granted | $14.67 | $12.92 |
Market Based Restricted Stock Units with a Service Condition [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 49 | 565 |
Weighted-Average Grant Date Fair Value, granted | $18.08 | $18.08 |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock options granted | 210 | 3,829 |
Weighted-Average Grant Date Fair Value, stock options granted | $6.37 | $6.35 |
Calculations_of_Earnings_loss_
Calculations of Earnings (loss) Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net (loss) income | ($48,940) | $9,375 | ($83,408) | $23,169 |
Net (loss) income available to common stockholders | -48,940 | 9,375 | -83,408 | 23,169 |
Weighted average common shares outstanding | 178,166 | 170,874 | 176,517 | 181,156 |
Basic (Loss) Earnings per Common Share | ($0.27) | $0.05 | ($0.47) | $0.13 |
Net (loss) income | -48,940 | 9,375 | -83,408 | 23,169 |
Net (loss) income available to common stockholders | ($48,940) | $9,375 | ($83,408) | $23,169 |
Weighted average common shares outstanding | 178,166 | 170,874 | 176,517 | 181,156 |
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 1,880 | 0 | 1,835 |
Weighted average common shares outstanding assuming dilution | 178,166 | 172,754 | 176,517 | 182,991 |
Diluted (Loss) Earnings per Common Share | ($0.27) | $0.05 | ($0.47) | $0.13 |
AntiDilutive_Stock_Options_Res
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted (Loss) Earnings Per Share (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 24,839 | 2,340 | 11,388 | 1,182 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $988,165 | $896,015 |
Accumulated Amortization | -568,407 | -521,029 |
Intangible Assets, Net | 419,758 | 374,986 |
Registered trademarks | 52,000 | 52,000 |
Goodwill | 1,189,585 | 1,039,364 |
Total | 1,241,585 | 1,091,364 |
Proprietary Technology [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 445,960 | 361,660 |
Accumulated Amortization | -222,720 | -197,383 |
Intangible Assets, Net | 223,240 | 164,277 |
Customer Contracts and Relationships [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 542,205 | 534,355 |
Accumulated Amortization | -345,687 | -323,646 |
Intangible Assets, Net | $196,518 | $210,709 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additional goodwill recognized | $153,647,000 | ' |
Increase in goodwill | -3,426,000 | ' |
Accumulated impairment losses associated with goodwill | 0 | 0 |
dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additional goodwill recognized | 136,631,000 | ' |
Purchase Price Allocation Adjustments [Member] | dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Increase in goodwill | $3,200,000 | ' |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Goodwill | $1,039,364 | ' |
Additions arising from business acquisitions | 153,647 | ' |
Impairment of goodwill | 0 | ' |
Other adjustments to goodwill | -3,426 | ' |
Goodwill, net | 1,189,585 | 1,039,364 |
dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 136,631 | ' |
Goodwill, net | 136,631 | ' |
Jardogs [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 17,016 | ' |
Software Delivery [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Goodwill | 320,299 | ' |
Additions arising from business acquisitions | 68,064 | ' |
Impairment of goodwill | 0 | ' |
Other adjustments to goodwill | -1,056 | ' |
Goodwill, net | 387,307 | ' |
Software Delivery [Member] | dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 68,064 | ' |
Software Delivery [Member] | Jardogs [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 0 | ' |
Services Delivery [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Goodwill | 87,665 | ' |
Additions arising from business acquisitions | 60,144 | ' |
Impairment of goodwill | 0 | ' |
Other adjustments to goodwill | -289 | ' |
Goodwill, net | 147,520 | ' |
Services Delivery [Member] | dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 60,144 | ' |
Services Delivery [Member] | Jardogs [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 0 | ' |
Client Support [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Goodwill | 327,793 | ' |
Additions arising from business acquisitions | 8,423 | ' |
Impairment of goodwill | 0 | ' |
Other adjustments to goodwill | -1,080 | ' |
Goodwill, net | 335,136 | ' |
Client Support [Member] | dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 8,423 | ' |
Client Support [Member] | Jardogs [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 0 | ' |
Pathway Solutions [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Goodwill | 208,795 | ' |
Additions arising from business acquisitions | 17,016 | ' |
Impairment of goodwill | 0 | ' |
Other adjustments to goodwill | -688 | ' |
Goodwill, net | 225,123 | ' |
Pathway Solutions [Member] | dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 0 | ' |
Pathway Solutions [Member] | Jardogs [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 17,016 | ' |
