Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 27, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'MDRX | ' | ' |
Entity Registrant Name | 'ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | ' | ' |
Entity Central Index Key | '0001124804 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 179,052,578 | ' |
Entity Public Float | ' | ' | $2,282,040,429 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $62,954 | $103,956 |
Accounts receivable, net of allowance of $54,252 and $45,320 at December 31, 2013 and 2012, respectively | 313,486 | 302,097 |
Deferred taxes, net | 55,468 | 56,499 |
Prepaid expenses and other current assets | 107,911 | 110,023 |
Total current assets | 539,819 | 572,575 |
Long-term marketable securities | 1,329 | 1,706 |
Fixed assets, net | 174,013 | 155,494 |
Software development costs, net | 88,244 | 95,579 |
Intangible assets, net | 455,971 | 426,986 |
Goodwill | 1,189,585 | 1,039,364 |
Deferred taxes, net | 7,361 | 7,529 |
Other assets | 163,341 | 50,304 |
Total assets | 2,619,663 | 2,349,537 |
Current liabilities: | ' | ' |
Accounts payable | 72,956 | 45,874 |
Accrued expenses | 96,499 | 93,100 |
Accrued compensation and benefits | 80,196 | 44,124 |
Deferred revenue | 251,038 | 255,726 |
Current maturities of long-term debt and capital lease obligations | 16,350 | 79,305 |
Total current liabilities | 517,039 | 518,129 |
Long-term debt | 545,133 | 362,697 |
Deferred revenue | 29,080 | 19,750 |
Deferred taxes, net | 79,694 | 125,913 |
Other liabilities | 130,572 | 38,707 |
Total liabilities | 1,301,518 | 1,065,196 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding at December 31, 2013 and 2012 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized at December 31, 2013 and 2012; 263,474 and 178,802 shares issued and outstanding at December 31, 2013, respectively; 257,087 and 172,415 shares issued and outstanding at December 31, 2012, respectively | 2,635 | 2,571 |
Treasury stock: at cost, 84,672 at December 31, 2013 and 2012 | -278,036 | -278,036 |
Additional paid-in capital | 1,716,847 | 1,577,260 |
Accumulated deficit | -121,556 | -17,530 |
Accumulated other comprehensive (loss) income | -1,745 | 76 |
Total stockholders' equity | 1,318,145 | 1,284,341 |
Total liabilities and stockholders' equity | $2,619,663 | $2,349,537 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance | $54,252 | $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 | 263,474 | 257,087 |
Common stock, shares outstanding | 178,802 | 172,415 |
Treasury stock at cost, shares | 84,672 | 84,672 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
System sales | $113,573 | $145,274 | $227,906 |
Professional services | 230,524 | 270,541 | 250,348 |
Maintenance | 471,949 | 460,138 | 438,999 |
Transaction processing and other | 557,015 | 570,372 | 526,824 |
Total revenue | 1,373,061 | 1,446,325 | 1,444,077 |
Cost of revenue: | ' | ' | ' |
System sales (excluding amortization of software development costs and acquisition-related assets shown below) | 54,252 | 62,884 | 90,305 |
Professional services | 215,136 | 234,869 | 210,614 |
Maintenance | 143,957 | 145,352 | 135,570 |
Transaction processing and other | 340,059 | 331,269 | 288,189 |
Total cost of revenue | 838,605 | 839,790 | 778,512 |
Gross profit | 534,456 | 606,535 | 665,565 |
Selling, general and administrative expenses | 419,599 | 384,370 | 387,571 |
Research and development | 199,751 | 162,158 | 104,106 |
Asset impairment charges | 11,454 | 11,101 | 0 |
(Loss) income from operations | -127,601 | 13,271 | 136,544 |
Interest expense | -28,055 | -16,187 | -20,750 |
Other income (expense), net | 7,310 | -14,544 | 1,685 |
(Loss) income before income taxes | -148,346 | -17,460 | 117,479 |
Income tax benefit (provision) | 44,320 | 16,307 | -43,870 |
Net (loss) income | -104,026 | -1,153 | 73,609 |
(Loss) earnings per share - basic and diluted | ($0.59) | ($0.01) | $0.39 |
Direct Cost Of Revenues [Member] | ' | ' | ' |
Cost of revenue: | ' | ' | ' |
Amortization of software development and acquisition-related assets | 85,201 | 65,416 | 53,834 |
Other Costs [Member] | ' | ' | ' |
Cost of revenue: | ' | ' | ' |
Amortization of intangible and acquisition-related assets | $31,253 | $35,635 | $37,344 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' |
Net (loss) income | ($104,026) | ($1,153) | $73,609 |
Other comprehensive income (loss), net of taxes: | ' | ' | ' |
Unrealized gain (loss) on marketable securities, net of tax | 6 | 78 | -3 |
Derivatives qualifying as hedges: | ' | ' | ' |
Unrealized loss on interest rate swap | -139 | -1,563 | -5,781 |
Reclassification adjustment for loss included in net (loss) income | 1,215 | 1,783 | 2,024 |
Tax effect | -421 | -87 | 1,463 |
Unrealized gain (loss) on interest rate swap, net of tax | 655 | 133 | -2,294 |
Change in foreign currency translation adjustments | -2,482 | 407 | -578 |
Total other comprehensive (loss) income | -1,821 | 618 | -2,875 |
Comprehensive (loss) income | ($105,847) | ($535) | $70,734 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock Issued [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands | ||||||
Beginning Balance at Dec. 31, 2010 | $1,383,768 | $2,507 | ($613) | $1,469,527 | ($89,986) | $2,333 |
Beginning Balance, Shares at Dec. 31, 2010 | ' | 250,710 | -61,308 | ' | ' | ' |
Stock-based compensation expense | 41,199 | 0 | 0 | 41,199 | 0 | 0 |
Common stock issued under stock plans, net of shares withheld for employee taxes | 23,663 | 40 | 0 | 23,623 | 0 | 0 |
Common stock issued under stock plans, net of shares withheld for employee taxes, Shares | ' | 3,981 | 0 | ' | ' | ' |
Excess tax benefit (deficiency) realized upon exercise of stock-based compensation | 8,818 | 0 | 0 | 8,818 | 0 | 0 |
Repurchase of shares of common stock | -51,462 | 0 | -51,462 | 0 | 0 | 0 |
Repurchase of shares of common stock, Shares | ' | 0 | -2,643 | ' | ' | ' |
Net (loss) income | 73,609 | 0 | 0 | 0 | 73,609 | 0 |
Unrealized gain (loss) on marketable securities, net of tax | -3 | 0 | 0 | 0 | 0 | -3 |
Unrealized gain (loss) on interest rate swap, net of tax | -2,294 | 0 | 0 | 0 | 0 | -2,294 |
Foreign currency translation adjustment | -578 | 0 | 0 | 0 | 0 | -578 |
Ending Balance at Dec. 31, 2011 | 1,476,720 | 2,547 | -52,075 | 1,543,167 | -16,377 | -542 |
Ending Balance, Shares at Dec. 31, 2011 | ' | 254,691 | -63,951 | ' | ' | ' |
Stock-based compensation expense | 39,985 | 0 | 0 | 39,985 | 0 | 0 |
Common stock issued under stock plans, net of shares withheld for employee taxes | -4,773 | 24 | 0 | -4,797 | 0 | 0 |
Common stock issued under stock plans, net of shares withheld for employee taxes, Shares | ' | 2,396 | 0 | ' | ' | ' |
Excess tax benefit (deficiency) realized upon exercise of stock-based compensation | -1,095 | 0 | 0 | -1,095 | 0 | 0 |
Repurchase of shares of common stock | -225,961 | 0 | -225,961 | 0 | 0 | 0 |
Repurchase of shares of common stock, Shares | ' | 0 | -20,721 | ' | ' | ' |
Net (loss) income | -1,153 | 0 | 0 | 0 | -1,153 | 0 |
Unrealized gain (loss) on marketable securities, net of tax | 78 | 0 | 0 | 0 | 0 | 78 |
Unrealized gain (loss) on interest rate swap, net of tax | 133 | 0 | 0 | 0 | 0 | 133 |
Foreign currency translation adjustment | 407 | 0 | 0 | 0 | 0 | 407 |
Ending Balance at Dec. 31, 2012 | 1,284,341 | 2,571 | -278,036 | 1,577,260 | -17,530 | 76 |
Ending Balance, Shares at Dec. 31, 2012 | ' | 257,087 | -84,672 | ' | ' | ' |
Stock-based compensation expense | 37,542 | 0 | 0 | 36,252 | 0 | 0 |
Common stock issued under stock plans, net of shares withheld for employee taxes | 2,505 | 26 | 0 | 2,479 | 0 | 0 |
Common stock issued under stock plans, net of shares withheld for employee taxes, Shares | ' | 2,564 | 0 | ' | ' | ' |
Issuance of common stock for acquisition of dbMotion | 48,061 | 38 | 0 | 48,023 | 0 | 0 |
Issuance of common stock for acquisition of dbMotion, Shares | ' | 3,823 | 0 | ' | ' | ' |
Excess tax benefit (deficiency) realized upon exercise of stock-based compensation | 335 | 0 | 0 | 335 | 0 | 0 |
Warrants issued, net of issuance costs | 51,208 | 0 | 0 | 52,498 | 0 | 0 |
Net (loss) income | -104,026 | 0 | 0 | 0 | -104,026 | 0 |
Unrealized gain (loss) on marketable securities, net of tax | 6 | 0 | 0 | 0 | 0 | 6 |
Unrealized gain (loss) on interest rate swap, net of tax | 655 | 0 | 0 | 0 | 0 | 655 |
Foreign currency translation adjustment | -2,482 | 0 | 0 | 0 | 0 | -2,482 |
Ending Balance at Dec. 31, 2013 | $1,318,145 | $2,635 | ($278,036) | $1,716,847 | ($121,556) | ($1,745) |
Ending Balance, Shares at Dec. 31, 2013 | ' | 263,474 | -84,672 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net (loss) income | ($104,026) | ($1,153) | $73,609 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 178,815 | 150,234 | 132,400 |
Stock-based compensation expense | 37,010 | 39,126 | 40,752 |
Excess tax benefits from stock-based compensation | -3,887 | -3,516 | -8,818 |
Deferred taxes | -43,880 | -12,780 | 33,395 |
Asset impairment charges | 11,454 | 11,101 | 0 |
Change in fair value of 1.25% call option and cash conversion option | 981 | 0 | 0 |
Other losses, net | 417 | 2,407 | 3,513 |
Changes in operating assets and liabilities, net of business combinations: | ' | ' | ' |
Accounts receivable, net | -7,705 | 45,978 | -30,731 |
Prepaid expenses and other assets | -23,481 | -14,430 | -17,551 |
Accounts payable | 23,794 | 3,440 | -8,546 |
Accrued expenses | -4,552 | 3,397 | 8,581 |
Accrued compensation and benefits | 33,482 | 13,101 | -14,766 |
Deferred revenue | -1,573 | -16,591 | 57,606 |
Other liabilities | -15,862 | 2,356 | -690 |
Net cash provided by operating activities | 80,987 | 222,670 | 268,754 |
Cash flows from investing activities: | ' | ' | ' |
Capital expenditures | -74,130 | -80,166 | -44,306 |
Capitalized software | -42,026 | -42,965 | -60,748 |
Cash paid for business acquisitions, net of cash acquired | -148,875 | 0 | 0 |
Purchases of marketable securities and other investments | 0 | 0 | -12,900 |
Sales and maturities of other investments | 12,891 | 94 | 55 |
Proceeds received from sale of fixed assets | 0 | 0 | 20,000 |
Change in restricted cash | 0 | 0 | 2,225 |
Net cash used in investing activities | -252,140 | -123,037 | -95,674 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance 1.25% senior cash convertible notes, net of issuance costs | 336,662 | 0 | 0 |
Purchase of call option related to 1.25% senior cash convertible notes | -82,800 | 0 | 0 |
Proceeds from issuance of warrants, net of issuance costs | 51,208 | 0 | 0 |
Proceeds from issuance of common stock | 11,447 | 5,519 | 35,119 |
Excess tax benefits from stock-based compensation | 3,887 | 3,516 | 8,818 |
Taxes paid related to net share settlement of equity awards | -9,732 | -10,292 | -11,456 |
Payments of capital lease obligations | -458 | -822 | -1,427 |
Payments of acquisition financing obligations | -29,671 | 0 | 0 |
Credit facility payments | -609,593 | -250,874 | -170,424 |
Credit facility borrowings, net of issuance costs | 460,983 | 324,010 | 47,193 |
Repurchase of common stock | 0 | -225,961 | -51,462 |
Net cash provided by (used in) financing activities | 131,933 | -154,904 | -143,639 |
Effect of exchange rate changes on cash and cash equivalents | -1,782 | 1,474 | -1,091 |
Net (decrease) increase in cash and cash equivalents | -41,002 | -53,797 | 28,350 |
Cash and cash equivalents, beginning of period | 103,956 | 157,753 | 129,403 |
Cash and cash equivalents, end of period | $62,954 | $103,956 | $157,753 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (Senior cash convertible notes [Member]) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Senior cash convertible notes [Member] | ' | ' | ' |
Debt instrument interest rate | 1.25% | 1.25% | 1.25% |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Basis of Presentation and Significant Accounting Policies | ' | ||||||||||||||||||||||||||||||||||
1. Basis of Presentation and Significant Accounting Policies | |||||||||||||||||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||||||||||||||||
The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||||||||||||||||||||||||||
In 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. | |||||||||||||||||||||||||||||||||||
Also in 2013, we changed our presentation of accounts receivable by offsetting against the related deferred revenue the amount of outstanding receivables for services billed in advance. As a result, both accounts receivable and deferred revenue were reduced by $27.4 million at December 31, 2012. | |||||||||||||||||||||||||||||||||||
Eclipsys Merger | |||||||||||||||||||||||||||||||||||
On August 24, 2010, we completed the merger (the “Eclipsys Merger”) contemplated by an Agreement and Plan of Merger among Allscripts Healthcare Solutions, Inc., Arsenal Merger Corp., a wholly-owned subsidiary of ours, and Eclipsys Corporation, an enterprise provider of solutions and services to hospitals and clinicians (“Eclipsys”). Eclipsys became a wholly-owned subsidiary of ours as a result of the merger. The results of Eclipsys have been consolidated with our results since the date the merger was completed. | |||||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||||
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“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. | |||||||||||||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||||||||||||
Revenue represents the fair value of consideration received or receivable from clients for goods and services provided by us. Revenue from system sales includes software and related hardware. Revenue from professional services includes implementation, training and consulting services. Revenue from maintenance includes post contract client support and maintenance services. Revenue from transaction processing and other includes electronic data interchange (“EDI”) services, SaaS transactions, software hosting services, and IT outsourcing. For some clients, we host the software applications licensed from us remotely using our own or third-party servers, which saves these clients the cost of procuring and maintaining hardware and related facilities. For other clients, we offer an outsourced solution in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees. | |||||||||||||||||||||||||||||||||||
Revenue from software licensing arrangements where the service element is not considered essential to the functionality of the other elements of the arrangement is recognized upon delivery of the software or as services are performed, provided persuasive evidence of an arrangement exists, fees are considered fixed or determinable, and collection of the receivable is probable. The revenue recognized for each separate element of a multiple-element software contract is based upon vendor-specific objective evidence of fair value, which is based upon the price the client is required to pay when the element is sold separately or renewed. For arrangements in which vendor-specific objective evidence of fair value only exists for the undelivered elements, the delivered elements (generally software licenses) are accounted for using the residual method. | |||||||||||||||||||||||||||||||||||
Revenue from software licensing arrangements, where the service element is considered essential to the functionality of the other elements of the arrangement, is accounted for on an input basis under percentage of completion accounting using actual hours worked as a percentage of total expected hours required by the arrangement, provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable and collection of the receivable is probable. Maintenance and support from these agreements is recognized over the term of the support agreement based on vendor-specific objective evidence of fair value of the maintenance revenue, which is based upon contractual renewal rates. For income statement presentation, consideration from agreements accounted for under percentage of completion accounting is allocated between system sales and professional services based on vendor specific evidence of our hourly services rate multiplied by the amount of hours performed with the residual amount allocated to software license fee. | |||||||||||||||||||||||||||||||||||
Revenue from certain value-added reseller (“VAR”) relationships in which software is directly sold to VARs is recognized upon delivery of the software assuming all other revenue recognition criteria have been met. Revenue recognition is deferred until the software is delivered to the ultimate end user if the arrangement terms do not satisfy the criteria for revenue recognition upon delivery of the software to the VAR. | |||||||||||||||||||||||||||||||||||
Fees related to SaaS arrangements are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to clients. These arrangements include professional services fees related to the implementation and set-up of our solutions and are billed upfront and recorded as deferred revenue until our solutions are made available to the client. The implementation and set-up fees are recognized as revenue ratably over the estimated client relationship period. The estimated length of a client relationship period is based on our experience with client contract renewals and consideration of the period over which such clients use our SaaS solutions. | |||||||||||||||||||||||||||||||||||
Software hosting services are provided to clients that have purchased a perpetual license to our software solutions and contracted with us to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. Hosting services are not deemed to be essential to the functionality of the software or other elements of the arrangement; accordingly, for these arrangements, we recognize software license revenues as system sales revenue upon delivery, assuming all other revenue recognition criteria have been met, and separately recognize fees for the hosting services as transaction processing and other revenue over the term of the hosting arrangement. | |||||||||||||||||||||||||||||||||||
We also enter into multiple-element arrangements that may include a combination of various software-related and non-software-related products and services. Management applies judgment to ensure appropriate accounting for multiple deliverables, including the allocation of arrangement consideration among multiple units of accounting, the determination of whether undelivered elements are essential to the functionality of delivered elements, and the timing of revenue recognition, among others. In such arrangements, we first allocate the total arrangement consideration based on a selling price hierarchy at the inception of the arrangement. The selling price for each element is based upon the following selling price hierarchy: vendor-specific objective evidence of fair value if available, third-party evidence of fair value if vendor-specific objective evidence of fair value is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence of fair value is available (discussion as to how we determine vendor-specific objective evidence of fair value, third-party evidence of fair value and estimated selling price is provided below). Upon allocation of the arrangement consideration to the software elements as a whole and individual non-software elements, we then further allocate consideration within the software group to the respective elements following higher-level, industry-specific guidance and our policies described above. After the arrangement consideration has been allocated to the various elements, we account for each respective element in the arrangement as described above. | |||||||||||||||||||||||||||||||||||
To determine the selling price in multiple-element arrangements, we establish vendor-specific objective evidence of fair value using the price charged for a deliverable when sold separately and contractual renewal rates for maintenance fees. For non-software multiple element arrangements, third-party evidence of fair value is established by evaluating similar and interchangeable competitor products or services in standalone arrangements with similarly situated clients. If we are unable to determine the selling price because vendor-specific objective evidence or third-party evidence of fair value does not exist, we determine an estimated selling price by considering several external and internal factors including, but not limited to, pricing practices, margin objectives, competition, client demand, internal costs and overall economic trends. The determination of an estimated selling price is made through consultation with and approval by our management, taking into consideration our go-to-market strategy. As our, or our competitors’, pricing and go-to-market strategies evolve, we may modify our pricing practices in the future. These events could result in changes to our determination of vendor-specific objective evidence of fair value, third-party evidence of fair value and estimated selling price. Selling prices are analyzed on an annual basis or more frequently if we experience significant changes in our selling prices. | |||||||||||||||||||||||||||||||||||
For those arrangements where the deliverables do not qualify as separate units of accounting, revenue recognition is evaluated for the combined deliverables as a single unit of accounting and the recognition pattern of the final deliverable will dictate the revenue recognition pattern for the single, combined unit of accounting. Changes in circumstances and client data may result in a requirement to either separate or combine deliverables, such that a delivered item could now meet the separation criteria and qualify as a separate unit of accounting which may lead to an upward or downward adjustment to the amount of revenue recognized under the arrangement on a prospective basis. | |||||||||||||||||||||||||||||||||||
We assess whether fees are fixed or determinable at the time of sale and recognize revenues if all other revenue recognition requirements are met. Our payment arrangements with clients typically include milestone-based software license fee payments and payments based upon delivery for services and hardware. | |||||||||||||||||||||||||||||||||||
While most of our arrangements include short-term payment terms, we periodically provide extended payment terms to clients from the date of contract signing. We do not recognize revenue under extended payment term arrangements until such payments become due. In certain circumstances, where all other revenue recognition criteria have been met, we occasionally offer discounts to clients with extended payment terms to accelerate the timing of when payments are made. Changes to extended payment term arrangements have not had a material impact on our consolidated results of operations. | |||||||||||||||||||||||||||||||||||
Maintenance fees are recognized ratably over the period of the contract based on vendor specific objective evidence of fair value based upon contractual renewal rates. Revenue from EDI services is recognized as services are provided and is determined based on the volume of transactions processed. | |||||||||||||||||||||||||||||||||||
We provide IT outsourcing services to our clients under arrangements that typically range from five to ten years in duration. Under these arrangements we assume full, partial or transitional responsibilities for a healthcare organization’s IT operations using our employees. Our outsourcing services include facilities management, network outsourcing and transition management. Revenue from these arrangements is recognized as services are performed. | |||||||||||||||||||||||||||||||||||
Revenue is recognized net of any taxes collected from clients and subsequently remitted to governmental authorities. We record as revenue any amounts billed to clients for shipping and handling costs and record as cost of revenue the actual shipping costs incurred. | |||||||||||||||||||||||||||||||||||
We record reimbursements for out-of-pocket expenses incurred as professional services revenue in our consolidated statements of operations. These amounts totaled: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Reimbursements for out-of-pocket expenses incurred as professional services revenue | $18,445 | $22,656 | $20,788 | ||||||||||||||||||||||||||||||||
The following table summarizes revenue earned on contracts in excess of billings, both the current and non-current portions, which is included in the balance of accounts receivable and other assets, respectively. Billings are expected to occur according to the contract terms. | |||||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||||||||||||||||||||||||
Revenue earned on contracts in excess of billings | |||||||||||||||||||||||||||||||||||
Unbilled revenue (current) | $37,271 | $53,988 | |||||||||||||||||||||||||||||||||
Unbilled revenue (long-term) | 1,294 | 2,301 | |||||||||||||||||||||||||||||||||
Total revenue earned on contracts in excess of billings | $38,565 | $56,289 | |||||||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||||||||
Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. 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 in one of the following three categories: | |||||||||||||||||||||||||||||||||||
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 is 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. Refer to Note 7, “Debt,” and Note 12, “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 value as of December 31, 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 | December 31, 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 | $3,634 | $0 | $0 | $3,634 | $14,653 | $0 | $0 | $14,653 | ||||||||||||||||||||||||||
Marketable securities | Long-term marketable securities | 0 | 1,329 | 0 | 1,329 | 0 | 1,706 | 0 | 1,706 | ||||||||||||||||||||||||||
1.25% Call Option | Other assets | 0 | 0 | 104,656 | 104,656 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Cash conversion | Other liabilities | 0 | 0 | (105,637 | ) | (105,637 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Interest rate swap | Other liabilities | 0 | (458 | ) | 0 | (458 | ) | 0 | (1,534 | ) | 0 | (1,534 | ) | ||||||||||||||||||||||
Total | $3,634 | $871 | ($981 | ) | $3,524 | $14,653 | $172 | $0 | $14,825 | ||||||||||||||||||||||||||
As of 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 approximately $13 million as of December 31, 2012 and were included in other assets in the accompanying consolidated balance sheets. In 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 income (expense), net, in the accompanying consolidated statement of operations and other (gains) losses, net in the accompanying consolidated statement of cash flows for the year ended December 31, 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 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 approximately $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 income (expense), net, in the accompanying consolidated statement of operations and other (gains) losses, net in the accompanying consolidated statement of cash flows for the year ended December 31, 2013. As of December 31, 2013, our remaining investment in non-marketable equity securities is not material. | |||||||||||||||||||||||||||||||||||
Our long-term financial liabilities include amounts outstanding under the Senior Secured Credit Facility with carrying values that approximate fair value since the interest rates approximate current market rates. In addition, the carrying amount of the 1.25% Notes approximates fair value as of December 31, 2013, since the effective interest rate on the notes approximates current market rates. See Note 7, “Debt,” for further information regarding our long-term financial liabilities. | |||||||||||||||||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||||||||||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. | |||||||||||||||||||||||||||||||||||
Other investments classified as long-term marketable securities include certain debt instruments. Debt securities are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Realized and unrealized gains and losses for all periods presented are immaterial. Changes in market value, excluding other-than-temporary impairments, are reflected in other comprehensive income. There were no other-than-temporary impairments for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||||||||||||||||||||||
Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. | |||||||||||||||||||||||||||||||||||
For derivative instruments designated as cash-flow hedges, the effective portion of the derivative’s gain (loss) is initially reported as a component of other comprehensive income and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains (losses) on derivatives representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. See Note 12, “Derivative Financial Instruments,” for information regarding gains and losses from derivative instruments during the year ended 2013. There were no realized gains (losses) on derivatives for the years ended December 31, 2012 and 2011. | |||||||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable | |||||||||||||||||||||||||||||||||||
Accounts receivable are recorded at the invoiced amounts and do not bear interest. An allowance for doubtful accounts is recorded to provide for estimated losses resulting from uncollectible accounts, and is based principally on specifically identified amounts where collection is deemed doubtful. Additional non-specific allowances are recorded based on historical experience and management’s assessment of a variety of factors related to the general financial condition of our clients, the industry in which we operate and general economic conditions. We review the collectability of individual accounts and assess the adequacy of the allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances and related bad debt expense may be required. | |||||||||||||||||||||||||||||||||||
Contingent Liabilities | |||||||||||||||||||||||||||||||||||
A liability is contingent if the amount is not presently known, but may become known in the future as a result of the occurrence of some uncertain future event. We accrue a liability for an estimated loss if we determine that the potential loss is probable of occurring and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. | |||||||||||||||||||||||||||||||||||
The assessment of contingent liabilities, including legal and income tax contingencies, involves the use of estimates, assumptions and judgments. Our estimates are based on our belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or IRS positions, will not differ from our assessments. | |||||||||||||||||||||||||||||||||||
Fixed Assets | |||||||||||||||||||||||||||||||||||
Fixed assets are stated at cost. Depreciation and amortization is computed on the straight-line method over the estimated useful lives of the related assets. The depreciable life of leasehold improvements is the shorter of the lease term or the useful life. Upon asset retirement or other disposition, the fixed asset cost and the related accumulated depreciation and amortization are removed from the accounts, and any gain or loss is included in the consolidated statements of operations. Amounts incurred for repairs and maintenance are expensed as incurred. | |||||||||||||||||||||||||||||||||||
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 the liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or the liabilities assumed, whichever comes first, any subsequent adjustments are reflected in our results of operations. | |||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||||||||||||||||||||
Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess 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 equal to the excess would be recorded. | |||||||||||||||||||||||||||||||||||
The determination of fair value of our reporting units is based on a combination of a market approach that considers benchmark company market multiples and an income approach that uses discounted cash flows for each reporting unit utilizing Level 3 inputs. Under the income approach, we determine fair value based on the present value of the most recent income projections for each reporting unit and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on sales to new and existing clients, new product introductions, client behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions based on our historical experience, our expectations of future performance, and the expected economic environment. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. We also consider our market capitalization in assessing the reasonableness of the fair values estimated for our reporting units as part of our goodwill impairment testing. | |||||||||||||||||||||||||||||||||||
Accounting guidance also requires that definite-lived intangible assets 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 estimated useful lives of those assets. If the 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. | |||||||||||||||||||||||||||||||||||
Long-Lived Assets and Long-Lived Assets to Be Disposed Of | |||||||||||||||||||||||||||||||||||
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||||||||||||||||||||||||||
Software Development Costs | |||||||||||||||||||||||||||||||||||
We capitalize purchased software that is ready for service and software development costs incurred from the time technological feasibility of the software is established until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We estimate the useful life of our capitalized software and amortize its value over that estimated life. If the actual useful life is shorter than our estimated useful life, we will amortize the remaining book value over the remaining useful life or the asset may be deemed to be impaired and, accordingly, a write-down of the value of the asset may be required. Upon the availability for general release, we commence amortization of the capitalized software costs on a product by product basis. Amortization of capitalized software is recorded using the greater of (i) the ratio of current revenues to total and anticipated future revenues for the applicable product or (ii) the straight-line method over the remaining estimated economic life, which is estimated to be three to five years. | |||||||||||||||||||||||||||||||||||
At each balance sheet date, the unamortized capitalized costs of a software product are compared with the net realizable value of that product. The net realizable value is the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product, including the costs of performing maintenance and client support required to satisfy our responsibility set forth at the time of sale. The amount by which the unamortized capitalized costs of a software product exceed the net realizable value of that asset is written off. If we determine in the future that the value of the capitalized software could not be recovered, a write-down of the value of the capitalized software to its recoverable value may be required. | |||||||||||||||||||||||||||||||||||
The unamortized balances of capitalized software were as follows: | |||||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||||||||||||||||||||||||
Software development costs | $170,486 | $156,703 | |||||||||||||||||||||||||||||||||
Less: accumulated amortization | (82,242 | ) | (61,124 | ) | |||||||||||||||||||||||||||||||
Software development costs, net | $88,244 | $95,579 | |||||||||||||||||||||||||||||||||
Capitalized software development costs, write-offs and amortization of capitalized software development costs included in system sales cost of revenue and impairments were as follows: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Capitalized software development costs | $42,026 | $42,965 | $60,748 | ||||||||||||||||||||||||||||||||
Write-offs of capitalized software development costs | $5,234 | $8,699 | $0 | ||||||||||||||||||||||||||||||||
Amortization of capitalized software development costs | $44,127 | $37,065 | $23,669 | ||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||||
We account for income taxes using the liability method, which requires the recognition of deferred tax assets or liabilities for the tax-effected temporary differences between the financial reporting and tax bases of our assets and liabilities and for net operating loss and tax credit carryforwards. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience, expectations of future taxable income, the ability to carryback losses and other relevant factors. | |||||||||||||||||||||||||||||||||||
In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. | |||||||||||||||||||||||||||||||||||
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes may be required. If we ultimately determine that payment of these amounts is unnecessary, then we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained if challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period may be materially affected. An unfavorable tax settlement would require cash payments and may result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. We report interest and penalties related to uncertain income tax positions in the income tax benefit (provision) line of our consolidated statements of operations. | |||||||||||||||||||||||||||||||||||
We file income tax returns in the U.S. federal jurisdiction, numerous states and multiple international countries. | |||||||||||||||||||||||||||||||||||
(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: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands, except per share amounts) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Basic (Loss) Earnings per Common Share: | |||||||||||||||||||||||||||||||||||
Net (loss) income | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Net (loss) income available to common stockholders | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 | ||||||||||||||||||||||||||||||||
Basic (Loss) Earnings per Common Share | ($0.59 | ) | ($0.01 | ) | $0.39 | ||||||||||||||||||||||||||||||
Diluted (Loss) Earnings per Common Share: | |||||||||||||||||||||||||||||||||||
Net (loss) income | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Net (loss) income available to common stockholders | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 | ||||||||||||||||||||||||||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 1,786 | ||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding assuming dilution | 177,026 | 178,699 | 191,040 | ||||||||||||||||||||||||||||||||
Diluted (Loss) Earnings per Common Share | ($0.59 | ) | ($0.01 | ) | $0.39 | ||||||||||||||||||||||||||||||
As a result of our net loss available to common stockholders for the years ended December 31, 2013 and 2012, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for each of these years, since the inclusion of any stock equivalents would be anti-dilutive. | |||||||||||||||||||||||||||||||||||
The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted (loss) earnings per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation will be anti-dilutive: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 14,926 | 2,878 | 1,203 | ||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
We account for stock-based compensation in accordance with GAAP, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employee directors based on their estimated fair value. 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. We measure the fair value of share-based awards classified as liabilities at each reporting date. That fair value is remeasured each reporting period and the pro-rata vested portion of the award is recognized as a liability. The net proceeds from stock-based compensation activities are reflected as a financing activity within the accompanying consolidated statements of cash flows. We settle employee stock option exercises and stock awards with newly issued common shares. | |||||||||||||||||||||||||||||||||||
Employee Benefit Plans | |||||||||||||||||||||||||||||||||||
We provide employees with defined contribution savings plans. We recognize expense for our contributions to the savings plans at the time employees make contributions to the plans and we contributed the following amounts to these plans: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Company contributions to employee benefit plans | $15,276 | $13,776 | $11,182 | ||||||||||||||||||||||||||||||||
Foreign Currency | |||||||||||||||||||||||||||||||||||
The determination of the functional currency is made based on the appropriate economic and management indicators. Our foreign subsidiaries use the local currency of their respective countries as the functional currency, with the exception of our subsidiaries in India and Israel which use the U.S. dollar as a functional currency. The assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars at the exchange rates in effect at the consolidated balance sheet date, while revenues and expenses are translated at the average rates of exchange during the year. Translation gains and losses are not included in determining net income or loss but are included as a separate component of accumulated other comprehensive (loss) income. Gains and losses resulting from foreign currency transactions are included in determining net income or loss and have not been material in any years presented in the accompanying consolidated statements of operations. We have not entered into any foreign currency hedging contracts during the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||||||||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||||||||||||||||
Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and trade receivables. We primarily maintain our cash balances with one major commercial bank domestically and several commercial banks internationally. Our cash equivalents and marketable securities are comprised of interest-bearing, investment-grade securities. | |||||||||||||||||||||||||||||||||||
We sell our products and services to healthcare providers. Credit risk with respect to trade receivables is generally diversified due to the large number of clients and their geographic dispersion. To reduce credit risk, we perform ongoing credit evaluations of significant clients and their payment histories. In general, we do not require collateral from our clients, but we do enter into advance deposit, if appropriate. | |||||||||||||||||||||||||||||||||||
The majority of revenue is derived from clients located in the United States. The majority of long-lived assets are located in the United States. No single client accounted for more than 10% of our revenue in the years ended December 31, 2013, 2012 and 2011. No client represented more than 10% of accounts receivable as of December 31, 2013 or 2012. | |||||||||||||||||||||||||||||||||||
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. We expect the adoption of this guidance effective January 1, 2014 to result in the reclassification for presentation purposes only of approximately $2 million from other liabilities to deferred tax assets. | |||||||||||||||||||||||||||||||||||
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
2. Business Combinations | |||||||||
In 2013, we solidified and advanced our population health management solutions through the acquisitions of dbMotion Ltd. (“dbMotion”), a leading supplier of community health solutions, and Jardogs LLC (“Jardogs”), the developer of FollowMyHealth, a highly-rated, cloud-based patient engagement solution provider. 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 FollowMyHealth™ is a patient engagement platform solution, combining the value of a personal health record, the power of a patient portal, and the connectivity of a health information exchange by enabling patients to access a comprehensive view of their health record within a secure, online environment. | |||||||||
Acquisition of dbMotion | |||||||||
On March 4, 2013, we acquired all of the issued and outstanding share capital of dbMotion, 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 the liabilities assumed based on their estimated fair values as of the acquisition date with the remaining unallocated amount recorded as goodwill. | |||||||||
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 under our prior revolving credit facility to fund the cash component of the consideration transferred for the acquisition. | |||||||||
On June 28, 2013, the liability for the deferred cash consideration payable was funded by placing the funds with an escrow agent, and the subordinated promissory note was paid off. Both the deferred cash consideration and subordinated promissory note had accrued 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 7, “Debt”). | |||||||||
The carrying value of our 4.25% interest in dbMotion prior to the acquisition was approximately $5 million, 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 income (expense), net, in the accompanying consolidated statement of operations and other (gains) losses, net in the accompanying consolidated statement of cash flows for the year ended December 31, 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 consideration transferred that is not yet finalized relates to the fair value of the total consideration transferred and the finalization of certain tax-related balances. During the year ended December 31, 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. The preliminary allocation of the fair value of the consideration transferred, including measurement period adjustments through December 31, 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 ours and dbMotion’s product offerings. | |||||||||
Acquisition costs related to the dbMotion acquisition totaled approximately $7.6 million for the year ended December 31, 2013. These costs primarily consist of seller transaction costs of approximately $0.5 million and employee compensation costs of approximately $5.9 million, which are included in selling, general and administrative expenses. In addition, we incurred $5.2 million related to product consolidation activities, which are included in asset impairment charges. Additional employee compensation of approximately $2.7 million related to the dbMotion acquisition is expected to be incurred in 2014. | |||||||||
The acquired intangible assets are being amortized on a straight-line basis over their useful lives and consist of the following amounts for each class of acquired intangible asset: | |||||||||
(Dollar amounts in thousands) | Useful Life | ||||||||
Description | in Years | Fair Value | |||||||
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 year ended December 31, 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: | |||||||||
Year Ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | |||||||
(Unaudited) | (Unaudited) | ||||||||
Actual from dbMotion since acquisition date of March 4, 2013: | |||||||||
Revenue | $18,609 | $0 | |||||||
Net loss | ($16,272 | ) | $0 | ||||||
Supplemental pro forma data for combined entity: | |||||||||
Revenue | $1,378,267 | $1,448,316 | |||||||
Net loss | ($105,119 | ) | ($35,158 | ) | |||||
Net loss per share, basic and diluted | ($0.59 | ) | ($0.19 | ) | |||||
The unaudited 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 results for the year ended December 31, 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 results for the year ended December 31, 2012 were adjusted to include these items. The effects of transactions between us and dbMotion during the periods presented have been eliminated. | |||||||||
Amortization of software development and acquisition-related assets in our consolidated statement of operations for the year ended December 31, 2013 includes approximately $7.1 million related to the acquisition of dbMotion, which is attributable to cost of revenue as follows: approximately $3.2 million related to system sales, approximately $1.3 million related to professional services, and approximately $2.6 million related to maintenance. | |||||||||
Acquisition of Jardogs | |||||||||
On March 4, 2013, we acquired Jardogs for $24 million in cash. The preliminary 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, approximately $2 million of intangible assets related to customer relationships, net deferred tax assets of approximately $0.5 million, and goodwill of approximately $17 million. The primary area of the preliminary allocation of the fair value of consideration transferred that is not yet finalized relates to the fair value of account receivables 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. 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 ours and Jardogs’ product offerings. The acquired intangible assets, excluding goodwill, have estimated 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 year ended December 31, 2013, are not material. | |||||||||
Acquisition costs related to the Jardogs acquisition are included in selling, general and administrative expenses and totaled approximately $0.7 million for the year ended December 31, 2013. |
Fixed_Assets
Fixed Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||
Fixed Assets | ' | ||||||||||||
3. Fixed Assets | |||||||||||||
Fixed assets consist of the following: | |||||||||||||
(Dollar amounts in thousands) | Estimated Useful Life | December 31, | December 31, | ||||||||||
2013 | 2012 | ||||||||||||
Computer equipment and software | 3 to 10 years | $287,063 | $227,092 | ||||||||||
Facility furniture, fixtures and equipment | 5 to 7 years | 24,700 | 22,779 | ||||||||||
Leasehold improvements | 7 to 8 years, or life of lease if shorter | 30,816 | 24,472 | ||||||||||
Assets under capital lease | 3 to 5 years | 9,419 | 9,419 | ||||||||||
351,998 | 283,762 | ||||||||||||
Less: accumulated depreciation and amortization | (177,985 | ) | (128,268 | ) | |||||||||
Fixed assets, net | $174,013 | $155,494 | |||||||||||
Fixed assets depreciation and amortization expense were as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Fixed assets depreciation and amortization expense | $52,545 | $43,126 | $35,794 |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||
4. Goodwill and Intangible Assets | |||||||||||||||||||||||||
Goodwill and intangible assets consist of the following: | |||||||||||||||||||||||||
December 31, 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 | ($231,634 | ) | $214,326 | $361,660 | ($197,383 | ) | $164,277 | |||||||||||||||||
Customer contracts and relationships | 542,205 | (352,560 | ) | 189,645 | 534,355 | (323,646 | ) | 210,709 | |||||||||||||||||
Total | $988,165 | ($584,194 | ) | $403,971 | $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 | |||||||||||||||||||||||
During the fourth quarter of 2013, we revised our reportable segments in connection with changes to our organizational and management structure that were announced earlier in 2013. After the finalization of these changes and based upon the information used by our chief operating decision maker ("CODM") for making operating decisions and assessing performance, we identified the following reportable segments: Clinical and Financial Solutions, Population Health, and Managed Services. Refer to Note 14, “Business Segments” for additional information. | |||||||||||||||||||||||||
As a result of the changes to our reportable segments, we assessed our revised reporting units and allocated goodwill. As part of this assessment, we determined the fair value of each of our reporting units using a discounted cash flow analysis and a market approach considering benchmark company market multiples. A discount rate of 10% was applied to the cash flows used in the discounted cash flow analysis. We also considered our market capitalization on the date of the analysis. Goodwill balances, which could be traced to specific products acquired as part of businesses we purchased within the past year, were allocated to the reporting unit where such products are currently managed and sold. Any remaining goodwill was then allocated to each reporting unit based on the unit’s relative fair value. The resulting allocation of goodwill to our reportable segments is shown below. | |||||||||||||||||||||||||
In connection with our acquisitions of dbMotion and Jardogs during the year ended December 31, 2013, we recognized additional goodwill in the amount of $153.6 million which remains subject to future adjustments before the close of the measurement periods in the first quarter of 2014. Refer to Note 2, “Business Combinations” for additional information regarding the dbMotion and Jardogs acquisitions. | |||||||||||||||||||||||||
There were no changes to the total carrying value of goodwill during 2012 and no impairments were recorded during the years ended December 31, 2013, 2012 and 2011. Changes in the carrying amounts of goodwill by reportable segment for the year ended December 31, 2013 were as follows: | |||||||||||||||||||||||||
(In thousands) | Clinical and | Population | Managed | Total | |||||||||||||||||||||
Financial Solutions | Health | Services | |||||||||||||||||||||||
Balance as of December 31, 2012 | $629,195 | $271,569 | $138,600 | $1,039,364 | |||||||||||||||||||||
Additions arising from business acquisitions: | |||||||||||||||||||||||||
dbMotion | 0 | 136,631 | 0 | 136,631 | |||||||||||||||||||||
Jardogs | 0 | 17,016 | 0 | 17,016 | |||||||||||||||||||||
Total additions to goodwill | 0 | 153,647 | 0 | 153,647 | |||||||||||||||||||||
Impairment of goodwill | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Other adjustments to goodwill | (3,426 | ) | 0 | 0 | (3,426 | ) | |||||||||||||||||||
Balance as of December 31, 2013 | $625,769 | $425,216 | $138,600 | $1,189,585 | |||||||||||||||||||||
We performed our annual goodwill impairment test as of October 1, 2013 and again as of December 1, 2013 in conjunction with the allocation of goodwill to our revised reporting units. The fair value of each reporting unit exceeded its carrying value and no indicators of impairment were identified as a result of both tests. | |||||||||||||||||||||||||
Intangible assets are being amortized over their estimated useful lives and amortization expense related to intangible assets was as follows: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||
Proprietary technology amortization included in cost of revenue, system sales | $33,970 | $27,226 | $27,478 | ||||||||||||||||||||||
Intangible amortization included in operating expenses | 31,253 | 35,635 | 37,344 | ||||||||||||||||||||||
Total intangible amortization expense | $65,223 | $62,861 | $64,822 | ||||||||||||||||||||||
Estimated future amortization expense for the intangible assets that exist as of December 31, 2013 is as follows: | |||||||||||||||||||||||||
(Dollar amounts in thousands) | Year Ended | ||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | $62,981 | ||||||||||||||||||||||||
2015 | 56,698 | ||||||||||||||||||||||||
2016 | 44,314 | ||||||||||||||||||||||||
2017 | 39,317 | ||||||||||||||||||||||||
2018 | 32,657 | ||||||||||||||||||||||||
Thereafter | 168,004 | ||||||||||||||||||||||||
Total | $403,971 | ||||||||||||||||||||||||
Asset_Impairment_Charges
Asset Impairment Charges | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Asset Impairment Charges | ' | ||||||||||||
5. Asset Impairment Charges | |||||||||||||
In October of 2012, we initiated a MyWay convergence program. Since that time, we have been upgrading those MyWay clients who have elected to upgrade to Professional Suite, at no additional cost to these clients. As a result, we recorded non-cash charges to earnings of approximately $5.0 million and $11.1 million during the years ended December 31, 2013 and 2012, respectively, 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 deferred costs relating to MyWay, which were determined to be unrealizable. During the year ended December 31, 2013, we also recorded approximately $6.5 million of software and fixed asset impairment non-cash charges primarily related to product consolidation activities associated with the dbMotion acquisition. | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Asset impairment charges | $11,454 | $11,101 | $0 |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
6. Accrued Expenses | |||||||||