IT Outsourcing [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Goodwill | 59,029 | ' |
Additions arising from business acquisitions | 0 | ' |
Impairment of goodwill | 0 | ' |
Other adjustments to goodwill | -195 | ' |
Goodwill, net | 58,834 | ' |
IT Outsourcing [Member] | dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 0 | ' |
IT Outsourcing [Member] | Jardogs [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 0 | ' |
Remote Hosting [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Goodwill | 35,783 | ' |
Additions arising from business acquisitions | 0 | ' |
Impairment of goodwill | 0 | ' |
Other adjustments to goodwill | -118 | ' |
Goodwill, net | 35,665 | ' |
Remote Hosting [Member] | dbMotion [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | 0 | ' |
Remote Hosting [Member] | Jardogs [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Additions arising from business acquisitions | $0 | ' |
Asset_Impairment_Charges_Addit
Asset Impairment Charges - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Capitalized Software Development Costs [Member] | Capitalized Software Development Costs [Member] | dbMotion [Member] | dbMotion [Member] | |
Asset Impairment And Lease Termination Charges [Line Items] | ' | ' | ' | ' |
Non-cash charges recorded to earnings | $5 | $11.10 | $2.40 | $5.50 |
Asset_Impairment_Charges_Detai
Asset Impairment Charges (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Asset Impairment Charges [Abstract] | ' | ' | ' | ' |
Asset impairment charges | $7,371 | $11,101 | $10,504 | $11,101 |
Debt_Outstanding_Excluding_Cap
Debt Outstanding Excluding Capital Lease Obligations (Detail) (USD $) | Sep. 30, 2013 | Jun. 18, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ' | |
Principal Balance | $627,188 | ' | $441,467 | |
Unamortized Discount | 83,579 | ' | 0 | |
Net Carrying Amount | 543,609 | ' | 441,467 | |
1.25% Cash Convertible Senior Notes [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Principal Balance | 345,000 | [1] | 345,000 | 0 |
Unamortized Discount | 80,003 | ' | 0 | |
Net Carrying Amount | 264,997 | ' | 0 | |
Senior Secured Credit Facilities (long-term portion) [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Principal Balance | 268,125 | ' | 362,697 | |
Unamortized Discount | 2,577 | ' | 0 | |
Net Carrying Amount | 265,548 | ' | 362,697 | |
Senior Secured Credit Facilities (current portion) [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Principal Balance | 14,063 | ' | 78,770 | |
Unamortized Discount | 999 | ' | 0 | |
Net Carrying Amount | $13,064 | ' | $78,770 | |
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Interest_Expense_Detail
Interest Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Interest expense | $3,653 | $2,432 | $10,918 | $8,125 |
Amortization of discounts | 2,732 | 0 | 3,055 | 0 |
Amortization of debt issuance costs | 510 | 1,286 | 3,157 | 3,805 |
Write off of unamortized deferred debt issuance costs | 0 | 0 | 3,901 | 0 |
Total interest expense | $6,895 | $3,718 | $21,031 | $11,930 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 18, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |||
LIBOR [Member] | Senior Secured Credit Facilities [Member] | Letter of Credit [Member] | Line of Credit [Member] | Credit Agreement On Two Thousand And Thirteen [Member] | Credit Agreement On Two Thousand And Thirteen [Member] | Credit Facility [Member] | Credit Facility [Member] | 1.25% Cash Convertible Senior Notes [Member] | 1.25% Cash Convertible Senior Notes [Member] | 1.25% Cash Convertible Senior Notes [Member] | 1.25% Cash Convertible Senior Notes [Member] | 1.25% Cash Convertible Senior Notes [Member] | 1.25% Cash Convertible Senior Notes [Member] | 1.25% Cash Convertible Senior Notes [Member] | 1.25% Cash Convertible Senior Notes [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] | 1.25% Call Option [Member] | 1.25% Warrants [Member] | Term Loan Facility [Member] | Amended and Restated Credit Agreement [Member] | Amended and Restated Credit Agreement [Member] | Senior Secured Revolving Facility And / Or Term Loan Facility [Member] | Senior Secured Term Loan [Member] | ||||||||
Condition One [Member] | Condition Two [Member] | Maximum [Member] | Minimum [Member] | Federal Funds Rate [Member] | LIBOR [Member] | Revolving Credit Facility Foreign Currency [Member] | ||||||||||||||||||||||||||||||
D | D | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument principal amount | $627,188,000 | ' | $627,188,000 | ' | $441,467,000 | ' | ' | ' | ' | ' | ' | ' | ' | $345,000,000 | [1] | ' | $345,000,000 | [1] | ' | $345,000,000 | $0 | ' | ' | ' | $60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $222,188,000 |
Proceeds from debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 305,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Repayment of outstanding senior secured credit facilities | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accrued professional fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Interest payment, terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Interest on the 1.25% Notes is payable semiannually in arrears on January 1 and July 1 of each year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt, Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jul-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Threshold trading days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Threshold consecutive trading days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument conversion price percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument convertible, principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | 1,000 | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Convertible number of equity instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58.1869 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Conversion price per common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $17.19 | ' | $17.19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Repurchase percentage on principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Fair value liability of embedded cash conversion option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,800,000 | ' | 82,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt, effective percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.40% | ' | 5.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Convertible debt instrument remaining discount amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, fees and aggregate cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | 8,400,000 | ' | 8,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument capitalized amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' | 8,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Deferred charges capitalized amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,100,000 | 8,000,000 | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Initial payment of premium to the counterparties | ' | ' | 31,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,800,000 | 51,200,000 | ' | ' | ' | ' | ' | ||
Warrants measurement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '70 days | ' | ' | ' | ' | ' | ||
Number of issued warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,074,481 | ' | ' | ' | ' | ' | ||
Number of issued warrants, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $23.14 | ' | ' | ' | ' | ' | ||
Credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425,000,000 | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | ' | ' | ||
Senior secured credit facilities term, years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ||
Portion of facility available for issuance of letters of credit | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Portion of facility available for issuance of swingline loans | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Credit facility, maximum borrowing capacity, foreign currencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ||
Credit facility, amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ||
Aggregate amount of additional credit facilities authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ||
Basis spread on variable rate | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ||
Applicable margin for borrowing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Applicable margin for borrowing in loans based on Eurocurrency rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Foreign subsidiary capital stock, maximum | 65.00% | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Secured leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt issue discount, amortized to interest expense | 83,579,000 | ' | 83,579,000 | ' | 0 | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | 80,003,000 | ' | 80,003,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Deferred debt issuance cost written off with previous credit facility | 0 | 0 | 3,901,000 | 0 | ' | ' | ' | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Deferred costs associated with credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Financing cost fees incurred | 510,000 | 1,286,000 | 3,157,000 | 3,805,000 | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | 295,000 | 0 | 344,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Borrowings outstanding in term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 222,000,000 | ||
Letters of credit outstanding | 1,200,000 | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total interest rate | ' | ' | ' | ' | ' | 2.43% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Unamortized deferred debt issuance costs | 12,100,000 | ' | 12,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Credit facility, amount available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $363,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Interest_Expense_on_Convertibl