Accrued expenses consist of the following: | |||||||||
(In thousands) | December 31, | December 31, | |||||||
2013 | 2012 | ||||||||
Royalties, certain third party product costs and licenses | $30,997 | $31,795 | |||||||
Other | 65,502 | 61,305 | |||||||
Total accrued expenses | $96,499 | $93,100 | |||||||
Other consists of various accrued expenses and no individual item accounted for more than 5% of the current liabilities balance at the respective balance sheet dates. |
Debt
Debt | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Debt | ' | ||||||||||||||||||||||||||||
7. Debt | |||||||||||||||||||||||||||||
Debt outstanding, excluding capital lease obligations, consisted of the following: | |||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||
(In thousands) | Principal | Unamortized | Net Carrying | Principal | Unamortized | Net Carrying | |||||||||||||||||||||||
Balance | Discount | Amount | Balance | Discount | Amount | ||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $345,000 | $77,529 | $267,471 | $0 | $0 | $0 | |||||||||||||||||||||||
Senior Secured Credit Facilities (long-term portion) | 280,000 | 2,338 | 277,662 | 362,697 | 0 | 362,697 | |||||||||||||||||||||||
Senior Secured Credit Facilities (current portion) | 16,875 | 982 | 15,893 | 78,770 | 0 | 78,770 | |||||||||||||||||||||||
Total debt | $641,875 | $80,849 | $561,026 | $441,467 | $0 | $441,467 | |||||||||||||||||||||||
Interest expense consisted of the following: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||
Interest expense | $14,703 | $11,121 | $13,546 | ||||||||||||||||||||||||||
Amortizaton of discounts | 5,784 | 0 | 0 | ||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 3,667 | 5,066 | 5,264 | ||||||||||||||||||||||||||
Write off of unamortized deferred debt issuance costs | 3,901 | 0 | 1,940 | ||||||||||||||||||||||||||
Total interest expense | $28,055 | $16,187 | $20,750 | ||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes due 2020 | |||||||||||||||||||||||||||||
On June 18, 2013, we issued $345.0 million aggregate principal amount of the 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 1.25% Notes Call Spread Overlay (as described below) and transaction costs. Additionally, we used $300 million of the net proceeds to repay a portion of the outstanding indebtedness under our prior credit facility. | |||||||||||||||||||||||||||||
Interest on the 1.25% Notes is payable semiannually in arrears on January 1 and July 1 of each year, at a fixed annual rate of 1.25% 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 the 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 the 1.25% Notes, equal to the settlement amount, determined in the manner set forth in the Indenture. | |||||||||||||||||||||||||||||
The initial conversion rate will be 58.1869 shares of our common stock per $1,000 principal amount of the 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 12, “Derivative Financial Instruments.” | |||||||||||||||||||||||||||||
As noted above, the reduced carrying value of 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 six and a half 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 was 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 December 31, 2013, we expect the 1.25% Notes to be outstanding until their July 1, 2020 maturity date, for a remaining amortization period of approximately six and a half years. The 1.25% Notes’ if-converted value did not exceed their principal amount as of December 31, 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 and the 1.25% Warrants. 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 $7.7 million and is included within other assets on our consolidated balance sheet as of December 31, 2013. | |||||||||||||||||||||||||||||
Interest expense related to the 1.25% Notes was comprised of the following: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||
Coupon interest at 1.25% | $2,312 | $0 | $0 | ||||||||||||||||||||||||||
Amortizaton of original issuance discount | 5,271 | 0 | 0 | ||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 639 | 0 | 0 | ||||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $8,222 | $0 | $0 | ||||||||||||||||||||||||||
Accrued and unpaid interest on the 1.25% Notes of approximately $2.3 million is included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2013. | |||||||||||||||||||||||||||||
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 12, “Derivative Financial Instruments.” The 1.25% Warrants are equity instruments and are further discussed in Note 10, “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, subject to the terms and conditions thereof, 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 fund the payment of the seller notes and deferred purchase price obligations incurred in connection with our acquisition of dbMotion. 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 may also request 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 U.S. 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 U.S. 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 the Senior Secured Credit Facility was initially 1.25% for all loans except for loans based on the Eurocurrency Rate, for which the applicable margin was initially 2.25%. | |||||||||||||||||||||||||||||
Subject to certain agreed upon exceptions, all obligations under the Senior Secured Credit Facility are guaranteed by the Guarantors pursuant to the Guarantee Agreement. Our obligations under the 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 certain of our subsidiary guarantors. | |||||||||||||||||||||||||||||
The 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. | |||||||||||||||||||||||||||||
The 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 our prior credit facility carried over to the 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 issuance 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 $3.9 million and is included within other assets on our consolidated balance sheet as of December 31, 2013. Also in connection with our entry into the 2013 Credit Agreement, approximately $3.4 million of deferred debt issuance costs associated with our prior credit facility and $0.5 million of fees incurred in connection with the new facility were written off to interest expense and are included in other (gains) losses, net in the accompanying consolidated statement of cash flows for the year ended December 31, 2013. | |||||||||||||||||||||||||||||
As of December 31, 2013, $219.4 million under the Term Loan, $77.5 million under the Revolving Facility, and $1.2 million in letters of credit were outstanding under the 2013 Credit Agreement. As of December 31, 2013, the interest rate on the Senior Secured Credit Facility was LIBOR plus 2.75%, which totaled 2.92%. Refer to Note 12, “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 December 31, 2013. Unamortized deferred debt issuance costs totaled $11.6 million and are included within other assets on the consolidated balance sheet as of December 31, 2013. | |||||||||||||||||||||||||||||
As of December 31, 2013, we had $346.3 million available, net of outstanding letters of credit, under our Revolving 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 the Senior Secured Credit Facility as of December 31, 2013: | |||||||||||||||||||||||||||||
(Dollar amounts in thousands) | Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||||
1.25% Cash Convertible Senior Notes(1) | $345,000 | $0 | $0 | $0 | $0 | $0 | $345,000 | ||||||||||||||||||||||
Senior Secured Term Loan | 219,375 | 16,875 | 28,125 | 39,375 | 50,625 | 84,375 | 0 | ||||||||||||||||||||||
Senior Secured Revolving Facility | 77,500 | 0 | 0 | 0 | 0 | 77,500 | 0 | ||||||||||||||||||||||
$641,875 | $16,875 | $28,125 | $39,375 | $50,625 | $161,875 | $345,000 | |||||||||||||||||||||||
-1 | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
8. Income Taxes | |||||||||||||
The following is a geographic breakdown of (loss) income before the benefit (provision) for income taxes: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
United States | ($137,468 | ) | ($36,933 | ) | $106,348 | ||||||||
Foreign | (10,878 | ) | 19,473 | 11,131 | |||||||||
Total (loss) income before income taxes | ($148,346 | ) | ($17,460 | ) | $117,479 | ||||||||
The following is a summary of the components of the benefit (provision) for income taxes: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Current tax provision | |||||||||||||
Federal | ($448 | ) | $1,610 | $2,827 | |||||||||
State | 1,421 | 3,793 | 4,685 | ||||||||||
Foreign | 45 | 5,184 | 2,483 | ||||||||||
1,018 | 10,587 | 9,995 | |||||||||||
Deferred tax provision | |||||||||||||
Federal | (43,542 | ) | (24,196 | ) | 36,637 | ||||||||
State | (7,929 | ) | (2,473 | ) | (2,391 | ) | |||||||
Foreign | 6,133 | (225 | ) | (371 | ) | ||||||||
(45,338 | ) | (26,894 | ) | 33,875 | |||||||||
Income tax (benefit) provision | ($44,320 | ) | ($16,307 | ) | $43,870 | ||||||||
Taxes computed at the statutory federal income tax rate of 35% are reconciled to the provision for income taxes as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
United States federal tax at statutory rate | 35 | % | 35 | % | 35 | % | |||||||
Items affecting federal income tax rate | |||||||||||||
Non-deductible acquisition and reorganization expenses | (0.2 | %) | 0 | % | 0 | % | |||||||
Research credits | 5 | % | 14.5 | % | (2.7 | %) | |||||||
Change in unrecognized tax benefits | (1.1 | %) | (6.6 | %) | 1.8 | % | |||||||
State income taxes, net of federal benefit | 3.3 | % | 5.8 | % | 4.6 | % | |||||||
Compensation | (0.6 | %) | (3.9 | %) | 1.4 | % | |||||||
Meals and entertainment | (0.7 | %) | (6.1 | %) | 0.9 | % | |||||||
Impact of foreign operations | (1.1 | %) | 10.7 | % | (1.6 | %) | |||||||
Federal, state and local rate changes | 0.7 | % | (11.3 | %) | (3.2 | %) | |||||||
Change in unrecognized tax benefit, Coniston | 0 | % | 91.4 | % | 0 | % | |||||||
Indemnification asset settlement, Coniston | 0 | % | (28.2 | %) | 0 | % | |||||||
Change in unrecognized tax benefits, Bilateral Advance Pricing Agreement | 3 | % | 0 | % | 0 | % | |||||||
Bilateral Advance Pricing Agreement impact | (3.2 | %) | 0 | % | 0 | % | |||||||
Non-deductible items | (0.1 | %) | (0.5 | %) | 0.2 | % | |||||||
Valuation allowance | (9.2 | %) | (4.0 | %) | 0 | % | |||||||
True-up of capitalized software deferred tax | 0 | % | (2.3 | %) | 0 | % | |||||||
Other | (0.9 | %) | (1.1 | %) | 0.9 | % | |||||||
Effective rate | 29.9 | % | 93.4 | % | 37.3 | % | |||||||
Significant components of our deferred tax assets and liabilities consist of the following: | |||||||||||||
(In thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Accruals and reserves, net | $28,210 | $16,925 | |||||||||||
Allowance for doubtful accounts | 21,242 | 14,931 | |||||||||||
Stock-based compensation, net | 7,498 | 7,309 | |||||||||||
Deferred compensation | 0 | 151 | |||||||||||
Deferred revenue | 12,636 | 6,205 | |||||||||||
Net operating loss carryforwards | 90,964 | 63,256 | |||||||||||
Research and development tax credit | 21,580 | 15,573 | |||||||||||
AMT credits | 5,250 | 7,532 | |||||||||||
Other | 4,962 | 10,330 | |||||||||||
Less: Valuation Allowance | (14,241 | ) | (832 | ) | |||||||||
Total deferred tax assets | 178,101 | 141,380 | |||||||||||
Deferred tax liabilities | |||||||||||||
Prepaid expense | (11,395 | ) | (16,664 | ) | |||||||||
Property and equipment, net | (852 | ) | (1,344 | ) | |||||||||
Acquired intangibles, net | (182,719 | ) | (185,257 | ) | |||||||||
Total deferred tax liabilities | (194,966 | ) | (203,265 | ) | |||||||||
Net deferred tax liabilities | ($16,865 | ) | ($61,885 | ) | |||||||||
The deferred tax assets (liabilities) are classified in the consolidated balance sheets as follows: | |||||||||||||
(In thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Current deferred tax assets, net | $55,468 | $56,499 | |||||||||||
Non-current deferred tax assets, net | 7,361 | 7,529 | |||||||||||
Non-current deferred tax liabilities, net | (79,694 | ) | (125,913 | ) | |||||||||
Non-current deferred tax assets (liabilities), net | (72,333 | ) | (118,384 | ) | |||||||||
Net deferred tax liabilities | ($16,865 | ) | ($61,885 | ) | |||||||||
As of December 31, 2013 and 2012, we had federal net operating loss (“NOL”) carryforwards of $276 million and $169 million, respectively. Of the total federal NOL carryforwards, approximately $7 million relates to stock compensation tax deductions that will be tax-effected and the related benefit credited to additional paid-in capital when realized. As of December 31, 2013 and 2012, we had state NOL carryforwards of approximately $8 million and $7 million, respectively. The NOL carryforwards expire in various amounts starting in 2020 for both federal and state tax purposes. The utilization of the federal NOL carryforwards is subject to limitation under the rules regarding changes in stock ownership as determined by the Internal Revenue Code. Our historical federal NOLs are subject to annual limitation on usage of approximately $62 million per year. In connection with the Eclipsys Merger, we acquired federal NOLs totaling approximately $265 million. Due to the change in control in Eclipsys, these NOLs are subject to annual limitation on utilization of approximately $48 million per year. NOLs incurred subsequent to the Eclipsys Merger have no restrictions on utilization. We have Israeli NOL carryovers of approximately $93 million that do not expire. | |||||||||||||
We use the tax law ordering approach for determining when tax benefits derived from stock-based awards are utilized. Under this approach, the utilization of excess tax deductions associated with stock-based awards is dictated by provisions in the tax law that identify the sequence in which such benefits are utilized for tax purposes when net operating losses exist. | |||||||||||||
For federal purposes, 1993 to 2012 tax years remain subject to income tax examination by federal authorities. The IRS has commenced with an audit of all open years. Due to NOL carryforwards, in some cases the tax years continue to remain subject to examination with respect to such NOL carryfowards. For our state tax jurisdictions, 2003 to 2012 tax years remain open to income tax examination by state tax authorities. In Canada, the 2003 to 2013 tax years remain open for examination and in India the 2009 to 2013 tax years remain open. | |||||||||||||
We have a subsidiary in India that is entitled to a tax holiday that allows for tax-free operations during the holiday. The tax holiday for the subsidiary began to partially expire in 2012 and will fully expire in 2017. Tax savings realized from this holiday for the years ended December 31, 2013, 2012 and 2011, totaled $0.6 million, $1 million and $1 million, respectively, which increased our diluted earnings (loss) per share by less than $0.01, $0.01 and $0.01, respectively. | |||||||||||||
On June 1, 2007, we adopted the provisions of accounting guidance for uncertainty in income taxes recognized in our financial statements. These principles prescribe a threshold of more-likely-than-not to be sustained upon examination for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These principles also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||||||||||||
The following table reconciles unrecognized tax benefits: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Beginning balance at January 1 | $18,140 | $43,284 | $42,840 | ||||||||||
Increases for tax positions related to the current year | 1,517 | 46 | 719 | ||||||||||
Decreases for tax positions related to prior years | (23 | ) | (13,944 | ) | 0 | ||||||||
Increases for tax positions related to prior years | 3,238 | 656 | 282 | ||||||||||
Decreases relating to settlements with taxing authorities | (4,099 | ) | (11,925 | ) | 0 | ||||||||
Foreign currency translation | (394 | ) | 97 | (215 | ) | ||||||||
Reductions due to lapsed statute of limitations | (96 | ) | (74 | ) | (342 | ) | |||||||
Ending balance at December 31 | $18,283 | $18,140 | $43,284 | ||||||||||
As of December 31, 2011, we had accrued approximately $29 million related to uncertain tax positions resulting from the Framework Agreement with Misys dated June 9, 2010, which was subsequently amended on July 26, 2010. Pursuant to the Framework Agreement, we agreed to reduce Misys’ existing indirect ownership interest in our parent company, Allscripts Healthcare Solutions, Inc., through a series of transactions which are referred to as the Coniston Transactions. The acquired tax position related to the Coniston Transactions was indemnified by Misys in accordance with the Framework Agreement. Accordingly, we had an indemnification asset totaling $29 million, including related interest, as of December 31, 2011. | |||||||||||||
During 2012, we settled an IRS examination for the period May 2007 through May 2010 which primarily resulted in a tax assessment of $13 million that was indemnified by Misys pursuant to the Framework Agreement. The remaining tax liability related to the Coniston Transactions totaling $16 million was reversed, as reflected in the table above, and recognized as a tax benefit in our consolidated statement of operations for the year ended December 31, 2012. | |||||||||||||
Since the settlement amount with the IRS was less than the carrying value of the related indemnification asset, we recorded a write-off of the remaining indemnification asset, which is included in other income (expense), net within the accompanying consolidated statements of operations. The resulting charge of $16 million is substantially non-deductible for tax purposes and, therefore, increases the effective tax rate for the entire year. | |||||||||||||
During 2013, we completed a Bilateral Advance Pricing Agreement (BAPA) with the Canada Revenue Authority and the Internal Revenue Service covering the years 2003 through 2016. This BAPA provides certainty with respect to transactions between our Canadian entity and our US entity. Relating to these transactions, we had previously recorded $4.4 million in uncertain tax benefits, which we reversed in the quarter ended December 31, 2013 and recognized as a tax benefit. This benefit was offset by the reversal of an indirect tax benefit of the uncertain tax benefit of $6.3 million, recorded as a tax expense. We also recorded a $1.6 million tax benefit for the estimated impacts of amended returns required under the BAPA, resulting in a net impact of $0.3 million in tax expense recorded in the quarter ended December 31, 2013. | |||||||||||||
We had gross unrecognized tax benefits of approximately $17.1 million and $18.1 million as of December 31, 2013 and 2012, respectively. If the current gross unrecognized tax benefits were recognized, the result would be an increase in our income tax benefit of $10.2 million and $14.8 million, respectively. These amounts are net of accrued interest and penalties relating to unrecognized tax benefits of approximately $2 million and $2.2 million, respectively. | |||||||||||||
We recognized interest and penalties related to uncertain tax positions in our consolidated statements of operations as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Interest and penalties included in the provision for income taxes | ($188 | ) | ($2,539 | ) | $1,174 | ||||||||
The amount of interest and penalties included in our consolidated balance sheets is as follows: | |||||||||||||
December 31, | December 31, | ||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||
Interest and penalties included in the liability for uncertain income taxes | $2,011 | $2,199 | |||||||||||
During the year ended December 31, 2013, we recorded a valuation allowance of $13.6 million for federal credit carryforwards, and foreign and state NOL 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). Using all available evidence, we determined that it was uncertain that we will realize the deferred tax asset for certain of these carryforwards within the carryforward period. | |||||||||||||
Our effective rate is lower for the year ended December 31, 2103 as compared to the prior year, primarily due to the settlement of the acquired tax position and valuation allowance discussed above and the impacts of the 2012 and 2013 US research and development credits. On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted, reinstating retroactively to January 1, 2012 the research and development credit. As this law was not enacted until 2013, the impact of the 2012 credit of $3.6 million was not reflected in our financial statements until the year ended December 31, 2013. Our effective tax rate for 2013 also includes the impact of the estimated 2013 credit of $3.9 million. As of the filing of these financial statements, the research and development credit expired as of December 31, 2013 and has not been reinstated for 2014 and future years. | |||||||||||||
We file income tax returns in the U.S. federal jurisdiction, numerous states and multiple international countries. We are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. | |||||||||||||
We intend to indefinitely reinvest the undistributed earnings of our foreign subsidiaries. Accordingly, no deferred taxes have been recorded for the difference between the financial and tax basis investment in our foreign subsidiaries. If these earnings were distributed to the United States in the form of dividends or otherwise, we would have additional U.S. taxable income and, depending on our tax position in the year of repatriation, may have to pay additional U.S. income taxes. Withholding taxes may also apply to the repatriated earnings. Determination of the amount of unrecognized income tax liability related to these permanently reinvested and undistributed foreign subsidiary earnings is currently not practicable. | |||||||||||||
During 2013, we determined that approximately $37.3 million of these foreign subsidiaries’ undistributed earnings are now indefinitely reinvested outside the United States. As we have determined that the earnings of these subsidiaries are not required as a source of funding for U.S. operations, such earnings are not planned to be distributed to the United States in the foreseeable future. |
Stock_Award_Plans
Stock Award Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock Award Plans | ' | ||||||||||||||||
9. Stock Award Plans | |||||||||||||||||
Our Amended and Restated 2011 Stock Incentive Plan (“Plan”) provides for the granting of stock options, service-based share awards, performance-based share awards and market-based share awards, among other awards. As of December 31, 2013, there were 8.9 million shares of common stock reserved for issuance under future share-based awards to be granted to any of our employees, officers, directors or independent consultants at terms and prices to be determined by our Board, and subject to the terms of the Plan. | |||||||||||||||||
We recorded stock-based compensation expense as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||
Total stock-based compensation expense | $37,010 | $39,126 | $40,752 | ||||||||||||||
The estimated income tax benefit of stock-based compensation expense included in the provision for income taxes for the year ended December 31, 2013 is $7 million. No stock-based compensation costs were capitalized during the years ended December 31, 2013, 2012 and 2011. Prior to the year ended December 31, 2012, stock-based compensation expense was not allocated and was recorded as part of selling, general and administrative expenses. The calculation of stock-based compensation expenses includes an estimate for forfeitures at the time of grant. This estimate can be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. As of December 31, 2013, total unrecognized stock-based compensation expense related to non-vested awards and options was $68.7 million and this expense is expected to be recognized over a weighted-average period of 2.6 years. | |||||||||||||||||
We issue service-based awards, performance-based, and market-based awards in the form of restricted stock units or shares. A description of each category of awards is presented below. | |||||||||||||||||
Service-based Share Awards | |||||||||||||||||
Service-based share awards include stock options, restricted stock units and shares, and typically vest over a four-year period commencing on the date of grant subject to continued service with us. Upon termination of an employee’s employment, any unvested service-based share awards are forfeited unless otherwise provided in an employee’s employment agreement. Deferred share units are awarded to directors and vest within one year, when issued in lieu of annual share awards, or immediately, when issued in lieu of cash. | |||||||||||||||||
At December 31, 2013, there was $59.4 million of total estimated unrecognized stock-based compensation expense related to the service-based share awards which is expected to be recognized through December 2017. | |||||||||||||||||
Performance-based Share Awards | |||||||||||||||||
Performance-based share awards include restricted stock units and shares. The purpose of such awards is to align management’s compensation with our financial performance and other operational objectives and, in certain cases, to retain key employees over a specified performance period. Awards granted under this category are based on the achievement of various targeted financial measures, including non-GAAP income per share and adjusted net income as defined in the grant agreements. The awards are earned based on actual results achieved compared to targeted amounts. Stock-based compensation expense related to these awards is recognized over three-year and four-year vesting periods under the accelerated attribution method if and when we conclude that it is probable that the performance conditions will be achieved. | |||||||||||||||||
At December 31, 2013, there was $3.3 million of total estimated unrecognized stock-based compensation expense, assuming various target attainments related to the performance-based share awards, which is expected to be recognized through February 2017. | |||||||||||||||||
Market-based Share Awards | |||||||||||||||||
Market-based share awards include restricted stock units. The purpose of such awards is to align management’s compensation with the performance of our common stock relative to the market. Awards granted under this category are dependent on our total shareholder returns relative to a specified peer group of companies over three-year performance periods with vesting based on three annual performance segments from the grant dates. Fair values of the awards were estimated at the date of the grants using the Monte Carlo pricing model. Following completion of the three-year performance periods, the Compensation Committee of our Board will determine the number of awards that would vest considering overall performance over the three-year performance periods. If the numbers of shares that would vest under this scenario are greater than the amount vesting under the three annual performance segments, then such greater numbers of awards shall vest, reduced by the number of awards previously vested. Stock-based compensation expense related to these awards will be recognized over three-year vesting periods under the accelerated attribution method. | |||||||||||||||||
At December 31, 2013, there was $6.0 million of total estimated unrecognized stock-based compensation expense, assuming various target attainments related to the market-based share awards, which is expected to be recognized through August 2016. | |||||||||||||||||
Restricted Stock Units and Awards | |||||||||||||||||
The following table summarizes the activity for restricted stock units during the periods presented: | |||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | |||||||||||||||
Grant Date Fair Value | |||||||||||||||||
Unvested restricted stock units at December 31, 2010 | 3,663 | $14.35 | |||||||||||||||
Awarded | 2,247 | $20.53 | |||||||||||||||
Vested | (1,237 | ) | $13.08 | ||||||||||||||
Forfeited | (491 | ) | $16.03 | ||||||||||||||