Interest Expense on Convertible Senior Notes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Coupon interest at 1.25% | $3,653 | $2,432 | $10,918 | $8,125 |
Amortization of original issuance discount | 2,732 | 0 | 3,055 | 0 |
Amortization of debt issuance costs | 510 | 1,286 | 3,157 | 3,805 |
Total interest expense | 6,895 | 3,718 | 21,031 | 11,930 |
1.25% Cash Convertible Senior Notes [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Coupon interest at 1.25% | 1,078 | 0 | 1,234 | 0 |
Amortization of original issuance discount | 2,474 | 0 | 2,797 | 0 |
Amortization of debt issuance costs | 295 | 0 | 344 | 0 |
Total interest expense | $3,847 | $0 | $4,375 | $0 |
Summary_of_Future_Payments_und
Summary of Future Payments under Notes and Senior Secured Credit Facilities (Detail) (USD $) | Sep. 30, 2013 | Jun. 18, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ' | |
Total | $627,188 | ' | $441,467 | |
Remainder of 2013 | 2,813 | ' | ' | |
2014 | 16,875 | ' | ' | |
2015 | 28,125 | ' | ' | |
2016 | 39,375 | ' | ' | |
2017 | 50,625 | ' | ' | |
2018 | 144,375 | ' | ' | |
Thereafter | 345,000 | ' | ' | |
1.25% Cash Convertible Senior Notes [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Total | 345,000 | [1] | 345,000 | 0 |
Remainder of 2013 | 0 | [1] | ' | ' |
2014 | 0 | [1] | ' | ' |
2015 | 0 | [1] | ' | ' |
2016 | 0 | [1] | ' | ' |
2017 | 0 | [1] | ' | ' |
2018 | 0 | [1] | ' | ' |
Thereafter | 345,000 | [1] | ' | ' |
Senior Secured Term Loan [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Total | 222,188 | ' | ' | |
Remainder of 2013 | 2,813 | ' | ' | |
2014 | 16,875 | ' | ' | |
2015 | 28,125 | ' | ' | |
2016 | 39,375 | ' | ' | |
2017 | 50,625 | ' | ' | |
2018 | 84,375 | ' | ' | |
Thereafter | 0 | ' | ' | |
Senior Secured Revolving Facility [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Total | 60,000 | ' | ' | |
Remainder of 2013 | 0 | ' | ' | |
2014 | 0 | ' | ' | |
2015 | 0 | ' | ' | |
2016 | 0 | ' | ' | |
2017 | 0 | ' | ' | |
2018 | 60,000 | ' | ' | |
Thereafter | $0 | ' | ' | |
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Summary_of_Future_Payments_und1
Summary of Future Payments under Notes and Senior Secured Credit Facilities (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
1.25% notes maturity period | 1-Jul-20 |
Effective_Tax_Rates_Detail
Effective Tax Rates (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
(Loss) income before income taxes | ($51,173) | ($10,379) | ($113,564) | $12,638 |
Income tax benefit | $2,233 | $19,754 | $30,156 | $10,531 |
Effective tax rate | 4.40% | 190.30% | 26.60% | -83.30% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Valuation allowance | ' | $16.30 | ' |
Tax benefit related to settlement | 16 | ' | ' |
Charges on non-deductible for tax purposes | ' | ' | 16 |
Reinstatement of tax credit included in tax benefit | ' | 2.9 | ' |
Unrecognized income tax benefits | ' | 21 | 18.1 |
Increase in unrecognized income tax benefit | ' | $2.90 | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Oct. 29, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 29, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
1.25% Notes Embedded Cash Conversion Options [Member] | 1.25% Notes Embedded Cash Conversion Options [Member] | Call Option [Member] | Call Option [Member] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Call Spread Overlay [Member] | Call Spread Overlay [Member] | Call Spread Overlay [Member] | ||||||
Short [Member] | Short [Member] | Call Option [Member] | Call Option [Member] | Level 3 [Member] | 1.25% Call Option [Member] | 1.25% Warrants [Member] | |||||||||||||
1.25% Notes Embedded Cash Conversion Options [Member] | 1.25% Notes Embedded Cash Conversion Options [Member] | Short [Member] | Short [Member] | Fair Value Measurements [Member] | |||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of call option related to 1.25% senior cash convertible notes | ' | ' | ' | $82,800,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $82,800,000 | ' |
Proceeds from issuance of warrants | ' | ' | ' | 51,208,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,200,000 |
Net cash outflow for call spread overlay | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,600,000 | ' | ' |
Initial payment of premium to the counterparties | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102,500,000 | ' | ' | ' | ' | ' | ' |
Gain on call options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,400,000 | 19,700,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value liability of embedded cash conversion option | ' | ' | ' | ' | ' | 103,400,000 | 82,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on call options | ' | ' | ' | ' | ' | ' | ' | 22,300,000 | 20,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap agreement effective date | 29-Oct-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of interest rate swap agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | 300,000,000 | ' | ' | ' |