Unvested restricted stock units at December 31, 2011 | 4,182 | $17.83 | |||||||||||||||
Awarded | 5,574 | $11.78 | |||||||||||||||
Vested | (1,898 | ) | $16.11 | ||||||||||||||
Forfeited | (1,130 | ) | $17.16 | ||||||||||||||
Unvested restricted stock units at December 31, 2012 | 6,728 | $13.43 | |||||||||||||||
Awarded | 2,511 | $15.06 | |||||||||||||||
Vested | (2,023 | ) | $13.77 | ||||||||||||||
Forfeited | (1,482 | ) | $13.74 | ||||||||||||||
Unvested restricted stock units at December 31, 2013 | 5,734 | $13.94 | |||||||||||||||
The following table summarizes the activity for restricted stock awards during the periods presented: | |||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | |||||||||||||||
Grant Date Fair Value | |||||||||||||||||
Unvested restricted stock awards at December 31, 2010 | 1,168 | $17.20 | |||||||||||||||
Vested | (622 | ) | $16.39 | ||||||||||||||
Forfeited | (135 | ) | $16.77 | ||||||||||||||
Unvested restricted stock awards at December 31, 2011 | 411 | $16.95 | |||||||||||||||
Vested | (254 | ) | $16.27 | ||||||||||||||
Forfeited | (137 | ) | $16.72 | ||||||||||||||
Unvested restricted stock awards at December 31, 2012 | 20 | $15.94 | |||||||||||||||
Vested | (17 | ) | $15.92 | ||||||||||||||
Forfeited | (3 | ) | $16.05 | ||||||||||||||
Unvested restricted stock awards at December 31, 2013 | 0 | $0.00 | |||||||||||||||
Net Share-settlements | |||||||||||||||||
Beginning in 2011, 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 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. Restricted stock units and awards that vested and were net-share settled with shares in excess of the minimum statutory obligation were treated as liability awards. Total payments for the employees’ minimum statutory tax obligations to the taxing authorities are reflected as a financing activity within the accompanying consolidated statements of cash flows. The total shares withheld during the years ended December 31, 2013, 2012 and 2011 were 693 thousand, 860 thousand and 660 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. These net-share settlements had the effect of share repurchases by us as they reduced the number of shares that would have otherwise been issued as a result of the vesting. | |||||||||||||||||
Stock Options | |||||||||||||||||
The following table summarizes the status of stock options outstanding and the changes during the periods presented: | |||||||||||||||||
(In thousands, except per share amounts) | Options | Weighted-Average | Options | Weighted-Average | |||||||||||||
Outstanding | Exercise Price | Exercisable | Exercise Price | ||||||||||||||
Balance at December 31, 2010 | 7,675 | $10.46 | 6,434 | $9.80 | |||||||||||||
Options exercised | (3,469 | ) | $10.21 | ||||||||||||||
Options forfeited | (230 | ) | $14.49 | ||||||||||||||
Balance at December 31, 2011 | 3,976 | $10.31 | 3,499 | $9.87 | |||||||||||||
Options exercised | (1,138 | ) | $5.32 | ||||||||||||||
Options forfeited | (171 | ) | $16.62 | ||||||||||||||
Balance at December 31, 2012 | 2,667 | $12.04 | 2,548 | $11.88 | |||||||||||||
Options granted | 3,870 | $13.79 | |||||||||||||||
Options exercised | (1,442 | ) | $8.47 | ||||||||||||||
Options forfeited | (773 | ) | $14.94 | ||||||||||||||
Balance at December 31, 2013 | 4,322 | $14.28 | 1,025 | $15.52 | |||||||||||||
We estimate the fair value of our service and performance-based stock option awards on the date of grant using the Black-Scholes-Merton option-pricing model. Option valuation models, including the Black-Scholes-Merton option-pricing model, require the input of certain assumptions that involve judgment. Changes in the input assumptions can materially affect the fair value estimates and, ultimately, how much we recognize as stock-based compensation expense. | |||||||||||||||||
The following table contains the stock option weighted-average grant date fair value information and related valuation assumptions for the year ended December 31, 2013: | |||||||||||||||||
Stock options granted (in thousands) | 3,870 | ||||||||||||||||
Fair Value per option | $6.25 | ||||||||||||||||
Valuation assumptions: | |||||||||||||||||
Expected term ( in years) | 4.8 | ||||||||||||||||
Expected volatility | 54 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Risk-free interest rate | 0.9 | % | |||||||||||||||
The stock option grant prices equaled the closing prices of our common stock on the date of grant and the stock options have an exercise term of 7 years. The expected term is based on historical exercise patterns and post-vesting termination behavior, the risk-free interest rate input is based on United States Treasury instruments and the volatility input is calculated based on the implied volatility of our common stock. | |||||||||||||||||
The aggregate intrinsic value of stock options outstanding and exercisable as of December 31, 2013 was $7.0 million and $1.8 million, respectively, based on our closing stock price of $15.46 as of December 31, 2013. The intrinsic value of stock options outstanding represents the amount that would have been received by the option holders had all option holders exercised their stock options as of that date. | |||||||||||||||||
The following activity occurred under our plans: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||
Total intrinsic value of stock options exercised | $7,500 | $7,756 | $33,016 | ||||||||||||||
Total fair value of share awards vested | $28,609 | $28,600 | $36,137 | ||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013: | |||||||||||||||||
(In thousands, except per share amounts) | Number of | Weighted-Average | Number of | Weighted-Average | |||||||||||||
Range of Exercise Prices | Options | Exercise Price | Options | Exercise Price | |||||||||||||
Outstanding | Exercisable | ||||||||||||||||
$3.72 to $12.32 | 233,817 | $8.01 | 233,817 | $8.01 | |||||||||||||
$12.50 to $14.01 | 3,072,316 | $13.76 | 35,662 | $13.08 | |||||||||||||
$14.20 to $16.78 | 535,481 | $15.92 | 284,130 | $16.62 | |||||||||||||
$16.80 to $18.45 | 199,887 | $17.96 | 191,087 | $18.01 | |||||||||||||
$18.58 to $20.94 | 280,013 | $19.12 | 280,013 | $19.12 | |||||||||||||
4,321,514 | 1,024,709 | ||||||||||||||||
The weighted average remaining contractual life of the options outstanding and exercisable as of December 31, 2013 is 2.2 years. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
Our Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to authorize payroll deductions of up to 20% of their base salary to be applied toward the purchase of full shares of common stock on the last business day of each offering period. Offering periods under the ESPP are three months in duration and begin on each March 1st, June 1st, September 1st, and December 1st. Shares are purchased on the last day of each offering period at a discount of 15% to the fair market value of our common stock as reported on NASDAQ based on the lower of the closing price either on the first or last business day of each offering period. Employees are limited to purchasing shares under the ESPP having a collective fair market value no greater than $25 thousand in any one calendar year. The shares available for purchase under the ESPP may be drawn from either authorized but previously unissued shares of common stock or from reacquired shares of common stock, including shares purchased by us in the open market and held as treasury shares. | |||||||||||||||||
We treat the ESPP as a non-compensatory plan in accordance with GAAP. There were 388 thousand and 288 thousand shares purchased under the ESPP during the years ended December 31, 2013 and 2012, respectively. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
10. Stockholders’ Equity | |
Stock Repurchases | |
In April 2011, our Board 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 approved the repurchase of an additional $200 million, bringing the total repurchase authorization to $400 million. Any share repurchase transactions 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. | |
No shares were repurchased under this program during the year ended December 31, 2013. During the years ended December 31, 2012 and 2011, we repurchased approximately 21 million and 3 million shares of our common stock, respectively, under this program at an aggregate purchase price of approximately $226 million and $51 million, respectively. The average price paid per share during the years ended December 31, 2012 and 2011 was $10.89 and $19.45, respectively. As of December 31, 2013, the amount available for repurchase of our common stock under this program was approximately $123 million. | |
Issuance of Warrants | |
During June 2013, in connection with the issuance of the 1.25% Notes, we issued the “1.25% Warrants” for approximately 20.1 million shares of our common stock (subject to anti-dilution 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 consolidated balance sheet as of December 31, 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. 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 year ended December 31, 2013, we recognized approximately $1.3 million of the warrant fair value as a reduction to transaction processing and other revenues. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Accumulated Other Comprehensive Income | ' | ||||||||
11. Accumulated Other Comprehensive Income | |||||||||
The following table summarizes, as of each balance sheet date, the components of our accumulated other comprehensive income: | |||||||||
(In thousands) | December 31, | December 31, | |||||||
2013 | 2012 | ||||||||
Unrealized gain on marketable securities | $203 | $192 | |||||||
Tax effect | (79 | ) | (74 | ) | |||||
Unrealized gain on marketable securities, net of tax | 124 | 118 | |||||||
Unrealized loss on interest rate swap | (458 | ) | (1,534 | ) | |||||
Tax effect | 179 | 600 | |||||||
Unrealized loss on interest rate swap, net of tax | (279 | ) | (934 | ) | |||||
Foreign currency translation adjustment | (1,590 | ) | 892 | ||||||
Total accumulated other comprehensive (loss) income | ($1,745 | ) | $76 |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||
Derivative Financial Instruments | ' | ||||||||||||
12. 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”). 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, subject to the terms and conditions thereof, 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 the 1.25% Call Option settles or expires. 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 discussion of fair value measurements in Note 1, “Basis of Presentation and Significant Accounting Policies.” The fair value of the 1.25% Call Option at December 31, 2013 was approximately $104.7 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 income (expense), net. For the year ended December 31, 2013, the change in the fair value of the 1.25% Call Option resulted in a gain of $21.9 million. 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 discussion of fair value measurements in Note 1, “Basis of Presentation and Significant Accounting Policies.” The fair value of the embedded cash conversion option at December 31, 2013 was approximately $105.6 million. For the year ended December 31, 2013, the change in the fair value of the embedded cash conversion option resulted in a loss of $22.8 million. This loss was slightly higher than the gain recognized on the 1.25% Call Option over the same period. | |||||||||||||
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 December 31, 2013, the notional amount of the interest rate swap agreement was $125 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 (loss) income with the corresponding amounts included in other assets or other liabilities in our consolidated balance sheets. Amounts accumulated in other comprehensive (loss) 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 $0.5 million and $1.5 million at December 31, 2013 and December 31, 2012, respectively. We recognized the following activity related to our interest rate swap agreement: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Effective Portion | |||||||||||||
Current period increase (decerase) in fair value recognized in OCI | $1,076 | $220 | ($3,757 | ) | |||||||||
Tax effect | (421 | ) | (87 | ) | 1,463 | ||||||||
Net | $655 | $133 | ($2,294 | ) | |||||||||
Loss reclassified from OCI to interest expense | $1,215 | $1,783 | $2,024 | ||||||||||
Amount excluded from Effectiveness Assessment and Ineffective Portion | |||||||||||||
Gain (loss) recognized in other income (expense) | $0 | $0 | $0 | ||||||||||
We estimate that approximately $0.5 million of derivative losses included in other comprehensive (loss) income will be reclassified into earnings within the next 10 months. This amount has been calculated assuming the variable effective interest rate 2.92% as of December 31, 2013 remains the same through the next 10 months. No gains (losses) were reclassified from other comprehensive (loss) income into earnings as a result of forecasted transactions that failed to occur during the years ended December 31, 2013, 2012 and 2011. |
Commitments
Commitments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitments | ' | ||||||||||||
13. Commitments | |||||||||||||
We conduct our operations from leased premises under several operating leases. We also lease office equipment and vehicles under operating leases. Total rent expense was as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Rent expense | $17,062 | $18,543 | $20,377 | ||||||||||
The long-term portion of capital lease obligations is included on the consolidated balance sheet under other liabilities. Our future commitments under capital and operating leases are as follows: | |||||||||||||
(Dollar amounts in thousands) | Capital | Operating | |||||||||||
Leases | Leases | ||||||||||||
2014 | $509 | $16,022 | |||||||||||
2015 | 244 | 14,906 | |||||||||||
2016 | 57 | 13,787 | |||||||||||
2017 | 0 | 8,615 | |||||||||||
2018 | 0 | 5,015 | |||||||||||
Thereafter | 0 | 5,239 | |||||||||||
810 | $63,584 | ||||||||||||
Less amount representing interest | (69 | ) | |||||||||||
741 | |||||||||||||
Current maturities of capital lease obligations | 457 | ||||||||||||
Capital lease obligations, net of current maturities | $284 | ||||||||||||
Business_Segments
Business Segments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Business Segments | ' | ||||||||||||
14. Business Segments | |||||||||||||
We primarily derive our revenues from sales of our proprietary software and related hardware, professional services and IT outsourcing services. These sales are also the basis for our recurring service contracts for software maintenance and certain transaction processing services. We revised our reportable segments effective December 1, 2013, in connection with changes to our organizational and management structure that were announced earlier in 2013. Prior to this change, we used five reportable segments: Software Delivery, Services Delivery, Client Support, Pathway Solutions and IT Outsourcing. | |||||||||||||
The changes to our organizational and management structure were aimed at improving our operational effectiveness, enhancing our competitiveness and creating a greater focus on client needs. These changes, which involved the creation of strategic business units, were designed to transition us towards a flatter business unit model aligned with key products and services, and away from a functional organization. After the finalization of these changes and based upon the information used by our chief operating decision maker for making operating decisions and assessing performance, we identified nine operating segments, which were aggregated into three reportable segments: Clinical and Financial Solutions, Population Health, and Managed Services. | |||||||||||||
The Clinical and Financial Solutions segment includes our Acute, TouchWorks, Professional Practices, Payer and Life Sciences, and International strategic business units. This segment derives its revenue from the sale of integrated clinical software applications, financial and information solutions, and related installation and maintenance services, to physician practices, hospitals and health systems of various sizes. These solutions primarily include EHR-related software, financial and practice management software, related installation and training services, and electronic claims administration services. The Population Health segment includes our Performance and Care Logistics and Population Health strategic business units. This segment derives its revenue from the sale of health management solutions, which are mainly targeted at hospitals, health systems and Accountable Care Organizations, and which enable such organizations to connect, transition, analyze, and coordinate care across the entire care community. The Managed Services segment includes our Outsourcing and Remote Hosting strategic business units. It derives its revenue from the sale of outsourcing and remote hosting solutions, where we assume partial to total responsibility for a healthcare organization’s IT operations. The revenues from this segment are primarily reflected as part of transaction processing and other in our consolidated statements of operations. Segment data for prior periods presented in the table below has been restated to conform to the current year’s presentation. | |||||||||||||
Our CODM uses segment revenues, gross profit and income from operations as measures of performance and to allocate resources. In determining revenue, gross profit and income from operations for our segments, we do not include the amortization of acquisition-related deferred revenue adjustments in revenue and we exclude the amortization of intangible assets, stock-based compensation expense and one-time expenses from the operating segment data provided to our CODM. Accordingly, these amounts are not included in our reportable segment results and are included in an “Unallocated Amounts” category within our segment disclosure. The “Unallocated Amounts” category also includes corporate general and administrative expenses (including marketing expenses), interest expense and the provision for income taxes, all of which are centrally managed. In addition, the “Unallocated Amounts” category includes revenue and the associated cost from the resale of certain ancillary products, primarily consisting of hardware. We do not track our assets by segment. | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Revenue: | |||||||||||||
Clinical and Financial Solutions | $871,819 | $947,011 | $949,248 | ||||||||||
Population Health | 257,738 | 244,153 | 237,001 | ||||||||||
Managed Services | 222,358 | 231,869 | 212,278 | ||||||||||
Unallocated Amounts | 21,146 | 23,292 | 45,550 | ||||||||||
Total revenue | $1,373,061 | $1,446,325 | $1,444,077 | ||||||||||
Gross Profit: | |||||||||||||
Clinical and Financial Solutions | $407,624 | $458,930 | $501,536 | ||||||||||
Population Health | 175,591 | 157,007 | 165,834 | ||||||||||
Managed Services | 20,454 | 35,392 | 29,322 | ||||||||||
Unallocated Amounts | (69,213 | ) | (44,794 | ) | (31,127 | ) | |||||||
Total gross profit | $534,456 | $606,535 | $665,565 | ||||||||||
Income from operations: | |||||||||||||
Clinical and Financial Solutions | $166,500 | $239,712 | $319,013 | ||||||||||
Population Health | 108,733 | 101,457 | 123,560 | ||||||||||
Managed Services | 20,454 | 35,392 | 29,322 | ||||||||||
Unallocated Amounts | (423,288 | ) | (363,290 | ) | (335,351 | ) | |||||||
Total (loss) income from operations | ($127,601 | ) | $13,271 | $136,544 | |||||||||
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||||||
15. Supplemental Disclosure of Cash Flow Information | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Cash paid (received) during the period for: | |||||||||||||
Interest | $12,997 | $11,218 | $13,630 | ||||||||||
Income taxes paid (refund), net | $7,944 | $7,040 | ($1,013 | ) |
Geographic_Information
Geographic Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Geographic Information | ' | ||||||||||||
16. Geographic Information | |||||||||||||
Revenues are attributed to geographic regions based on the location where the sale originated. Our revenues by geographic area are summarized below: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
United States | $1,321,779 | $1,387,304 | $1,389,215 | ||||||||||
Canada | 24,999 | 23,909 | 27,076 | ||||||||||
Other International | 26,283 | 35,112 | 27,786 | ||||||||||
Total | $1,373,061 | $1,446,325 | $1,444,077 | ||||||||||
A summary of our long-lived assets, comprised of fixed assets by geographic area, is presented below: | |||||||||||||
December 31, | December 31, | ||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||
United States | $160,237 | $144,526 | |||||||||||
India | 9,652 | 9,182 | |||||||||||
Israel | 2,180 | 0 | |||||||||||
Canada | 1,295 | 1,553 | |||||||||||
Other international | 649 | 233 | |||||||||||
Total | $174,013 | $155,494 | |||||||||||
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
17. Contingencies | |
In addition to commitments and obligations in the ordinary course of business, we are currently subject to various legal proceedings and claims that have not been fully adjudicated, certain of which are discussed below. We intend to vigorously defend ourselves in these matters. | |
No less than quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. Furthermore, the outcome of legal proceedings is inherently uncertain, and we may incur substantial defense costs and expenses defending any of these matters. If one or more of these legal proceedings were resolved against us in a reporting period for amounts in excess of our management’s expectations, our consolidated financial statements for that reporting period could be materially adversely affected. Additionally, the resolution of a legal proceeding against us could prevent us from offering our products and services to current or prospective clients, which could further adversely affect our operating results. | |
In the opinion of our management, based on the information currently available, we do not believe a material risk of loss in excess of amounts recorded is at least reasonably possible, with respect to the following matters. | |
On September 14, 2010, Pegasus Imaging Corporation (“Pegasus”) filed suit against us in the Circuit Court of the Thirteenth Judicial Circuit of the State of Florida in and for Hillsborough County, Florida, which we transferred to the Special Superior Court for Complex Business Cases. The lawsuit also named former officers Jeffrey Amrein and John Reinhart as defendants. The amended complaint added two defunct Florida corporations that did business with us, and 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. The parties must engage in mediation on this matter by no later than May 2014. The case is currently scheduled for trial in November 2014. | |
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 are currently seeking to certify a class of all similarly situated physician-clients that purchased MyWay and seek damages for various claims, including breach of warranty and unjust enrichment. 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, and violations of various other states’ consumer protection laws. Discovery is proceeding. | |
On January 30, 2013, Costco Wholesale Corporation made a demand for arbitration against us with the International Institute for Conflict Resolution in connection with our offer to upgrade our MyWay clients to Professional Suite. 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 26, 2013, a lawsuit was filed by Cardinal Health 200, LLC against us in the Court of Common Pleas for Franklin County, Ohio. The complaint 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 Professional Suite. The complaint alternatively seeks a declaration that we invalidly terminated our agreement with the plaintiff. The case is currently scheduled for trial in April 2014. | |
In the opinion of our management, there is a reasonable possibility that we may incur losses with respect to the following matters. However, given the current early stage of the matters, it is not possible to estimate the possible loss or range of loss at this time. Our management will continue to evaluate the potential exposure related to these matters in future periods. | |
On May 1, 2012, Physicians Healthsource, Inc. 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, and treble damages if the Court finds the violations to be willful, knowing or intentional, and injunctive and other relief. Discovery is proceeding. | |
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 their August 24, 2010 merger, 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 fully-briefed motion to dismiss is pending. | |
On June 27, 2012, a purported shareholder, Richard Devereaux, filed a shareholder derivative action in the Circuit Court of Cook County, Illinois against us; Glen Tullman, our former Chief Executive Officer; William Davis, our former Chief Financial Officer; Paul Black, our current Chief Executive Officer and a current member of our Board; and Dennis Chookaszian, Robert Cindrich, Marcel Gamache, Philip Green, and Michael Kluger, each of whom are or were members of our Board. 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 condition, which allegedly caused our stock price to be artificially inflated and then drop sharply when we reported earnings below expectations and disclosed a “leadership dispute” in a regulatory filing. The case is currently stayed by agreement of the parties. |
Commitment_with_Strategic_Part
Commitment with Strategic Partner | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitment with Strategic Partner | ' | ||||||||||||
18. Commitment with Strategic Partner | |||||||||||||
On March 31, 2011, and as amended November 1, 2012, we entered into a ten year agreement with Xerox Consultant Services, Inc. (“Xerox”) to provide services to support our remote hosting services for our Sunrise acute care clients. We maintain all client relationships and domain expertise with respect to the hosted applications. The agreement encompasses our payment to Xerox for certain of our employees to be retained by Xerox from our hosting staff, new remote hosting staff and technology infrastructure, as well as other data center and hosting services, for a base amount of approximately $50 million per year. During April 2011, in connection with the agreement, we sold a portion of our hosting equipment and infrastructure related to our Sunrise acute care clients to Xerox for cash at a value approximating book value of such assets totaling $20 million. Expenses incurred under this agreement are included in cost of revenue and were as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Expenses incurred under Xerox agreement | $62,259 | $55,987 | $28,132 |
North_American_Site_Consolidat
North American Site Consolidation Plan | 12 Months Ended |
Dec. 31, 2013 | |
Restructuring And Related Activities [Abstract] | ' |
North American Site Consolidation Plan | ' |
19. 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 the 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 year ended December 31, 2013, we incurred approximately $20.1 million in costs resulting from the Site Consolidation Plan, of which $16.2 million is included in selling, general and administrative expenses and $3.9 million is included in research and development in our consolidated statements of operations for the year ended December 31, 2013. The majority of the expenses incurred during the year ended December 31, 2013 related to severance, retention bonuses and relocation expenses. The portion of these costs allocable to our reportable segments is not material. In the first quarter of 2013, we established a liability for approximately $11.2 million for severance costs resulting from the Site Consolidation Plan. During the year ended December 31, 2013, we paid approximately $7.0 million and have a remaining liability of approximately $4.2 million, which is included in accrued compensation and benefits in our consolidated balance sheet as of December 31, 2013. | |
During the year ended December 31, 2013, we incurred lease exit costs of approximately $0.8 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. |
Schedule_IIValuation_and_Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Valuation And Qualifying Accounts [Abstract] | ' | ||||||||||||||||||||
Schedule II-Valuation and Qualifying Accounts | ' | ||||||||||||||||||||
Schedule II—Valuation and Qualifying Accounts | |||||||||||||||||||||
(In thousands) | Balance at | Charged to | Deferred | Write-Offs, | Balance at | ||||||||||||||||
Beginning of | Expenses/ | Revenue | Net of | End of | |||||||||||||||||
Year | Against | Reclassification | Recoveries | Year | |||||||||||||||||
Revenue | |||||||||||||||||||||
Allowance for doubtful accounts and sales credits | |||||||||||||||||||||
Year ended December 31, 2013 | $45,320 | 20,095 | 1,116 | (12,279 | ) | $54,252 | |||||||||||||||
Year ended December 31, 2012 | $27,627 | 37,447 | (7,640 | ) | (12,114 | ) | $45,320 | ||||||||||||||
Year ended December 31, 2011 | $11,321 | 10,059 | 15,122 | (8,875 | ) | $27,627 | |||||||||||||||
In 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. Prior periods were revised to conform to the current year presentation. | |||||||||||||||||||||
All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 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. | |||||||||||||||||||||||||||||||||||
In 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. | |||||||||||||||||||||||||||||||||||
Also in 2013, we changed our presentation of accounts receivable by offsetting against the related deferred revenue the amount of outstanding receivables for services billed in advance. As a result, both accounts receivable and deferred revenue were reduced by $27.4 million at December 31, 2012. | |||||||||||||||||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||||
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“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. | |||||||||||||||||||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||||||||||||
Revenue represents the fair value of consideration received or receivable from clients for goods and services provided by us. Revenue from system sales includes software and related hardware. Revenue from professional services includes implementation, training and consulting services. Revenue from maintenance includes post contract client support and maintenance services. Revenue from transaction processing and other includes electronic data interchange (“EDI”) services, SaaS transactions, software hosting services, and IT outsourcing. For some clients, we host the software applications licensed from us remotely using our own or third-party servers, which saves these clients the cost of procuring and maintaining hardware and related facilities. For other clients, we offer an outsourced solution in which we assume partial to total responsibility for a healthcare organization’s IT operations using our employees. | |||||||||||||||||||||||||||||||||||
Revenue from software licensing arrangements where the service element is not considered essential to the functionality of the other elements of the arrangement is recognized upon delivery of the software or as services are performed, provided persuasive evidence of an arrangement exists, fees are considered fixed or determinable, and collection of the receivable is probable. The revenue recognized for each separate element of a multiple-element software contract is based upon vendor-specific objective evidence of fair value, which is based upon the price the client is required to pay when the element is sold separately or renewed. For arrangements in which vendor-specific objective evidence of fair value only exists for the undelivered elements, the delivered elements (generally software licenses) are accounted for using the residual method. | |||||||||||||||||||||||||||||||||||
Revenue from software licensing arrangements, where the service element is considered essential to the functionality of the other elements of the arrangement, is accounted for on an input basis under percentage of completion accounting using actual hours worked as a percentage of total expected hours required by the arrangement, provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable and collection of the receivable is probable. Maintenance and support from these agreements is recognized over the term of the support agreement based on vendor-specific objective evidence of fair value of the maintenance revenue, which is based upon contractual renewal rates. For income statement presentation, consideration from agreements accounted for under percentage of completion accounting is allocated between system sales and professional services based on vendor specific evidence of our hourly services rate multiplied by the amount of hours performed with the residual amount allocated to software license fee. | |||||||||||||||||||||||||||||||||||
Revenue from certain value-added reseller (“VAR”) relationships in which software is directly sold to VARs is recognized upon delivery of the software assuming all other revenue recognition criteria have been met. Revenue recognition is deferred until the software is delivered to the ultimate end user if the arrangement terms do not satisfy the criteria for revenue recognition upon delivery of the software to the VAR. | |||||||||||||||||||||||||||||||||||
Fees related to SaaS arrangements are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to clients. These arrangements include professional services fees related to the implementation and set-up of our solutions and are billed upfront and recorded as deferred revenue until our solutions are made available to the client. The implementation and set-up fees are recognized as revenue ratably over the estimated client relationship period. The estimated length of a client relationship period is based on our experience with client contract renewals and consideration of the period over which such clients use our SaaS solutions. | |||||||||||||||||||||||||||||||||||
Software hosting services are provided to clients that have purchased a perpetual license to our software solutions and contracted with us to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. Hosting services are not deemed to be essential to the functionality of the software or other elements of the arrangement; accordingly, for these arrangements, we recognize software license revenues as system sales revenue upon delivery, assuming all other revenue recognition criteria have been met, and separately recognize fees for the hosting services as transaction processing and other revenue over the term of the hosting arrangement. | |||||||||||||||||||||||||||||||||||
We also enter into multiple-element arrangements that may include a combination of various software-related and non-software-related products and services. Management applies judgment to ensure appropriate accounting for multiple deliverables, including the allocation of arrangement consideration among multiple units of accounting, the determination of whether undelivered elements are essential to the functionality of delivered elements, and the timing of revenue recognition, among others. In such arrangements, we first allocate the total arrangement consideration based on a selling price hierarchy at the inception of the arrangement. The selling price for each element is based upon the following selling price hierarchy: vendor-specific objective evidence of fair value if available, third-party evidence of fair value if vendor-specific objective evidence of fair value is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence of fair value is available (discussion as to how we determine vendor-specific objective evidence of fair value, third-party evidence of fair value and estimated selling price is provided below). Upon allocation of the arrangement consideration to the software elements as a whole and individual non-software elements, we then further allocate consideration within the software group to the respective elements following higher-level, industry-specific guidance and our policies described above. After the arrangement consideration has been allocated to the various elements, we account for each respective element in the arrangement as described above. | |||||||||||||||||||||||||||||||||||
To determine the selling price in multiple-element arrangements, we establish vendor-specific objective evidence of fair value using the price charged for a deliverable when sold separately and contractual renewal rates for maintenance fees. For non-software multiple element arrangements, third-party evidence of fair value is established by evaluating similar and interchangeable competitor products or services in standalone arrangements with similarly situated clients. If we are unable to determine the selling price because vendor-specific objective evidence or third-party evidence of fair value does not exist, we determine an estimated selling price by considering several external and internal factors including, but not limited to, pricing practices, margin objectives, competition, client demand, internal costs and overall economic trends. The determination of an estimated selling price is made through consultation with and approval by our management, taking into consideration our go-to-market strategy. As our, or our competitors’, pricing and go-to-market strategies evolve, we may modify our pricing practices in the future. These events could result in changes to our determination of vendor-specific objective evidence of fair value, third-party evidence of fair value and estimated selling price. Selling prices are analyzed on an annual basis or more frequently if we experience significant changes in our selling prices. | |||||||||||||||||||||||||||||||||||
For those arrangements where the deliverables do not qualify as separate units of accounting, revenue recognition is evaluated for the combined deliverables as a single unit of accounting and the recognition pattern of the final deliverable will dictate the revenue recognition pattern for the single, combined unit of accounting. Changes in circumstances and client data may result in a requirement to either separate or combine deliverables, such that a delivered item could now meet the separation criteria and qualify as a separate unit of accounting which may lead to an upward or downward adjustment to the amount of revenue recognized under the arrangement on a prospective basis. | |||||||||||||||||||||||||||||||||||
We assess whether fees are fixed or determinable at the time of sale and recognize revenues if all other revenue recognition requirements are met. Our payment arrangements with clients typically include milestone-based software license fee payments and payments based upon delivery for services and hardware. | |||||||||||||||||||||||||||||||||||
While most of our arrangements include short-term payment terms, we periodically provide extended payment terms to clients from the date of contract signing. We do not recognize revenue under extended payment term arrangements until such payments become due. In certain circumstances, where all other revenue recognition criteria have been met, we occasionally offer discounts to clients with extended payment terms to accelerate the timing of when payments are made. Changes to extended payment term arrangements have not had a material impact on our consolidated results of operations. | |||||||||||||||||||||||||||||||||||
Maintenance fees are recognized ratably over the period of the contract based on vendor specific objective evidence of fair value based upon contractual renewal rates. Revenue from EDI services is recognized as services are provided and is determined based on the volume of transactions processed. | |||||||||||||||||||||||||||||||||||
We provide IT outsourcing services to our clients under arrangements that typically range from five to ten years in duration. Under these arrangements we assume full, partial or transitional responsibilities for a healthcare organization’s IT operations using our employees. Our outsourcing services include facilities management, network outsourcing and transition management. Revenue from these arrangements is recognized as services are performed. | |||||||||||||||||||||||||||||||||||
Revenue is recognized net of any taxes collected from clients and subsequently remitted to governmental authorities. We record as revenue any amounts billed to clients for shipping and handling costs and record as cost of revenue the actual shipping costs incurred. | |||||||||||||||||||||||||||||||||||
We record reimbursements for out-of-pocket expenses incurred as professional services revenue in our consolidated statements of operations. These amounts totaled: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Reimbursements for out-of-pocket expenses incurred as professional services revenue | $18,445 | $22,656 | $20,788 | ||||||||||||||||||||||||||||||||
The following table summarizes revenue earned on contracts in excess of billings, both the current and non-current portions, which is included in the balance of accounts receivable and other assets, respectively. Billings are expected to occur according to the contract terms. | |||||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||||||||||||||||||||||||
Revenue earned on contracts in excess of billings | |||||||||||||||||||||||||||||||||||
Unbilled revenue (current) | $37,271 | $53,988 | |||||||||||||||||||||||||||||||||
Unbilled revenue (long-term) | 1,294 | 2,301 | |||||||||||||||||||||||||||||||||
Total revenue earned on contracts in excess of billings | $38,565 | $56,289 | |||||||||||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||||||||||||
Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. 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 in one of the following three categories: | |||||||||||||||||||||||||||||||||||
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 is 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. Refer to Note 7, “Debt,” and Note 12, “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 value as of December 31, 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 | December 31, 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 | $3,634 | $0 | $0 | $3,634 | $14,653 | $0 | $0 | $14,653 | ||||||||||||||||||||||||||
Marketable securities | Long-term marketable securities | 0 | 1,329 | 0 | 1,329 | 0 | 1,706 | 0 | 1,706 | ||||||||||||||||||||||||||
1.25% Call Option | Other assets | 0 | 0 | 104,656 | 104,656 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Cash conversion | Other liabilities | 0 | 0 | (105,637 | ) | (105,637 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Interest rate swap | Other liabilities | 0 | (458 | ) | 0 | (458 | ) | 0 | (1,534 | ) | 0 | (1,534 | ) | ||||||||||||||||||||||
Total | $3,634 | $871 | ($981 | ) | $3,524 | $14,653 | $172 | $0 | $14,825 | ||||||||||||||||||||||||||
As of 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 approximately $13 million as of December 31, 2012 and were included in other assets in the accompanying consolidated balance sheets. In 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 income (expense), net, in the accompanying consolidated statement of operations and other (gains) losses, net in the accompanying consolidated statement of cash flows for the year ended December 31, 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 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 approximately $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 income (expense), net, in the accompanying consolidated statement of operations and other (gains) losses, net in the accompanying consolidated statement of cash flows for the year ended December 31, 2013. As of December 31, 2013, our remaining investment in non-marketable equity securities is not material. | |||||||||||||||||||||||||||||||||||
Our long-term financial liabilities include amounts outstanding under the Senior Secured Credit Facility with carrying values that approximate fair value since the interest rates approximate current market rates. In addition, the carrying amount of the 1.25% Notes approximates fair value as of December 31, 2013, since the effective interest rate on the notes approximates current market rates. See Note 7, “Debt,” for further information regarding our long-term financial liabilities. | |||||||||||||||||||||||||||||||||||
Financial Instruments | ' | ||||||||||||||||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||||||||||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. | |||||||||||||||||||||||||||||||||||
Other investments classified as long-term marketable securities include certain debt instruments. Debt securities are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Realized and unrealized gains and losses for all periods presented are immaterial. Changes in market value, excluding other-than-temporary impairments, are reflected in other comprehensive income. There were no other-than-temporary impairments for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||||||||||||||||||||||
Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. | |||||||||||||||||||||||||||||||||||
For derivative instruments designated as cash-flow hedges, the effective portion of the derivative’s gain (loss) is initially reported as a component of other comprehensive income and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains (losses) on derivatives representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. See Note 12, “Derivative Financial Instruments,” for information regarding gains and losses from derivative instruments during the year ended 2013. There were no realized gains (losses) on derivatives for the years ended December 31, 2012 and 2011. | |||||||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable | ' | ||||||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable | |||||||||||||||||||||||||||||||||||
Accounts receivable are recorded at the invoiced amounts and do not bear interest. An allowance for doubtful accounts is recorded to provide for estimated losses resulting from uncollectible accounts, and is based principally on specifically identified amounts where collection is deemed doubtful. Additional non-specific allowances are recorded based on historical experience and management’s assessment of a variety of factors related to the general financial condition of our clients, the industry in which we operate and general economic conditions. We review the collectability of individual accounts and assess the adequacy of the allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances and related bad debt expense may be required. | |||||||||||||||||||||||||||||||||||
Contingent Liabilities | ' | ||||||||||||||||||||||||||||||||||
Contingent Liabilities | |||||||||||||||||||||||||||||||||||
A liability is contingent if the amount is not presently known, but may become known in the future as a result of the occurrence of some uncertain future event. We accrue a liability for an estimated loss if we determine that the potential loss is probable of occurring and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. | |||||||||||||||||||||||||||||||||||
The assessment of contingent liabilities, including legal and income tax contingencies, involves the use of estimates, assumptions and judgments. Our estimates are based on our belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or IRS positions, will not differ from our assessments. | |||||||||||||||||||||||||||||||||||
Fixed Assets | ' | ||||||||||||||||||||||||||||||||||
Fixed Assets | |||||||||||||||||||||||||||||||||||
Fixed assets are stated at cost. Depreciation and amortization is computed on the straight-line method over the estimated useful lives of the related assets. The depreciable life of leasehold improvements is the shorter of the lease term or the useful life. Upon asset retirement or other disposition, the fixed asset cost and the related accumulated depreciation and amortization are removed from the accounts, and any gain or loss is included in the consolidated statements of operations. Amounts incurred for repairs and maintenance are expensed as incurred. | |||||||||||||||||||||||||||||||||||
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 the liabilities assumed, with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or the liabilities assumed, whichever comes first, any subsequent adjustments are reflected in our results of operations. | |||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||||||||||||||||||||
Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess 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 equal to the excess would be recorded. | |||||||||||||||||||||||||||||||||||
The determination of fair value of our reporting units is based on a combination of a market approach that considers benchmark company market multiples and an income approach that uses discounted cash flows for each reporting unit utilizing Level 3 inputs. Under the income approach, we determine fair value based on the present value of the most recent income projections for each reporting unit and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on sales to new and existing clients, new product introductions, client behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions based on our historical experience, our expectations of future performance, and the expected economic environment. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. We also consider our market capitalization in assessing the reasonableness of the fair values estimated for our reporting units as part of our goodwill impairment testing. | |||||||||||||||||||||||||||||||||||
Accounting guidance also requires that definite-lived intangible assets 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 estimated useful lives of those assets. If the 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. | |||||||||||||||||||||||||||||||||||
Long-Lived Assets and Long-Lived Assets to Be Disposed Of | ' | ||||||||||||||||||||||||||||||||||
Long-Lived Assets and Long-Lived Assets to Be Disposed Of | |||||||||||||||||||||||||||||||||||
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||||||||||||||||||||||||||
Software Development Costs | ' | ||||||||||||||||||||||||||||||||||
Software Development Costs | |||||||||||||||||||||||||||||||||||
We capitalize purchased software that is ready for service and software development costs incurred from the time technological feasibility of the software is established until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We estimate the useful life of our capitalized software and amortize its value over that estimated life. If the actual useful life is shorter than our estimated useful life, we will amortize the remaining book value over the remaining useful life or the asset may be deemed to be impaired and, accordingly, a write-down of the value of the asset may be required. Upon the availability for general release, we commence amortization of the capitalized software costs on a product by product basis. Amortization of capitalized software is recorded using the greater of (i) the ratio of current revenues to total and anticipated future revenues for the applicable product or (ii) the straight-line method over the remaining estimated economic life, which is estimated to be three to five years. | |||||||||||||||||||||||||||||||||||
At each balance sheet date, the unamortized capitalized costs of a software product are compared with the net realizable value of that product. The net realizable value is the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product, including the costs of performing maintenance and client support required to satisfy our responsibility set forth at the time of sale. The amount by which the unamortized capitalized costs of a software product exceed the net realizable value of that asset is written off. If we determine in the future that the value of the capitalized software could not be recovered, a write-down of the value of the capitalized software to its recoverable value may be required. | |||||||||||||||||||||||||||||||||||
The unamortized balances of capitalized software were as follows: | |||||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||||||||||||||||||||||||
Software development costs | $170,486 | $156,703 | |||||||||||||||||||||||||||||||||
Less: accumulated amortization | (82,242 | ) | (61,124 | ) | |||||||||||||||||||||||||||||||
Software development costs, net | $88,244 | $95,579 | |||||||||||||||||||||||||||||||||
Capitalized software development costs, write-offs and amortization of capitalized software development costs included in system sales cost of revenue and impairments were as follows: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Capitalized software development costs | $42,026 | $42,965 | $60,748 | ||||||||||||||||||||||||||||||||
Write-offs of capitalized software development costs | $5,234 | $8,699 | $0 | ||||||||||||||||||||||||||||||||
Amortization of capitalized software development costs | $44,127 | $37,065 | $23,669 | ||||||||||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||||
We account for income taxes using the liability method, which requires the recognition of deferred tax assets or liabilities for the tax-effected temporary differences between the financial reporting and tax bases of our assets and liabilities and for net operating loss and tax credit carryforwards. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience, expectations of future taxable income, the ability to carryback losses and other relevant factors. | |||||||||||||||||||||||||||||||||||
In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. | |||||||||||||||||||||||||||||||||||
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes may be required. If we ultimately determine that payment of these amounts is unnecessary, then we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained if challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period may be materially affected. An unfavorable tax settlement would require cash payments and may result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. We report interest and penalties related to uncertain income tax positions in the income tax benefit (provision) line of our consolidated statements of operations. | |||||||||||||||||||||||||||||||||||
We file income tax returns in the U.S. federal jurisdiction, numerous states and multiple international countries. | |||||||||||||||||||||||||||||||||||
(Loss) Earnings Per Share | ' | ||||||||||||||||||||||||||||||||||
(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: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands, except per share amounts) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Basic (Loss) Earnings per Common Share: | |||||||||||||||||||||||||||||||||||
Net (loss) income | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Net (loss) income available to common stockholders | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 | ||||||||||||||||||||||||||||||||
Basic (Loss) Earnings per Common Share | ($0.59 | ) | ($0.01 | ) | $0.39 | ||||||||||||||||||||||||||||||
Diluted (Loss) Earnings per Common Share: | |||||||||||||||||||||||||||||||||||
Net (loss) income | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Net (loss) income available to common stockholders | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 | ||||||||||||||||||||||||||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 1,786 | ||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding assuming dilution | 177,026 | 178,699 | 191,040 | ||||||||||||||||||||||||||||||||
Diluted (Loss) Earnings per Common Share | ($0.59 | ) | ($0.01 | ) | $0.39 | ||||||||||||||||||||||||||||||
As a result of our net loss available to common stockholders for the years ended December 31, 2013 and 2012, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for each of these years, since the inclusion of any stock equivalents would be anti-dilutive. | |||||||||||||||||||||||||||||||||||