Interest rate swap agreement termination date | 31-Oct-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective fixed interest rate for swap agreement | ' | 0.90% | ' | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of interest rate swap agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 1,500,000 | ' | ' | ' | ' |
Derivative losses included in OCI to be reclassified into earnings within next 12 months | ' | 700,000 | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable effective interest rate for swap agreement | ' | 2.43% | ' | 2.43% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (losses) reclassified from OCI into earnings due to forecasted transactions that failed to occur | ' | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Activity_Related_to_Interest_R
Activity Related to Interest Rate Swap Agreement (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ' | ' | ' |
Current period increase (decrease) in fair value recognized in OCI | $207 | ($1) | $856 | ($168) |
Tax effect | -82 | -1 | -334 | 65 |
Unrealized gain (loss) on interest rate swap, net of tax | 125 | -2 | 522 | -103 |
Loss reclassified from OCI to interest expense | 286 | 432 | 968 | 1,376 |
Amount excluded from Effectiveness Assessment and Ineffective Portion Gain (loss) recognized in other income (expense) | $0 | $0 | $0 | $0 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | |
Sep. 30, 2013 | 1-May-12 | Mar. 07, 2013 | |
Minimum [Member] | |||
Cardinal Health 200, LLC [Member] | |||
Loss Contingencies [Line Items] | ' | ' | ' |
Contingency allegations | 'Counterclaims against Pegasus for breach of two license agreements, breach of warranty, breach of a settlement and arbitration agreement, and three counts of negligent misrepresentation | ' | ' |
Damages for alleged breaches of contract | ' | ' | $3,978,000 |
Damages sought per alleged violation of the TCPA | ' | $500 | ' |
Revenues_and_Income_from_Opera
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $330,191 | $360,694 | $1,022,084 | $1,095,362 |
(Loss) income from operations | -43,452 | 9,184 | -100,056 | 39,871 |
Unallocated Amounts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | -2,837 | 777 | -6,149 | -2,923 |
(Loss) income from operations | -159,342 | -125,336 | -465,157 | -369,449 |
Software Delivery [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 75,396 | 77,229 | 222,886 | 244,773 |
(Loss) income from operations | 5,196 | 9,223 | 27,799 | 34,296 |
Services Delivery [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 50,293 | 62,462 | 169,680 | 197,669 |
(Loss) income from operations | 3,639 | 8,390 | 10,314 | 26,033 |
Client Support [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 118,460 | 118,315 | 352,758 | 353,674 |
(Loss) income from operations | 81,088 | 81,143 | 239,994 | 242,828 |
Pathway Solutions [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 36,760 | 42,796 | 117,609 | 130,117 |
(Loss) income from operations | 22,730 | 26,118 | 71,551 | 79,719 |
IT Outsourcing [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 35,016 | 41,261 | 114,002 | 119,262 |
(Loss) income from operations | 5,248 | 8,978 | 19,888 | 25,298 |
Remote Hosting [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 17,103 | 17,854 | 51,298 | 52,790 |
(Loss) income from operations | ($2,011) | $668 | ($4,445) | $1,146 |
North_American_Site_Consolidat1
North American Site Consolidation Plan - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
North American Site Consolidation Plan [Member] | North American Site Consolidation Plan [Member] | North American Site Consolidation Plan [Member] | North American Site Consolidation Plan [Member] | North American Site Consolidation Plan [Member] | North American Site Consolidation Plan [Member] | |||||
Office | Scenario, Forecast [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Warehouse | ||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of offices closed under the Site Consolidation Plan | ' | ' | ' | ' | ' | ' | 12 | ' | ' | ' |
Number of Warehouse closed under the Site Consolidation Plan | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
Severance costs incurred | ' | ' | ' | ' | $1,000,000 | $13,400,000 | ' | ' | ' | ' |
Accrued severance and other costs | ' | ' | ' | ' | 5,900,000 | 5,900,000 | ' | ' | ' | ' |
Relocation and other costs related to the plan | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 3,800,000 |
Research and development expenses | 49,400,000 | 37,802,000 | 151,881,000 | 112,164,000 | ' | ' | ' | ' | 1,900,000 | 2,600,000 |
Lease exit costs | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' |
Future lease exit cost | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' |