The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted (loss) earnings per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation will be anti-dilutive: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 14,926 | 2,878 | 1,203 | ||||||||||||||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
We account for stock-based compensation in accordance with GAAP, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employee directors based on their estimated fair value. 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. We measure the fair value of share-based awards classified as liabilities at each reporting date. That fair value is remeasured each reporting period and the pro-rata vested portion of the award is recognized as a liability. The net proceeds from stock-based compensation activities are reflected as a financing activity within the accompanying consolidated statements of cash flows. We settle employee stock option exercises and stock awards with newly issued common shares. | |||||||||||||||||||||||||||||||||||
Employee Benefit Plans | ' | ||||||||||||||||||||||||||||||||||
Employee Benefit Plans | |||||||||||||||||||||||||||||||||||
We provide employees with defined contribution savings plans. We recognize expense for our contributions to the savings plans at the time employees make contributions to the plans and we contributed the following amounts to these plans: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Company contributions to employee benefit plans | $15,276 | $13,776 | $11,182 | ||||||||||||||||||||||||||||||||
Foreign Currency | ' | ||||||||||||||||||||||||||||||||||
Foreign Currency | |||||||||||||||||||||||||||||||||||
The determination of the functional currency is made based on the appropriate economic and management indicators. Our foreign subsidiaries use the local currency of their respective countries as the functional currency, with the exception of our subsidiaries in India and Israel which use the U.S. dollar as a functional currency. The assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars at the exchange rates in effect at the consolidated balance sheet date, while revenues and expenses are translated at the average rates of exchange during the year. Translation gains and losses are not included in determining net income or loss but are included as a separate component of accumulated other comprehensive (loss) income. Gains and losses resulting from foreign currency transactions are included in determining net income or loss and have not been material in any years presented in the accompanying consolidated statements of operations. We have not entered into any foreign currency hedging contracts during the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||||||||||||||||||||||
Concentrations of Credit Risk | ' | ||||||||||||||||||||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||||||||||||||||
Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, marketable securities and trade receivables. We primarily maintain our cash balances with one major commercial bank domestically and several commercial banks internationally. Our cash equivalents and marketable securities are comprised of interest-bearing, investment-grade securities. | |||||||||||||||||||||||||||||||||||
We sell our products and services to healthcare providers. Credit risk with respect to trade receivables is generally diversified due to the large number of clients and their geographic dispersion. To reduce credit risk, we perform ongoing credit evaluations of significant clients and their payment histories. In general, we do not require collateral from our clients, but we do enter into advance deposit, if appropriate. | |||||||||||||||||||||||||||||||||||
The majority of revenue is derived from clients located in the United States. The majority of long-lived assets are located in the United States. No single client accounted for more than 10% of our revenue in the years ended December 31, 2013, 2012 and 2011. No client represented more than 10% of accounts receivable as of December 31, 2013 or 2012. | |||||||||||||||||||||||||||||||||||
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. We expect the adoption of this guidance effective January 1, 2014 to result in the reclassification for presentation purposes only of approximately $2 million from other liabilities to deferred tax assets. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Reimbursements for Out-of-Pocket Expenses Incurred as Professional Services Revenue | ' | ||||||||||||||||||||||||||||||||||
We record reimbursements for out-of-pocket expenses incurred as professional services revenue in our consolidated statements of operations. These amounts totaled: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Reimbursements for out-of-pocket expenses incurred as professional services revenue | $18,445 | $22,656 | $20,788 | ||||||||||||||||||||||||||||||||
Revenue Earned on Contracts in Excess of Billings Included in Accounts Receivable and Other Assets | ' | ||||||||||||||||||||||||||||||||||
The following table summarizes revenue earned on contracts in excess of billings, both the current and non-current portions, which is included in the balance of accounts receivable and other assets, respectively. Billings are expected to occur according to the contract terms. | |||||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||||||||||||||||||||||||
Revenue earned on contracts in excess of billings | |||||||||||||||||||||||||||||||||||
Unbilled revenue (current) | $37,271 | $53,988 | |||||||||||||||||||||||||||||||||
Unbilled revenue (long-term) | 1,294 | 2,301 | |||||||||||||||||||||||||||||||||
Total revenue earned on contracts in excess of billings | $38,565 | $56,289 | |||||||||||||||||||||||||||||||||
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 | December 31, 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 | $3,634 | $0 | $0 | $3,634 | $14,653 | $0 | $0 | $14,653 | ||||||||||||||||||||||||||
Marketable securities | Long-term marketable securities | 0 | 1,329 | 0 | 1,329 | 0 | 1,706 | 0 | 1,706 | ||||||||||||||||||||||||||
1.25% Call Option | Other assets | 0 | 0 | 104,656 | 104,656 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Cash conversion | Other liabilities | 0 | 0 | (105,637 | ) | (105,637 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Interest rate swap | Other liabilities | 0 | (458 | ) | 0 | (458 | ) | 0 | (1,534 | ) | 0 | (1,534 | ) | ||||||||||||||||||||||
Total | $3,634 | $871 | ($981 | ) | $3,524 | $14,653 | $172 | $0 | $14,825 | ||||||||||||||||||||||||||
Unamortized Balances of Capitalized Software | ' | ||||||||||||||||||||||||||||||||||
The unamortized balances of capitalized software were as follows: | |||||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||||||||||||||||||||||||
Software development costs | $170,486 | $156,703 | |||||||||||||||||||||||||||||||||
Less: accumulated amortization | (82,242 | ) | (61,124 | ) | |||||||||||||||||||||||||||||||
Software development costs, net | $88,244 | $95,579 | |||||||||||||||||||||||||||||||||
Capitalized Software Development Costs, Write Offs and Amortization of Capitalized Software Development Costs Included in System Sales Cost of Revenue | ' | ||||||||||||||||||||||||||||||||||
Capitalized software development costs, write-offs and amortization of capitalized software development costs included in system sales cost of revenue and impairments were as follows: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Capitalized software development costs | $42,026 | $42,965 | $60,748 | ||||||||||||||||||||||||||||||||
Write-offs of capitalized software development costs | $5,234 | $8,699 | $0 | ||||||||||||||||||||||||||||||||
Amortization of capitalized software development costs | $44,127 | $37,065 | $23,669 | ||||||||||||||||||||||||||||||||
Calculations of (Loss) Earnings Per Share | ' | ||||||||||||||||||||||||||||||||||
The calculations of (loss) earnings per share are as follows: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands, except per share amounts) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Basic (Loss) Earnings per Common Share: | |||||||||||||||||||||||||||||||||||
Net (loss) income | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Net (loss) income available to common stockholders | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 | ||||||||||||||||||||||||||||||||
Basic (Loss) Earnings per Common Share | ($0.59 | ) | ($0.01 | ) | $0.39 | ||||||||||||||||||||||||||||||
Diluted (Loss) Earnings per Common Share: | |||||||||||||||||||||||||||||||||||
Net (loss) income | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Net (loss) income available to common stockholders | ($104,026 | ) | ($1,153 | ) | $73,609 | ||||||||||||||||||||||||||||||
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 | ||||||||||||||||||||||||||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 1,786 | ||||||||||||||||||||||||||||||||
Weighted-average common shares outstanding assuming dilution | 177,026 | 178,699 | 191,040 | ||||||||||||||||||||||||||||||||
Diluted (Loss) Earnings per Common Share | ($0.59 | ) | ($0.01 | ) | $0.39 | ||||||||||||||||||||||||||||||
Anti-Dilutive Stock Options and Share Awards Excluded from Computation of Diluted 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 will be anti-dilutive: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 14,926 | 2,878 | 1,203 | ||||||||||||||||||||||||||||||||
Company Contributions to Employee Benefit Plan | ' | ||||||||||||||||||||||||||||||||||
We recognize expense for our contributions to the savings plans at the time employees make contributions to the plans and we contributed the following amounts to these plans: | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Company contributions to employee benefit plans | $15,276 | $13,776 | $11,182 |
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 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 December 31, 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 useful lives and consist of the following amounts for each class of acquired intangible asset: | |||||||||
(Dollar amounts in thousands) | Useful Life | ||||||||
Description | in Years | Fair Value | |||||||
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 year ended December 31, 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: | |||||||||
Year Ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | |||||||
(Unaudited) | (Unaudited) | ||||||||
Actual from dbMotion since acquisition date of March 4, 2013: | |||||||||
Revenue | $18,609 | $0 | |||||||
Net loss | ($16,272 | ) | $0 | ||||||
Supplemental pro forma data for combined entity: | |||||||||
Revenue | $1,378,267 | $1,448,316 | |||||||
Net loss | ($105,119 | ) | ($35,158 | ) | |||||
Net loss per share, basic and diluted | ($0.59 | ) | ($0.19 | ) |
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||
Fixed Assets | ' | ||||||||||||
Fixed assets consist of the following: | |||||||||||||
(Dollar amounts in thousands) | Estimated Useful Life | December 31, | December 31, | ||||||||||
2013 | 2012 | ||||||||||||
Computer equipment and software | 3 to 10 years | $287,063 | $227,092 | ||||||||||
Facility furniture, fixtures and equipment | 5 to 7 years | 24,700 | 22,779 | ||||||||||
Leasehold improvements | 7 to 8 years, or life of lease if shorter | 30,816 | 24,472 | ||||||||||
Assets under capital lease | 3 to 5 years | 9,419 | 9,419 | ||||||||||
351,998 | 283,762 | ||||||||||||
Less: accumulated depreciation and amortization | (177,985 | ) | (128,268 | ) | |||||||||
Fixed assets, net | $174,013 | $155,494 | |||||||||||
Depreciation and Amortization Expense | ' | ||||||||||||
Fixed assets depreciation and amortization expense were as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Fixed assets depreciation and amortization expense | $52,545 | $43,126 | $35,794 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||
Goodwill and intangible assets consist of the following: | |||||||||||||||||||||||||
December 31, 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 | ($231,634 | ) | $214,326 | $361,660 | ($197,383 | ) | $164,277 | |||||||||||||||||
Customer contracts and relationships | 542,205 | (352,560 | ) | 189,645 | 534,355 | (323,646 | ) | 210,709 | |||||||||||||||||
Total | $988,165 | ($584,194 | ) | $403,971 | $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 year ended December 31, 2013 were as follows: | |||||||||||||||||||||||||
(In thousands) | Clinical and | Population | Managed | Total | |||||||||||||||||||||
Financial Solutions | Health | Services | |||||||||||||||||||||||
Balance as of December 31, 2012 | $629,195 | $271,569 | $138,600 | $1,039,364 | |||||||||||||||||||||
Additions arising from business acquisitions: | |||||||||||||||||||||||||
dbMotion | 0 | 136,631 | 0 | 136,631 | |||||||||||||||||||||
Jardogs | 0 | 17,016 | 0 | 17,016 | |||||||||||||||||||||
Total additions to goodwill | 0 | 153,647 | 0 | 153,647 | |||||||||||||||||||||
Impairment of goodwill | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Other adjustments to goodwill | (3,426 | ) | 0 | 0 | (3,426 | ) | |||||||||||||||||||
Balance as of December 31, 2013 | $625,769 | $425,216 | $138,600 | $1,189,585 | |||||||||||||||||||||
Amortization Expense Related to Intangible Assets | ' | ||||||||||||||||||||||||
Intangible assets are being amortized over their estimated useful lives and amortization expense related to intangible assets was as follows: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||
Proprietary technology amortization included in cost of revenue, system sales | $33,970 | $27,226 | $27,478 | ||||||||||||||||||||||
Intangible amortization included in operating expenses | 31,253 | 35,635 | 37,344 | ||||||||||||||||||||||
Total intangible amortization expense | $65,223 | $62,861 | $64,822 | ||||||||||||||||||||||
Estimated Future Amortization Expense for Intangible Assets | ' | ||||||||||||||||||||||||
Estimated future amortization expense for the intangible assets that exist as of December 31, 2013 is as follows: | |||||||||||||||||||||||||
(Dollar amounts in thousands) | Year Ended | ||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | $62,981 | ||||||||||||||||||||||||
2015 | 56,698 | ||||||||||||||||||||||||
2016 | 44,314 | ||||||||||||||||||||||||
2017 | 39,317 | ||||||||||||||||||||||||
2018 | 32,657 | ||||||||||||||||||||||||
Thereafter | 168,004 | ||||||||||||||||||||||||
Total | $403,971 | ||||||||||||||||||||||||
Asset_Impairment_Charges_Table
Asset Impairment Charges (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Asset Impairment Charges | ' | ||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Asset impairment charges | $11,454 | $11,101 | $0 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
(In thousands) | December 31, | December 31, | |||||||
2013 | 2012 | ||||||||
Royalties, certain third party product costs and licenses | $30,997 | $31,795 | |||||||
Other | 65,502 | 61,305 | |||||||
Total accrued expenses | $96,499 | $93,100 |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Debt Outstanding Excluding Capital Lease Obligations | ' | ||||||||||||||||||||||||||||
Debt outstanding, excluding capital lease obligations, consisted of the following: | |||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||
(In thousands) | Principal | Unamortized | Net Carrying | Principal | Unamortized | Net Carrying | |||||||||||||||||||||||
Balance | Discount | Amount | Balance | Discount | Amount | ||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $345,000 | $77,529 | $267,471 | $0 | $0 | $0 | |||||||||||||||||||||||
Senior Secured Credit Facilities (long-term portion) | 280,000 | 2,338 | 277,662 | 362,697 | 0 | 362,697 | |||||||||||||||||||||||
Senior Secured Credit Facilities (current portion) | 16,875 | 982 | 15,893 | 78,770 | 0 | 78,770 | |||||||||||||||||||||||
Total debt | $641,875 | $80,849 | $561,026 | $441,467 | $0 | $441,467 | |||||||||||||||||||||||
Interest Expense | ' | ||||||||||||||||||||||||||||
Interest expense consisted of the following: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||
Interest expense | $14,703 | $11,121 | $13,546 | ||||||||||||||||||||||||||
Amortizaton of discounts | 5,784 | 0 | 0 | ||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 3,667 | 5,066 | 5,264 | ||||||||||||||||||||||||||
Write off of unamortized deferred debt issuance costs | 3,901 | 0 | 1,940 | ||||||||||||||||||||||||||
Total interest expense | $28,055 | $16,187 | $20,750 | ||||||||||||||||||||||||||
Interest Expense on Convertible Senior Notes | ' | ||||||||||||||||||||||||||||
Interest expense related to the 1.25% Notes was comprised of the following: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||
Coupon interest at 1.25% | $2,312 | $0 | $0 | ||||||||||||||||||||||||||
Amortizaton of original issuance discount | 5,271 | 0 | 0 | ||||||||||||||||||||||||||
Amortizaton of debt issuance costs | 639 | 0 | 0 | ||||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $8,222 | $0 | $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 the Senior Secured Credit Facility as of December 31, 2013: | |||||||||||||||||||||||||||||
(Dollar amounts in thousands) | Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||||
1.25% Cash Convertible Senior Notes(1) | $345,000 | $0 | $0 | $0 | $0 | $0 | $345,000 | ||||||||||||||||||||||
Senior Secured Term Loan | 219,375 | 16,875 | 28,125 | 39,375 | 50,625 | 84,375 | 0 | ||||||||||||||||||||||
Senior Secured Revolving Facility | 77,500 | 0 | 0 | 0 | 0 | 77,500 | 0 | ||||||||||||||||||||||
$641,875 | $16,875 | $28,125 | $39,375 | $50,625 | $161,875 | $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) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Geographic Breakdown of (Loss) Income Before Benefit (Provision) for Income Taxes | ' | ||||||||||||
The following is a geographic breakdown of (loss) income before the benefit (provision) for income taxes: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
United States | ($137,468 | ) | ($36,933 | ) | $106,348 | ||||||||
Foreign | (10,878 | ) | 19,473 | 11,131 | |||||||||
Total (loss) income before income taxes | ($148,346 | ) | ($17,460 | ) | $117,479 | ||||||||
Components of Benefit (Provision) for Income Taxes | ' | ||||||||||||
The following is a summary of the components of the benefit (provision) for income taxes: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Current tax provision | |||||||||||||
Federal | ($448 | ) | $1,610 | $2,827 | |||||||||
State | 1,421 | 3,793 | 4,685 | ||||||||||
Foreign | 45 | 5,184 | 2,483 | ||||||||||
1,018 | 10,587 | 9,995 | |||||||||||
Deferred tax provision | |||||||||||||
Federal | (43,542 | ) | (24,196 | ) | 36,637 | ||||||||
State | (7,929 | ) | (2,473 | ) | (2,391 | ) | |||||||
Foreign | 6,133 | (225 | ) | (371 | ) | ||||||||
(45,338 | ) | (26,894 | ) | 33,875 | |||||||||
Income tax (benefit) provision | ($44,320 | ) | ($16,307 | ) | $43,870 | ||||||||
Taxes Computed at Statutory Federal Income Tax Rate Reconciled to Provision for Income Taxes | ' | ||||||||||||
Taxes computed at the statutory federal income tax rate of 35% are reconciled to the provision for income taxes as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
United States federal tax at statutory rate | 35 | % | 35 | % | 35 | % | |||||||
Items affecting federal income tax rate | |||||||||||||
Non-deductible acquisition and reorganization expenses | (0.2 | %) | 0 | % | 0 | % | |||||||
Research credits | 5 | % | 14.5 | % | (2.7 | %) | |||||||
Change in unrecognized tax benefits | (1.1 | %) | (6.6 | %) | 1.8 | % | |||||||
State income taxes, net of federal benefit | 3.3 | % | 5.8 | % | 4.6 | % | |||||||
Compensation | (0.6 | %) | (3.9 | %) | 1.4 | % | |||||||
Meals and entertainment | (0.7 | %) | (6.1 | %) | 0.9 | % | |||||||
Impact of foreign operations | (1.1 | %) | 10.7 | % | (1.6 | %) | |||||||
Federal, state and local rate changes | 0.7 | % | (11.3 | %) | (3.2 | %) | |||||||
Change in unrecognized tax benefit, Coniston | 0 | % | 91.4 | % | 0 | % | |||||||
Indemnification asset settlement, Coniston | 0 | % | (28.2 | %) | 0 | % | |||||||
Change in unrecognized tax benefits, Bilateral Advance Pricing Agreement | 3 | % | 0 | % | 0 | % | |||||||
Bilateral Advance Pricing Agreement impact | (3.2 | %) | 0 | % | 0 | % | |||||||
Non-deductible items | (0.1 | %) | (0.5 | %) | 0.2 | % | |||||||
Valuation allowance | (9.2 | %) | (4.0 | %) | 0 | % | |||||||
True-up of capitalized software deferred tax | 0 | % | (2.3 | %) | 0 | % | |||||||
Other | (0.9 | %) | (1.1 | %) | 0.9 | % | |||||||
Effective rate | 29.9 | % | 93.4 | % | 37.3 | % | |||||||
Components of Deferred Tax Assets and Liabilities | ' | ||||||||||||
Significant components of our deferred tax assets and liabilities consist of the following: | |||||||||||||
(In thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Accruals and reserves, net | $28,210 | $16,925 | |||||||||||
Allowance for doubtful accounts | 21,242 | 14,931 | |||||||||||
Stock-based compensation, net | 7,498 | 7,309 | |||||||||||
Deferred compensation | 0 | 151 | |||||||||||
Deferred revenue | 12,636 | 6,205 | |||||||||||
Net operating loss carryforwards | 90,964 | 63,256 | |||||||||||
Research and development tax credit | 21,580 | 15,573 | |||||||||||
AMT credits | 5,250 | 7,532 | |||||||||||
Other | 4,962 | 10,330 | |||||||||||
Less: Valuation Allowance | (14,241 | ) | (832 | ) | |||||||||
Total deferred tax assets | 178,101 | 141,380 | |||||||||||
Deferred tax liabilities | |||||||||||||
Prepaid expense | (11,395 | ) | (16,664 | ) | |||||||||
Property and equipment, net | (852 | ) | (1,344 | ) | |||||||||
Acquired intangibles, net | (182,719 | ) | (185,257 | ) | |||||||||
Total deferred tax liabilities | (194,966 | ) | (203,265 | ) | |||||||||
Net deferred tax liabilities | ($16,865 | ) | ($61,885 | ) | |||||||||
Deferred Tax Assets (Liabilities) Classified in Consolidated Balance Sheets | ' | ||||||||||||
The deferred tax assets (liabilities) are classified in the consolidated balance sheets as follows: | |||||||||||||
(In thousands) | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Current deferred tax assets, net | $55,468 | $56,499 | |||||||||||
Non-current deferred tax assets, net | 7,361 | 7,529 | |||||||||||
Non-current deferred tax liabilities, net | (79,694 | ) | (125,913 | ) | |||||||||
Non-current deferred tax assets (liabilities), net | (72,333 | ) | (118,384 | ) | |||||||||
Net deferred tax liabilities | ($16,865 | ) | ($61,885 | ) | |||||||||
Reconciliation of Unrecognized Tax Benefits | ' | ||||||||||||
The following table reconciles unrecognized tax benefits: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Beginning balance at January 1 | $18,140 | $43,284 | $42,840 | ||||||||||
Increases for tax positions related to the current year | 1,517 | 46 | 719 | ||||||||||
Decreases for tax positions related to prior years | (23 | ) | (13,944 | ) | 0 | ||||||||
Increases for tax positions related to prior years | 3,238 | 656 | 282 | ||||||||||
Decreases relating to settlements with taxing authorities | (4,099 | ) | (11,925 | ) | 0 | ||||||||
Foreign currency translation | (394 | ) | 97 | (215 | ) | ||||||||
Reductions due to lapsed statute of limitations | (96 | ) | (74 | ) | (342 | ) | |||||||
Ending balance at December 31 | $18,283 | $18,140 | $43,284 | ||||||||||
Recognized Interest and Penalties Related to Uncertain Tax Positions | ' | ||||||||||||
We recognized interest and penalties related to uncertain tax positions in our consolidated statements of operations as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Interest and penalties included in the provision for income taxes | ($188 | ) | ($2,539 | ) | $1,174 | ||||||||
Amount of Interest and Penalties Included in Consolidated Balance Sheets | ' | ||||||||||||
The amount of interest and penalties included in our consolidated balance sheets is as follows: | |||||||||||||
December 31, | December 31, | ||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||
Interest and penalties included in the liability for uncertain income taxes | $2,011 | $2,199 | |||||||||||
Stock_Award_Plans_Tables
Stock Award Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-Based Compensation Expense | ' | ||||||||||||||||
We recorded stock-based compensation expense as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||
Total stock-based compensation expense | $37,010 | $39,126 | $40,752 | ||||||||||||||
Stock Options Outstanding | ' | ||||||||||||||||
The following table summarizes the status of stock options outstanding and the changes during the periods presented: | |||||||||||||||||
(In thousands, except per share amounts) | Options | Weighted-Average | Options | Weighted-Average | |||||||||||||
Outstanding | Exercise Price | Exercisable | Exercise Price | ||||||||||||||
Balance at December 31, 2010 | 7,675 | $10.46 | 6,434 | $9.80 | |||||||||||||
Options exercised | (3,469 | ) | $10.21 | ||||||||||||||
Options forfeited | (230 | ) | $14.49 | ||||||||||||||
Balance at December 31, 2011 | 3,976 | $10.31 | 3,499 | $9.87 | |||||||||||||
Options exercised | (1,138 | ) | $5.32 | ||||||||||||||
Options forfeited | (171 | ) | $16.62 | ||||||||||||||
Balance at December 31, 2012 | 2,667 | $12.04 | 2,548 | $11.88 | |||||||||||||
Options granted | 3,870 | $13.79 | |||||||||||||||
Options exercised | (1,442 | ) | $8.47 | ||||||||||||||
Options forfeited | (773 | ) | $14.94 | ||||||||||||||
Balance at December 31, 2013 | 4,322 | $14.28 | 1,025 | $15.52 | |||||||||||||
Weighted Average Grant Date Fair Value Information and Related Valuation Assumptions | ' | ||||||||||||||||
The following table contains the stock option weighted-average grant date fair value information and related valuation assumptions for the year ended December 31, 2013: | |||||||||||||||||
Stock options granted (in thousands) | 3,870 | ||||||||||||||||
Fair Value per option | $6.25 | ||||||||||||||||
Valuation assumptions: | |||||||||||||||||
Expected term ( in years) | 4.8 | ||||||||||||||||
Expected volatility | 54 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Risk-free interest rate | 0.9 | % | |||||||||||||||
Stock Option Activity | ' | ||||||||||||||||
The following activity occurred under our plans: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||||||
Total intrinsic value of stock options exercised | $7,500 | $7,756 | $33,016 | ||||||||||||||
Total fair value of share awards vested | $28,609 | $28,600 | $36,137 | ||||||||||||||
Stock Option Awards | ' | ||||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013: | |||||||||||||||||
(In thousands, except per share amounts) | Number of | Weighted-Average | Number of | Weighted-Average | |||||||||||||
Range of Exercise Prices | Options | Exercise Price | Options | Exercise Price | |||||||||||||
Outstanding | Exercisable | ||||||||||||||||
$3.72 to $12.32 | 233,817 | $8.01 | 233,817 | $8.01 | |||||||||||||
$12.50 to $14.01 | 3,072,316 | $13.76 | 35,662 | $13.08 | |||||||||||||
$14.20 to $16.78 | 535,481 | $15.92 | 284,130 | $16.62 | |||||||||||||
$16.80 to $18.45 | 199,887 | $17.96 | 191,087 | $18.01 | |||||||||||||
$18.58 to $20.94 | 280,013 | $19.12 | 280,013 | $19.12 | |||||||||||||
4,321,514 | 1,024,709 | ||||||||||||||||
Service-Based Share Awards [Member] | ' | ||||||||||||||||
Activity for Restricted Stock Awards | ' | ||||||||||||||||
The following table summarizes the activity for restricted stock units during the periods presented: | |||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | |||||||||||||||
Grant Date Fair Value | |||||||||||||||||
Unvested restricted stock units at December 31, 2010 | 3,663 | $14.35 | |||||||||||||||
Awarded | 2,247 | $20.53 | |||||||||||||||
Vested | (1,237 | ) | $13.08 | ||||||||||||||
Forfeited | (491 | ) | $16.03 | ||||||||||||||
Unvested restricted stock units at December 31, 2011 | 4,182 | $17.83 | |||||||||||||||
Awarded | 5,574 | $11.78 | |||||||||||||||
Vested | (1,898 | ) | $16.11 | ||||||||||||||
Forfeited | (1,130 | ) | $17.16 | ||||||||||||||
Unvested restricted stock units at December 31, 2012 | 6,728 | $13.43 | |||||||||||||||
Awarded | 2,511 | $15.06 | |||||||||||||||
Vested | (2,023 | ) | $13.77 | ||||||||||||||
Forfeited | (1,482 | ) | $13.74 | ||||||||||||||
Unvested restricted stock units at December 31, 2013 | 5,734 | $13.94 | |||||||||||||||
Performance-Based Share Awards [Member] | ' | ||||||||||||||||
Activity for Restricted Stock Awards | ' | ||||||||||||||||
The following table summarizes the activity for restricted stock awards during the periods presented: | |||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | |||||||||||||||
Grant Date Fair Value | |||||||||||||||||
Unvested restricted stock awards at December 31, 2010 | 1,168 | $17.20 | |||||||||||||||
Vested | (622 | ) | $16.39 | ||||||||||||||
Forfeited | (135 | ) | $16.77 | ||||||||||||||
Unvested restricted stock awards at December 31, 2011 | 411 | $16.95 | |||||||||||||||
Vested | (254 | ) | $16.27 | ||||||||||||||
Forfeited | (137 | ) | $16.72 | ||||||||||||||
Unvested restricted stock awards at December 31, 2012 | 20 | $15.94 | |||||||||||||||
Vested | (17 | ) | $15.92 | ||||||||||||||
Forfeited | (3 | ) | $16.05 | ||||||||||||||
Unvested restricted stock awards at December 31, 2013 | 0 | $0.00 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Components of Accumulated Other Comprehensive Income | ' | ||||||||
The following table summarizes, as of each balance sheet date, the components of our accumulated other comprehensive income: | |||||||||
(In thousands) | December 31, | December 31, | |||||||
2013 | 2012 | ||||||||
Unrealized gain on marketable securities | $203 | $192 | |||||||
Tax effect | (79 | ) | (74 | ) | |||||
Unrealized gain on marketable securities, net of tax | 124 | 118 | |||||||
Unrealized loss on interest rate swap | (458 | ) | (1,534 | ) | |||||
Tax effect | 179 | 600 | |||||||
Unrealized loss on interest rate swap, net of tax | (279 | ) | (934 | ) | |||||
Foreign currency translation adjustment | (1,590 | ) | 892 | ||||||
Total accumulated other comprehensive (loss) income | ($1,745 | ) | $76 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 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: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Effective Portion | |||||||||||||
Current period increase (decerase) in fair value recognized in OCI | $1,076 | $220 | ($3,757 | ) | |||||||||
Tax effect | (421 | ) | (87 | ) | 1,463 | ||||||||
Net | $655 | $133 | ($2,294 | ) | |||||||||
Loss reclassified from OCI to interest expense | $1,215 | $1,783 | $2,024 | ||||||||||
Amount excluded from Effectiveness Assessment and Ineffective Portion | |||||||||||||
Gain (loss) recognized in other income (expense) | $0 | $0 | $0 |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||
Rent Expense | ' | ||||||||||||
Total rent expense was as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Rent expense | $17,062 | $18,543 | $20,377 | ||||||||||
Future Commitments under Capital and Operating Leases | ' | ||||||||||||
The long-term portion of capital lease obligations is included on the consolidated balance sheet under other liabilities. Our future commitments under capital and operating leases are as follows: | |||||||||||||
(Dollar amounts in thousands) | Capital | Operating | |||||||||||
Leases | Leases | ||||||||||||
2014 | $509 | $16,022 | |||||||||||
2015 | 244 | 14,906 | |||||||||||
2016 | 57 | 13,787 | |||||||||||
2017 | 0 | 8,615 | |||||||||||
2018 | 0 | 5,015 | |||||||||||
Thereafter | 0 | 5,239 | |||||||||||
810 | $63,584 | ||||||||||||
Less amount representing interest | (69 | ) | |||||||||||
741 | |||||||||||||
Current maturities of capital lease obligations | 457 | ||||||||||||
Capital lease obligations, net of current maturities | $284 | ||||||||||||
Business_Segments_Tables
Business Segments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | ' | ||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Revenue: | |||||||||||||
Clinical and Financial Solutions | $871,819 | $947,011 | $949,248 | ||||||||||
Population Health | 257,738 | 244,153 | 237,001 | ||||||||||
Managed Services | 222,358 | 231,869 | 212,278 | ||||||||||
Unallocated Amounts | 21,146 | 23,292 | 45,550 | ||||||||||
Total revenue | $1,373,061 | $1,446,325 | $1,444,077 | ||||||||||
Gross Profit: | |||||||||||||
Clinical and Financial Solutions | $407,624 | $458,930 | $501,536 | ||||||||||
Population Health | 175,591 | 157,007 | 165,834 | ||||||||||
Managed Services | 20,454 | 35,392 | 29,322 | ||||||||||
Unallocated Amounts | (69,213 | ) | (44,794 | ) | (31,127 | ) | |||||||
Total gross profit | $534,456 | $606,535 | $665,565 | ||||||||||
Income from operations: | |||||||||||||
Clinical and Financial Solutions | $166,500 | $239,712 | $319,013 | ||||||||||
Population Health | 108,733 | 101,457 | 123,560 | ||||||||||
Managed Services | 20,454 | 35,392 | 29,322 | ||||||||||
Unallocated Amounts | (423,288 | ) | (363,290 | ) | (335,351 | ) | |||||||
Total (loss) income from operations | ($127,601 | ) | $13,271 | $136,544 | |||||||||
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Cash paid (received) during the period for: | |||||||||||||
Interest | $12,997 | $11,218 | $13,630 | ||||||||||
Income taxes paid (refund), net | $7,944 | $7,040 | ($1,013 | ) |
Geographic_Information_Tables
Geographic Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Revenues by Geographic Area | ' | ||||||||||||
Our revenues by geographic area are summarized below: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
United States | $1,321,779 | $1,387,304 | $1,389,215 | ||||||||||
Canada | 24,999 | 23,909 | 27,076 | ||||||||||
Other International | 26,283 | 35,112 | 27,786 | ||||||||||
Total | $1,373,061 | $1,446,325 | $1,444,077 | ||||||||||
Long-Lived Assets by Geographic Area | ' | ||||||||||||
A summary of our long-lived assets, comprised of fixed assets by geographic area, is presented below: | |||||||||||||
December 31, | December 31, | ||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||
United States | $160,237 | $144,526 | |||||||||||
India | 9,652 | 9,182 | |||||||||||
Israel | 2,180 | 0 | |||||||||||
Canada | 1,295 | 1,553 | |||||||||||
Other international | 649 | 233 | |||||||||||
Total | $174,013 | $155,494 | |||||||||||
Commitment_with_Strategic_Part1
Commitment with Strategic Partner (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||
Expense Incurred under Acs Agreement | ' | ||||||||||||
Expenses incurred under this agreement are included in cost of revenue and were as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Expenses incurred under Xerox agreement | $62,259 | $55,987 | $28,132 |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Revenue reclassifications from deferred revenue to accounts receivable allowance | ' | ' | $7,500,000 | ' |
Reduction in accounts receivable | ' | -7,705,000 | 45,978,000 | -30,731,000 |
Reduction in deferred revenue | ' | ' | 27,400,000 | ' |
Non-marketable equity securities | ' | ' | 13,000,000 | ' |
Gain on Sale of Investments | ' | 4,700,000 | ' | ' |
Cash proceeds on sale of investments | 12,500,000 | ' | ' | ' |
Sale of investment amount held in escrow | ' | 2,000,000 | ' | ' |
Percentage of revenues | ' | 'No customers accounted for greater than 10% of revenue in the years ended December 31, 2013, 2012 and 2011. | 'No customers accounted for greater than 10% of revenue in the years ended December 31, 2013, 2012 and 2011. | 'No customers accounted for greater than 10% of revenue in the years ended December 31, 2013, 2012 and 2011. |
Percentage of accounts receivable | ' | 'No customer represented more than 10% of accounts receivable as of December 31, 2013 or 2012. | 'No customer represented more than 10% of accounts receivable as of December 31, 2013 or 2012. | ' |
Unrecognized tax benefit presented as a reduction to deferred tax asset | ' | 2,000,000 | ' | ' |
dbMotion [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Percentage of non - marketable equity securities | ' | 4.25% | ' | ' |
Carrying value of interest in dbMotion in connection with the acquisition | ' | 5,000,000 | ' | ' |
Remeasurement of interest in dbMotion in connection with acquisition | ' | 8,400,000 | ' | ' |
Business combination, remeasurement gain | ' | $3,400,000 | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Outsourcing services arrangements period | ' | '10 years | ' | ' |
Capitalized software estimated economic life | ' | '5 years | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Outsourcing services arrangements period | ' | '5 years | ' | ' |
Capitalized software estimated economic life | ' | '3 years | ' | ' |
Eclipsys [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Merger agreement date | ' | 24-Aug-10 | ' | ' |
Reimbursements_for_OutofPocket
Reimbursements for Out-of-Pocket Expenses Incurred as Professional Services Revenue (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounting Policies [Abstract] | ' | ' | ' |
Reimbursements for out-of-pocket expenses incurred as professional services revenue | $18,445 | $22,656 | $20,788 |
Revenue_Earned_on_Contracts_in
Revenue Earned on Contracts in Excess of Billings Included in Accounts Receivable and Other Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Unbilled revenue (current) | $37,271 | $53,988 |
Unbilled revenue (long-term) | 1,294 | 2,301 |
Total revenue earned on contracts in excess of billings | $38,565 | $56,289 |
Summary_of_Financial_Assets_an
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | $3,524 | $14,825 |
Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -458 | -1,534 |
Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 3,634 | 14,653 |
Marketable securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Long-term marketable securities | 1,329 | 1,706 |
1.25% Call Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other assets | 104,656 | 0 |
Cash Conversion [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -105,637 | 0 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | 3,634 | 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 | 3,634 | 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 [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 | 871 | 172 |
Level 2 [Member] | Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -458 | -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 | 1,329 | 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 [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 | -981 | 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 | 104,656 | 0 |
Level 3 [Member] | Cash Conversion [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | ($105,637) | $0 |
Unamortized_Balances_of_Capita
Unamortized Balances of Capitalized Software (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Software development costs | $170,486 | $156,703 |
Less: accumulated amortization | -82,242 | -61,124 |
Software development costs, net | $88,244 | $95,579 |
Capitalized_Software_Developme
Capitalized Software Development Costs, Write Offs and Amortization of Capitalized Software Development Costs Included in System Sales Cost of Revenue (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounting Policies [Abstract] | ' | ' | ' |
Capitalized software development costs | $42,026 | $42,965 | $60,748 |
Write-offs of capitalized software development costs | 5,234 | 8,699 | 0 |
Amortization of capitalized software development costs | $44,127 | $37,065 | $23,669 |
Calculations_of_Loss_Earnings_
Calculations of (Loss) Earnings Per Share (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounting Policies [Abstract] | ' | ' | ' |
Net (loss) income | ($104,026) | ($1,153) | $73,609 |
Net (loss) income available to common stockholders | -104,026 | -1,153 | 73,609 |
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 |
Basic (Loss) Earnings per Common Share | ($0.59) | ($0.01) | $0.39 |
Net (loss) income | -104,026 | -1,153 | 73,609 |
Net (loss) income available to common stockholders | ($104,026) | ($1,153) | $73,609 |
Weighted-average common shares outstanding | 177,026 | 178,699 | 189,254 |
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 1,786 |
Weighted-average common shares outstanding assuming dilution | 177,026 | 178,699 | 191,040 |
Diluted (Loss) Earnings per Common Share | ($0.59) | ($0.01) | $0.39 |
AntiDilutive_Stock_Options_Res
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted (Loss) Earnings Per Share (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' |
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 14,926 | 2,878 | 1,203 |
Company_Contributions_to_Emplo
Company Contributions to Employee Benefit Plan (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounting Policies [Abstract] | ' | ' | ' |
Company contributions to employee benefit plans | $15,276 | $13,776 | $11,182 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 04, 2013 | Dec. 31, 2013 | |
dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | Jardogs [Member] | Jardogs [Member] | ||||
Purchase Price Allocation Adjustments [Member] | Selling, general and administrative expenses [Member] | Selling, general and administrative expenses [Member] | Selling, general and administrative expenses [Member] | Selling, general and administrative expenses [Member] | Cost of revenue [Member] | Professional services [Member] | Maintenance [Member] | Purchase Price Allocation Adjustments [Member] | ||||||
Acquisition-related Costs [Member] | Acquisition-related Costs [Member] | Scenario, Forecast [Member] | ||||||||||||
Seller Transaction Costs [Member] | Employee Compensation Costs [Member] | Acquisition-related Costs [Member] | ||||||||||||
Employee Compensation Costs [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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash borrowed to settle purchase consideration | ' | ' | ' | 130,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate of Promissory Note | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of non-marketable equity securities | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | 700,000 | ' | ' | ' | ' | 7,600,000 | 500,000 | 5,900,000 | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' |
Additional employee compensation expected to be incurred in future, description | ' | ' | ' | ' | ' | 'Additional employee compensation of approximately $2.7 million related to the dbMotion acquisition is expected to be incurred during the first nine months of 2014. | ' | ' | ' | ' | ' | ' | ' | ' |
Additional employee compensation expected to be incurred in future, period | ' | ' | ' | ' | ' | '9 months | ' | ' | ' | ' | ' | ' | ' | ' |
Product consolidation activities | 11,454,000 | 11,101,000 | 0 | 6,500,000 | ' | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of software development costs and acquisition-related assets | ' | ' | ' | 7,100,000 | ' | ' | ' | ' | ' | 3,200,000 | 1,300,000 | 2,600,000 | ' | ' |
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 | ' | ' | ' | 85,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' |
Assets Acquired, deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' |
Assets Acquired, goodwill | $1,189,585,000 | $1,039,364,000 | ' | $136,631,000 | ' | ' | ' | ' | ' | ' | ' | ' | $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 $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 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 $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
dbMotion [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Common stock, shares | 263,474,000 | 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 $) | Dec. 31, 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 $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 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 $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
dbMotion [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenue | $18,609 | $0 |
Net loss | -16,272 | 0 |
Combined Entity [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenue | 1,378,267 | 1,448,316 |
Net loss | ($105,119) | ($35,158) |
Net loss per share, basic and diluted | ($0.59) | ($0.19) |
Fixed_Assets_Detail
Fixed Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Fixed assets, gross | $351,998 | $283,762 |
Less: accumulated depreciation and amortization | -177,985 | -128,268 |
Fixed assets, net | 174,013 | 155,494 |
Computer Equipment and Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Fixed assets, gross | 287,063 | 227,092 |
Computer Equipment and Software [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '3 years | ' |
Computer Equipment and Software [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '10 years | ' |
Facility Furniture, Fixtures and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Fixed assets, gross | 24,700 | 22,779 |
Facility Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '5 years | ' |
Facility Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '7 years | ' |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Fixed assets, gross | 30,816 | 24,472 |
Estimated useful life, description | '7 to 8 years, or life of lease if shorter | ' |
Leasehold Improvements [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '7 years | ' |
Leasehold Improvements [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '8 years | ' |
Assets Under Capital Lease [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Fixed assets, gross | $9,419 | $9,419 |
Assets Under Capital Lease [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '3 years | ' |
Assets Under Capital Lease [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful life (in years) | '5 years | ' |
Depreciation_and_Amortization_
Depreciation and Amortization Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property Plant And Equipment [Abstract] | ' | ' | ' |
Fixed assets depreciation and amortization expense | $52,545 | $43,126 | $35,794 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Detail) (USD $) | Dec. 31, 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 | -584,194 | -521,029 |
Intangible Assets, Net | 403,971 | 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 | -231,634 | -197,383 |
Intangible Assets, Net | 214,326 | 164,277 |
Customer Contracts and Relationships [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 542,205 | 534,355 |
Accumulated Amortization | -352,560 | -323,646 |
Intangible Assets, Net | $189,645 | $210,709 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Cash flow discount rate | 10.00% | ' | ' |
Additional goodwill recognized | $153,647,000 | ' | ' |
Increase in carrying value of goodwill | ' | 0 | ' |
Accumulated impairment losses associated with goodwill | $0 | $0 | $0 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
dbMotion [Member] | Jardogs [Member] | Jardogs [Member] | Clinical and Financial Solutions [Member] | Clinical and Financial Solutions [Member] | Clinical and Financial Solutions [Member] | Population Health [Member] | Population Health [Member] | Population Health [Member] | Managed Services [Member] | Managed Services [Member] | Managed Services [Member] | |||
dbMotion [Member] | Jardogs [Member] | dbMotion [Member] | Jardogs [Member] | dbMotion [Member] | Jardogs [Member] | |||||||||
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $1,039,364 | ' | ' | ' | ' | $629,195 | ' | ' | $271,569 | ' | ' | $138,600 | ' | ' |
Additions arising from business acquisitions | 153,647 | ' | 136,631 | 17,016 | ' | 0 | 0 | 0 | 153,647 | 136,631 | 17,016 | 0 | 0 | 0 |
Impairment of goodwill | 0 | ' | ' | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' |
Other adjustments to goodwill | -3,426 | ' | ' | ' | ' | -3,426 | ' | ' | 0 | ' | ' | 0 | ' | ' |
Goodwill, net | $1,189,585 | $1,039,364 | $136,631 | ' | $17,000 | $625,769 | ' | ' | $425,216 | ' | ' | $138,600 | ' | ' |
Amortization_Expense_Related_t
Amortization Expense Related to Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Total intangible amortization expense | $65,223 | $62,861 | $64,822 |
Proprietary Technology [Member] | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Proprietary technology amortization included in cost of revenue, system sales | 33,970 | 27,226 | 27,478 |
Other Costs [Member] | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Intangible amortization included in operating expenses | $31,253 | $35,635 | $37,344 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense for Intangible Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
2014 | $62,981 | ' |
2015 | 56,698 | ' |
2016 | 44,314 | ' |
2017 | 39,317 | ' |
2018 | 32,657 | ' |
Thereafter | 168,004 | ' |
Intangible Assets, Net | $403,971 | $374,986 |
Asset_Impairment_Charges_Addit
Asset Impairment Charges - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Asset Impairment And Lease Termination Charges [Line Items] | ' | ' | ' |
Non-cash charges recorded to earnings | $11,454 | $11,101 | $0 |
Capitalized Software Development Costs [Member] | ' | ' | ' |
Asset Impairment And Lease Termination Charges [Line Items] | ' | ' | ' |
Non-cash charges recorded to earnings | 5,000 | 11,100 | ' |
dbMotion [Member] | ' | ' | ' |
Asset Impairment And Lease Termination Charges [Line Items] | ' | ' | ' |
Non-cash charges recorded to earnings | $6,500 | ' | ' |
Asset_Impairment_Charges_Detai
Asset Impairment Charges (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Asset Impairment Charges [Abstract] | ' | ' | ' |
Asset impairment charges | $11,454 | $11,101 | $0 |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Royalties, certain third party product costs and licenses | $30,997 | $31,795 |
Other | 65,502 | 61,305 |
Total accrued expenses | $96,499 | $93,100 |
Accrued_Expenses_Additional_In
Accrued Expenses - Additional Information (Detail) | Dec. 31, 2013 |
Payables And Accruals [Abstract] | ' |
Maximum percentage accounted by individual expenses of total current liabilities | 5.00% |
Debt_Outstanding_Excluding_Cap
Debt Outstanding Excluding Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2013 | Jun. 18, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Principal Balance | $641,875 | ' | $441,467 |
Unamortized Discount | 80,849 | ' | 0 |
Net Carrying Amount | 561,026 | ' | 441,467 |
1.25% Cash Convertible Senior Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Principal Balance | 345,000 | 345,000 | 0 |
Unamortized Discount | 77,529 | ' | 0 |
Net Carrying Amount | 267,471 | ' | 0 |
Senior Secured Credit Facilities (long-term portion) [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Principal Balance | 280,000 | ' | 362,697 |
Unamortized Discount | 2,338 | ' | 0 |
Net Carrying Amount | 277,662 | ' | 362,697 |
Senior Secured Credit Facilities (current portion) [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Principal Balance | 16,875 | ' | 78,770 |
Unamortized Discount | 982 | ' | 0 |
Net Carrying Amount | $15,893 | ' | $78,770 |
Interest_Expense_Detail
Interest Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Debt Disclosure [Abstract] | ' | ' | ' |
Interest expense | $14,703 | $11,121 | $13,546 |
Amortization of discounts | 5,784 | 0 | 0 |
Amortization of debt issuance costs | 3,667 | 5,066 | 5,264 |
Write off of unamortized deferred debt issuance costs | 3,901 | 0 | 1,940 |
Total interest expense | $28,055 | $16,187 | $20,750 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 18, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
LIBOR [Member] | Letter of Credit [Member] | Line of Credit [Member] | Prior Credit Facility [Member] | Credit Agreement On Two Thousand And Thirteen [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% Warrants [Member] | Term Loan 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] | Senior Secured Revolving Facility [Member] | Amended and Restated Credit Agreement [Member] | Amended and Restated Credit Agreement [Member] | Senior Secured Term Loan [Member] | 1.25% Call Option [Member] | Senior Secured Revolving Facility And / Or Term Loan Facility [Member] | ||||
Condition One [Member] | Condition Two [Member] | Maximum [Member] | Minimum [Member] | Federal Funds Rate [Member] | LIBOR [Member] | Revolving Credit Facility Foreign Currency [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument principal amount | $641,875,000 | $441,467,000 | ' | ' | ' | ' | ' | ' | ' | $345,000,000 | $0 | ' | $345,000,000 | ' | ' | ' | ' | ' | $77,500,000 | ' | ' | ' | ' | ' | ' | $219,375,000 | ' | ' |
Proceeds from debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 305,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of outstanding prior credit facility | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 days | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible number of equity instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58.1869 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price per common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $17.19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase percentage on principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value liability of embedded cash conversion option | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, effective percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt instrument remaining discount amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, fees and aggregate cost | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | 8,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument capitalized amount | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | 8,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred charges capitalized amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | 7,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued and unpaid interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial payment of premium to the counterparties | 31,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,800,000 | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | 425,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,500,000 | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' |
Aggregate amount of additional credit facilities authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 |
Basis spread on variable rate | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400.00% | ' | ' | ' | ' | ' | ' | ' |
Secured leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issue discount, amortized to interest expense | 80,849,000 | 0 | ' | ' | ' | ' | ' | 3,800,000 | ' | 77,529,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred debt issuance cost written off with previous credit facility | 3,901,000 | 0 | 1,940,000 | ' | ' | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred costs associated with credit facility | ' | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing cost fees incurred | 3,667,000 | 5,066,000 | 5,264,000 | ' | ' | ' | ' | ' | 500,000 | 639,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding in term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 219,400,000 | ' | ' |
Letters of credit outstanding | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total interest rate | ' | ' | ' | 2.92% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized deferred debt issuance costs | 11,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, amount available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $346,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest_Expense_on_Convertibl
Interest Expense on Convertible Senior Notes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Debt Instrument [Line Items] | ' | ' | ' |
Coupon interest at 1.25% | $14,703 | $11,121 | $13,546 |
Amortization of original issuance discount | 5,784 | 0 | 0 |
Amortization of debt issuance costs | 3,667 | 5,066 | 5,264 |
Total interest expense | 28,055 | 16,187 | 20,750 |
1.25% Cash Convertible Senior Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Coupon interest at 1.25% | 2,312 | 0 | 0 |
Amortization of original issuance discount | 5,271 | 0 | 0 |
Amortization of debt issuance costs | 639 | 0 | 0 |
Total interest expense | $8,222 | $0 | $0 |
Summary_of_Future_Payments_und
Summary of Future Payments under Notes and Senior Secured Credit Facilities (Detail) (USD $) | Dec. 31, 2013 | Jun. 18, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Total | $641,875 | ' | $441,467 |
2014 | 16,875 | ' | ' |
2015 | 28,125 | ' | ' |
2016 | 39,375 | ' | ' |
2017 | 50,625 | ' | ' |
2018 | 161,875 | ' | ' |
Thereafter | 345,000 | ' | ' |
1.25% Cash Convertible Senior Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total | 345,000 | 345,000 | 0 |
2014 | 0 | ' | ' |
2015 | 0 | ' | ' |
2016 | 0 | ' | ' |
2017 | 0 | ' | ' |
2018 | 0 | ' | ' |
Thereafter | 345,000 | ' | ' |
Senior Secured Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total | 219,375 | ' | ' |
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 | 77,500 | ' | ' |
2014 | 0 | ' | ' |
2015 | 0 | ' | ' |
2016 | 0 | ' | ' |
2017 | 0 | ' | ' |
2018 | 77,500 | ' | ' |
Thereafter | $0 | ' | ' |
Summary_of_Future_Payments_und1
Summary of Future Payments under Notes and Senior Secured Credit Facilities (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
1.25% notes maturity period | 1-Jul-20 |
Geographic_Breakdown_of_Loss_I
Geographic Breakdown of (Loss) Income Before Benefit (Provision) for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
United States | ($137,468) | ($36,933) | $106,348 |
Foreign | -10,878 | 19,473 | 11,131 |
(Loss) income before income taxes | ($148,346) | ($17,460) | $117,479 |
Components_of_Benefit_Provisio
Components of Benefit (Provision) for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Current tax provision, Federal | ($448) | $1,610 | $2,827 |
Current tax provision, State | 1,421 | 3,793 | 4,685 |
Current tax provision, Foreign | 45 | 5,184 | 2,483 |
Current tax provision | 1,018 | 10,587 | 9,995 |
Deferred tax provision, Federal | -43,542 | -24,196 | 36,637 |
Deferred tax provision, State | -7,929 | -2,473 | -2,391 |
Deferred tax provision, Foreign | 6,133 | -225 | -371 |
Deferred tax provision | -45,338 | -26,894 | 33,875 |
Income tax (benefit) provision | ($44,320) | ($16,307) | $43,870 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Statutory rate | 35.00% | 35.00% | 35.00% | ' |
Net operating loss carryforwards expiry beginning period | '2020 | ' | ' | ' |
Tax holiday savings | $600,000 | $1,000,000 | $1,000,000 | ' |
Diluted earnings per share, increase | $0.01 | $0.01 | $0.01 | ' |
Accrued uncertain tax positions | ' | ' | 29,000,000 | ' |
Indemnification asset | ' | ' | 29,000,000 | ' |
Settlement with IRS for the period May 2007 through May 2010 | ' | 13,000,000 | ' | ' |
Remaining tax liability related to the Coniston Transactions, reversed and recognized as a tax benefit | ' | 16,000,000 | ' | ' |
Unrecognized Tax Benefits | 18,283,000 | 18,140,000 | 43,284,000 | 42,840,000 |
Tax credit carry forward | 13,600,000 | ' | ' | ' |
Unrecognized Tax Benefits | 17,100,000 | 18,100,000 | ' | ' |
Estimated increase in income tax benefit | 10,200,000 | 14,800,000 | ' | ' |
Unrecognized tax benefits, accrued interest and penalties | 2,011,000 | 2,199,000 | ' | ' |
Research and development tax credit | 3,600,000 | 3,900,000 | ' | ' |
Undistributed earnings indefinitely reinvested outside the United States | 37,300,000 | ' | ' | ' |
Eclipsys [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating losses subject to annual limitation on usage per year | 48,000,000 | ' | ' | ' |
INDIA [Member] | Partially Expire [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Tax holiday expiration date | '2012 | ' | ' | ' |
INDIA [Member] | Fully Expire [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Tax holiday expiration date | '2017 | ' | ' | ' |
Bilateral Advance Pricing Agreement [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Unrecognized Tax Benefits | 4,400,000 | ' | ' | ' |
Reversal Of Unrecognized Tax Benefits | 6,300,000 | ' | ' | ' |
Impact Of Unrecognized Tax | 300,000 | ' | ' | ' |
Bilateral Advance Pricing Agreement [Member] | Amended Returns[Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Unrecognized Tax Benefits | 1,600,000 | ' | ' | ' |
Federal [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 276,000,000 | 169,000,000 | ' | ' |
Federal [Member] | Allscripts [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating losses subject to annual limitation on usage per year | 62,000,000 | ' | ' | ' |
Federal [Member] | Eclipsys [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Acquired net operating losses | 265,000,000 | ' | ' | ' |
Related To Stock Compensation [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 7,000,000 | ' | ' | ' |
State [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 8,000,000 | 7,000,000 | ' | ' |
Israeli [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | $93,000,000 | ' | ' | ' |
Federal [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '1993 | ' | ' | ' |
Federal [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '2012 | ' | ' | ' |
States [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '2003 | ' | ' | ' |
States [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '2012 | ' | ' | ' |
Canadian [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '2003 | ' | ' | ' |
Canadian [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '2013 | ' | ' | ' |
Foreign Country [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '2009 | ' | ' | ' |
Foreign Country [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax examination, remaining tax years | '2013 | ' | ' | ' |
Taxes_Computed_at_Statutory_Fe
Taxes Computed at Statutory Federal Income Tax Rate Reconciled to Provision for Income Taxes (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' |
United States federal tax at statutory rate | 35.00% | 35.00% | 35.00% |
Non-deductible acquisition and reorganization expenses | -0.20% | 0.00% | 0.00% |
Research credits | 5.00% | 14.50% | -2.70% |
Change in unrecognized tax benefits | -1.10% | -6.60% | 1.80% |
State income taxes, net of federal benefit | 3.30% | 5.80% | 4.60% |
Compensation | -0.60% | -3.90% | 1.40% |
Meals and entertainment | -0.70% | -6.10% | 0.90% |
Impact of foreign operations | -1.10% | 10.70% | -1.60% |
Federal, state and local rate changes | 0.70% | -11.30% | -3.20% |
Change in unrecognized tax benefits, Bilateral Advance Pricing Agreement | 3.00% | 0.00% | 0.00% |
Bilateral Advance Pricing Agreement impact | -3.20% | 0.00% | 0.00% |
Non-deductible items | -0.10% | -0.50% | 0.20% |
Valuation allowance | -9.20% | -4.00% | 0.00% |
True-up of capitalized software deferred tax | 0.00% | -2.30% | 0.00% |
Other | -0.90% | -1.10% | 0.90% |
Effective rate | 29.90% | 93.40% | 37.30% |
Coniston [Member] | ' | ' | ' |
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | ' | ' | ' |
Change in unrecognized tax benefit | 0.00% | 91.40% | 0.00% |
Indemnification asset settlement, Coniston | 0.00% | -28.20% | 0.00% |
Components_of_Deferred_Tax_Ass
Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ' | ' |
Accruals and reserves, net | $28,210 | $16,925 |
Allowance for doubtful accounts | 21,242 | 14,931 |
Stock-based compensation, net | 7,498 | 7,309 |
Deferred compensation | 0 | 151 |
Deferred revenue | 12,636 | 6,205 |
Net operating loss carryforwards | 90,964 | 63,256 |
Research and development tax credit | 21,580 | 15,573 |
AMT credits | 5,250 | 7,532 |
Other | 4,962 | 10,330 |
Less: Valuation Allowance | -14,241 | -832 |
Total deferred tax assets | 178,101 | 141,380 |
Deferred tax liabilities | ' | ' |
Prepaid expense | -11,395 | -16,664 |
Property and equipment, net | -852 | -1,344 |
Acquired intangibles, net | -182,719 | -185,257 |
Total deferred tax liabilities | -194,966 | -203,265 |
Net deferred tax liabilities | ($16,865) | ($61,885) |
Deferred_Tax_Assets_Liabilitie
Deferred Tax Assets (Liabilities) Classified in Consolidated Balance Sheets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Current deferred tax assets, net | $55,468 | $56,499 |
Non-current deferred tax assets, net | 7,361 | 7,529 |
Non-current deferred tax liabilities, net | 79,694 | 125,913 |
Non-current deferred tax assets (liabilities), net | -72,333 | -118,384 |
Net deferred tax liabilities | ($16,865) | ($61,885) |
Reconciliation_of_Unrecognized
Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Unrecognized tax benefit, beginning balance | $18,140 | $43,284 | $42,840 |
Increases for tax positions related to the current year | 1,517 | 46 | 719 |
Decreases for tax positions related to prior years | -23 | -13,944 | 0 |
Increases for tax positions related to prior years | 3,238 | 656 | 282 |
Decreases relating to settlements with taxing authorities | -4,099 | -11,925 | 0 |
Foreign currency translation | -394 | 97 | -215 |
Reductions due to lapsed statute of limitations | -96 | -74 | -342 |
Unrecognized tax benefit, ending balance | $18,283 | $18,140 | $43,284 |
Recognized_Interest_and_Penalt
Recognized Interest and Penalties Related to Uncertain Tax Positions (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Interest and penalties included in the provision for income taxes | ($188) | ($2,539) | $1,174 |
Amount_of_Interest_and_Penalti
Amount of Interest and Penalties Included in Consolidated Balance Sheets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Interest and penalties included in the liability for uncertain income taxes | $2,011 | $2,199 |
Stock_Award_Plans_Additional_I
Stock Award Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common stock shares reserved for issuance under future share-based awards | 8,900,000 | ' | ' |
Unrecognized compensation cost | $68,700,000 | ' | ' |
Unrecognized compensation expense expected to recognized over weighted-average period, in years | '2 years 7 months 6 days | ' | ' |
Stock-based compensation expense included in provision for income taxes | 7,000,000 | ' | ' |
Shares settled for tax withholding | 693,000 | 860,000 | 660,000 |
Stock option, exercise term | '7 years | ' | ' |
Aggregate intrinsic value of stock options outstanding | 7,000,000 | ' | ' |
Aggregate intrinsic value of stock options exercisable | 1,800,000 | ' | ' |
Aggregate intrinsic value of stock options exercisable, Weighted-Average | $15.46 | ' | ' |
Weighted average remaining contractual life of options outstanding, in years | '2 years 2 months 12 days | ' | ' |
Weighted average remaining contractual life of options exercisable, in years | '2 years 2 months 12 days | ' | ' |
Payroll deductions | 20.00% | ' | ' |
Offering price percentage | 15.00% | ' | ' |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Annual fair value limit on shares purchased | 25,000 | ' | ' |
Plan Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares purchased under the ESPP | 388,000 | 288,000 | ' |
Service-based share awards include restricted stock units [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share based compensation award vesting period | '4 years | ' | ' |
Deferred share units awarded to directors [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share based compensation award vesting period | '1 year | ' | ' |
Service-Based Share Awards [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Unrecognized compensation cost | 59,400,000 | ' | ' |
Period target attainment expected to be recognized | 'December 31, 2017 | ' | ' |
Awards Granted Under Financial Performance [Member] | Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share based compensation award vesting period | '4 years | ' | ' |
Awards Granted Under Financial Performance [Member] | Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share based compensation award vesting period | '3 years | ' | ' |
Performance-Based Share Awards [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Unrecognized compensation cost | 3,300,000 | ' | ' |
Period target attainment expected to be recognized | 'February 28, 2017 | ' | ' |
Market-Based Share Awards [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Unrecognized compensation cost | $6,000,000 | ' | ' |
Share based compensation award vesting period | '3 years | ' | ' |
Period target attainment expected to be recognized | 'August 31, 2016 | ' | ' |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Total stock-based compensation expense | $37,010 | $39,126 | $40,752 |
Activity_for_Restricted_Stock_
Activity for Restricted Stock Units (Detail) (Restricted Stock Unit [Member], USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restricted Stock Unit [Member] | ' | ' | ' |
Shares | ' | ' | ' |
Shares, Unvested service-based/performance-based share awards at beginning balance | 6,728 | 4,182 | 3,663 |
Shares, Awarded | 2,511 | 5,574 | 2,247 |
Shares, Vested | -2,023 | -1,898 | -1,237 |
Shares, Forfeited | -1,482 | -1,130 | -491 |
Shares, Unvested service-based/performance-based share awards at ending balance | 5,734 | 6,728 | 4,182 |
Weighted-Average Grant Date Fair Value | ' | ' | ' |
Weighted-Average Grant Date Fair Value, Unvested Service-based/Performance-based share awards at beginning balance | $13.43 | $17.83 | $14.35 |
Weighted-Average Grant Date Fair Value, Awarded | $15.06 | $11.78 | $20.53 |
Weighted-Average Grant Date Fair Value, Vested | $13.77 | $16.11 | $13.08 |
Weighted-Average Grant Date Fair Value, Forfeited | $13.74 | $17.16 | $16.03 |
Weighted-Average Grant Date Fair Value, Unvested Service-based/Performance-based share awards at ending balance | $13.94 | $13.43 | $17.83 |
Activity_for_Restricted_Stock_1
Activity for Restricted Stock Awards (Detail) (Restricted Stock Award [Member], USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restricted Stock Award [Member] | ' | ' | ' |
Shares | ' | ' | ' |
Shares, Unvested service-based/performance-based share awards at beginning balance | 20 | 411 | 1,168 |
Shares, Vested | -17 | -254 | -622 |
Shares, Forfeited | -3 | -137 | -135 |
Shares, Unvested service-based/performance-based share awards at ending balance | 0 | 20 | 411 |
Weighted-Average Grant Date Fair Value | ' | ' | ' |
Weighted-Average Grant Date Fair Value, Unvested Service-based/Performance-based share awards at beginning balance | $15.94 | $16.95 | $17.20 |
Weighted-Average Grant Date Fair Value, Vested | $15.92 | $16.27 | $16.39 |
Weighted-Average Grant Date Fair Value, Forfeited | $16.05 | $16.72 | $16.77 |
Weighted-Average Grant Date Fair Value, Unvested Service-based/Performance-based share awards at ending balance | $0 | $15.94 | $16.95 |
Stock_Options_Outstanding_Deta
Stock Options Outstanding (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Options Outstanding | ' | ' | ' | ' |
Options Outstanding, beginning balance | 2,667,000 | 3,976,000 | 7,675,000 | ' |
Options Outstanding, options granted | 3,870,000 | ' | ' | ' |
Options Outstanding, options exercised | -1,442,000 | -1,138,000 | -3,469,000 | ' |
Options Outstanding, options forfeited | -773,000 | -171,000 | -230,000 | ' |
Options Outstanding, ending balance | 4,321,514 | 2,667,000 | 3,976,000 | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' |
Weighted-average exercise price, beginning balance | $12.04 | $10.31 | $10.46 | ' |
Weighted-average exercise price, Options granted | $13.79 | ' | ' | ' |
Weighted-average exercise price, options exercised | $8.47 | $5.32 | $10.21 | ' |
Weighted-average exercise price, options forfeited | $14.94 | $16.62 | $14.49 | ' |
Weighted-average exercise price, ending balance | $14.28 | $12.04 | $10.31 | ' |
Options Exercisable | ' | ' | ' | ' |
Options Exercisable | 1,024,709 | 2,548,000 | 3,499,000 | 6,434,000 |
Weighted-average exercise price, exercisable | $15.52 | $11.88 | $9.87 | $9.80 |
Weighted_Average_Grant_Date_Fa
Weighted Average Grant Date Fair Value Information and Related Valuation Assumptions (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Stock options granted (in thousands) | 3,870 |
Fair Value per option | $6.25 |
Expected term ( in years) | '4 years 9 months 18 days |
Expected volatility | 54.00% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 0.90% |
Stock_Option_Activity_Detail
Stock Option Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Total intrinsic value of stock options exercised | $7,500 | $7,756 | $33,016 |
Total fair value of share awards vested | $28,609 | $28,600 | $36,137 |
Stock_Option_Awards_Detail
Stock Option Awards (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
$1.33 to $5.09 [Member] | $5.13 to $12.32 [Member] | $12.50 to $15.99 [Member] | $16.73 to $18.40 [Member] | $18.45 to $20.94 [Member] | |||||
Schedule Of Stock Options [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Range of exercise prices, lower limit | ' | ' | ' | ' | $3.72 | $12.50 | $14.20 | $16.80 | $18.58 |
Range of exercise prices, upper limit | ' | ' | ' | ' | $12.32 | $14.01 | $16.78 | $18.45 | $20.94 |
Number of options Outstanding | 4,321,514 | 2,667,000 | 3,976,000 | 7,675,000 | 233,817 | 3,072,316 | 535,481 | 199,887 | 280,013 |
Weighted-average exercise price, outstanding | $14.28 | $12.04 | $10.31 | $10.46 | $8.01 | $13.76 | $15.92 | $17.96 | $19.12 |
Number of options exercisable | 1,024,709 | 2,548,000 | 3,499,000 | 6,434,000 | 233,817 | 35,662 | 284,130 | 191,087 | 280,013 |
Weighted-average exercise price, exercisable | $15.52 | $11.88 | $9.87 | $9.80 | $8.01 | $13.08 | $16.62 | $18.01 | $19.12 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2012 | Apr. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Capital Unit [Line Items] | ' | ' | ' | ' | ' |
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 | 21,000,000 | 3,000,000 |
Common stock repurchased, value | ' | ' | ' | 226,000,000 | 51,000,000 |
Common stock repurchased, Average price per share | ' | ' | ' | $10.89 | $19.45 |
Stock repurchase program, remaining amount authorized | ' | ' | 123,000,000 | ' | ' |
Proceeds from the sale of warrant | ' | ' | 51,208,000 | ' | ' |
1.25% Warrants [Member] | ' | ' | ' | ' | ' |
Capital Unit [Line Items] | ' | ' | ' | ' | ' |
Number of warrants issued | ' | ' | 20,100,000 | ' | ' |
Initial exercise price of warrant per share | ' | ' | 23.135 | ' | ' |
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 | ' | ' |
1.25% Warrants [Member] | Commercial Partner [Member] | ' | ' | ' | ' | ' |
Capital Unit [Line Items] | ' | ' | ' | ' | ' |
Number of warrants issued | ' | ' | 1,500,000 | ' | ' |
Initial exercise price of warrant per share | ' | ' | 12.94 | ' | ' |
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 | ' | ' | $1,300,000 | ' | ' |
Components_of_Accumulated_Othe
Components of Accumulated Other Comprehensive Income (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Equity [Abstract] | ' | ' |
Unrealized gain on marketable securities | $203 | $192 |
Tax effect | -79 | -74 |
Unrealized gain on marketable securities, net of tax | 124 | 118 |
Unrealized loss on interest rate swap | -458 | -1,534 |
Tax effect | 179 | 600 |
Unrealized loss on interest rate swap, net of tax | -279 | -934 |
Foreign currency translation adjustment | -1,590 | 892 |
Total accumulated other comprehensive (loss) income | ($1,745) | $76 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||
Oct. 29, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 18, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 29, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
1.25% Notes Embedded Cash Conversion Options [Member] | 1.25% Notes Embedded Cash Conversion Options [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] | Level 3 [Member] | 1.25% Call Option [Member] | 1.25% Warrants [Member] | |||||||||||
1.25% Notes Embedded Cash Conversion Options [Member] | Fair Value Measurements [Member] | ||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of call option related to 1.25% senior cash convertible notes | ' | $82,800,000 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $82,800,000 | ' |
Proceeds from issuance of warrants | ' | 51,208,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,200,000 |
Net cash outflow for call spread overlay | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,600,000 | ' | ' |
Fair value of option | ' | ' | ' | ' | ' | ' | ' | ' | 104,700,000 | ' | ' | ' | ' | ' | ' |
Gain (Loss) on call options | ' | ' | ' | ' | ' | ' | 22,800,000 | 21,900,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value liability of embedded cash conversion option | ' | ' | ' | ' | 105,600,000 | 82,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap agreement effective date | 29-Oct-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of interest rate swap agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000,000 | ' | 300,000,000 | ' | ' | ' |
Interest rate swap agreement termination date | 31-Oct-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective fixed interest rate for swap agreement | ' | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of interest rate swap agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 1,500,000 | ' | ' | ' | ' |
Derivative losses included in OCI to be reclassified into earnings within next 12 months | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable effective interest rate for swap agreement | ' | 2.92% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (losses) reclassified from OCI into earnings due to forecasted transactions that failed to occur | ' | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Activity_Related_to_Interest_R
Activity Related to Interest Rate Swap Agreement (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ' | ' |
Current period increase (decrease) in fair value recognized in OCI | $1,076 | $220 | ($3,757) |
Tax effect | -421 | -87 | 1,463 |
Unrealized gain (loss) on interest rate swap, net of tax | 655 | 133 | -2,294 |
Loss reclassified from OCI to interest expense | 1,215 | 1,783 | 2,024 |
Amount excluded from Effectiveness Assessment and Ineffective Portion Gain (loss) recognized in other income (expense) | $0 | $0 | $0 |
Rent_Expense_Detail
Rent Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent expense | $17,062 | $18,543 | $20,377 |
Future_Commitments_under_Capit
Future Commitments under Capital and Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Capital Leases, 2014 | $509 |
Capital Leases, 2015 | 244 |
Capital Leases, 2016 | 57 |
Capital Leases, 2017 | 0 |
Capital Leases, 2018 | 0 |
Capital Leases, thereafter | 0 |
Capital Leases, total | 810 |
Capital Leases, less amount representing interest | -69 |
Capital Leases, future minimum payments, present value of net minimum payments | 741 |
Capital Leases, Current maturities of capital lease obligations | 457 |
Capital lease obligations, net of current maturities | 284 |
Operating Leases, 2014 | 16,022 |
Operating Leases, 2015 | 14,906 |
Operating Leases, 2016 | 13,787 |
Operating Leases, 2017 | 8,615 |
Operating Leases, 2018 | 5,015 |
Operating Leases, Thereafter | 5,239 |
Operating Leases, Total | $63,584 |
Business_Segments_Additional_I
Business Segments - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2013 | |
Segment | Segment | Segment | |
Segment Reporting [Abstract] | ' | ' | ' |
Number of reportable segments | 3 | 5 | ' |
Number of operating segments | ' | ' | 9 |
Revenues_and_Income_from_Opera
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue | $1,373,061 | $1,446,325 | $1,444,077 |
Gross Profit | 534,456 | 606,535 | 665,565 |
(Loss) income from operations | -127,601 | 13,271 | 136,544 |
Unallocated Amounts [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue | 21,146 | 23,292 | 45,550 |
Gross Profit | -69,213 | -44,794 | -31,127 |
(Loss) income from operations | -423,288 | -363,290 | -335,351 |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue | 871,819 | 947,011 | 949,248 |
Gross Profit | 407,624 | 458,930 | 501,536 |
(Loss) income from operations | 166,500 | 239,712 | 319,013 |
Population Health [Member] | Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue | 257,738 | 244,153 | 237,001 |
Gross Profit | 175,591 | 157,007 | 165,834 |
(Loss) income from operations | 108,773 | 101,457 | 123,560 |
Managed Services [Member] | Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue | 222,358 | 231,869 | 212,278 |
Gross Profit | 20,454 | 35,392 | 29,322 |
(Loss) income from operations | $20,454 | $35,392 | $29,322 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Supplemental Cash Flow Elements [Abstract] | ' | ' | ' |
Interest | $12,997 | $11,218 | $13,630 |
Income taxes paid (refund), net | $7,944 | $7,040 | ($1,013) |
Revenues_by_Geographic_Area_De
Revenues by Geographic Area (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Revenues From External Customers [Line Items] | ' | ' | ' |
Total revenue | $1,373,061 | $1,446,325 | $1,444,077 |
UNITED STATES [Member] | ' | ' | ' |
Schedule Of Revenues From External Customers [Line Items] | ' | ' | ' |
Total revenue | 1,321,779 | 1,387,304 | 1,389,215 |
CANADA [Member] | ' | ' | ' |
Schedule Of Revenues From External Customers [Line Items] | ' | ' | ' |
Total revenue | 24,999 | 23,909 | 27,076 |
Other International [Member] | ' | ' | ' |
Schedule Of Revenues From External Customers [Line Items] | ' | ' | ' |
Total revenue | $26,283 | $35,112 | $27,786 |
LongLived_Assets_by_Geographic
Long-Lived Assets by Geographic Area (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long-Lived Assets by Geographical Areas [Line Items] | ' | ' |
Long lived assets | $174,013 | $155,494 |
UNITED STATES [Member] | ' | ' |
Long-Lived Assets by Geographical Areas [Line Items] | ' | ' |
Long lived assets | 160,237 | 144,526 |
INDIA [Member] | ' | ' |
Long-Lived Assets by Geographical Areas [Line Items] | ' | ' |
Long lived assets | 9,652 | 9,182 |
ISRAEL [Member] | ' | ' |
Long-Lived Assets by Geographical Areas [Line Items] | ' | ' |
Long lived assets | 2,180 | 0 |
CANADA [Member] | ' | ' |
Long-Lived Assets by Geographical Areas [Line Items] | ' | ' |
Long lived assets | 1,295 | 1,553 |
Other International [Member] | ' | ' |
Long-Lived Assets by Geographical Areas [Line Items] | ' | ' |
Long lived assets | $649 | $233 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | 1-May-12 | Feb. 26, 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 sought per alleged violation of the TCPA | ' | $500 | ' |
Damages for alleged breaches of Contract | ' | ' | $3,978,000 |
Commitment_with_Strategic_Part2
Commitment with Strategic Partner - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2011 | Apr. 30, 2011 |
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
Remote hosting service support agreement term (in years) | '10 years | ' |
Annual payment obligation for data center and hosting services | $50 | ' |
Proceeds from sale of hosting equipment and infrastructure | ' | $20 |
Expense_Incurred_Under_Affilia
Expense Incurred Under Affiliated Computer Services Agreement (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' |
Expenses incurred under Xerox agreement | $62,259 | $55,987 | $28,132 |
North_American_Site_Consolidat1
North American Site Consolidation Plan - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Dec. 31, 2013 | Feb. 18, 2013 | Dec. 31, 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] | ||||
Warehouse | Scenario, Forecast [Member] | ||||||
Office | |||||||
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 | ' | ' | ' | $11,200,000 | ' | ' | ' |
Accrued severance costs | ' | ' | ' | ' | 4,200,000 | ' | ' |
Payments of severance costs | ' | ' | ' | ' | 7,000,000 | ' | ' |
Severance, retention bonuses and relocation expenses | ' | ' | ' | ' | 20,100,000 | ' | ' |
Research and development expenses | 199,751,000 | 162,158,000 | 104,106,000 | ' | 3,900,000 | ' | ' |
Selling, general and administrative expenses | 419,599,000 | 384,370,000 | 387,571,000 | ' | 16,200,000 | ' | ' |
Lease exit costs | ' | ' | ' | ' | 800,000 | ' | ' |
Future lease exit cost | ' | ' | ' | ' | ' | ' | $1,000,000 |
Schedule_II_Valuation_And_Qual
Schedule II - Valuation And Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Valuation And Qualifying Accounts [Abstract] | ' | ' | ' |
Beginning Balance | $45,320 | $27,627 | $11,321 |
Charged to Expenses/Against Revenue | 20,095 | 37,447 | 10,059 |
Deferred Revenue Reclassification | 1,116 | -7,640 | 15,122 |
Write-Offs, Net of Recoveries | -12,279 | -12,114 | -8,875 |
Ending Balance | $54,252 | $45,320 | $27,627 |