Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'MDRX | ' |
Entity Registrant Name | 'ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | ' |
Entity Central Index Key | '0001124804 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 180,163,949 |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $39,250 | $62,954 |
Accounts receivable, net of allowance of $46,432 and $54,252 at June 30, 2014 and December 31, 2013, respectively | 336,846 | 313,486 |
Deferred taxes, net | 55,445 | 55,468 |
Prepaid expenses and other current assets | 110,967 | 107,911 |
Total current assets | 542,508 | 539,819 |
Long-term marketable securities | 1,318 | 1,329 |
Fixed assets, net | 163,128 | 174,013 |
Software development costs, net | 81,373 | 88,244 |
Intangible assets, net | 426,171 | 455,971 |
Goodwill | 1,190,603 | 1,189,585 |
Deferred taxes, net | 7,361 | 7,361 |
Other assets | 180,069 | 163,341 |
Total assets | 2,592,531 | 2,619,663 |
Current liabilities: | ' | ' |
Accounts payable | 77,363 | 72,956 |
Accrued expenses | 84,000 | 96,499 |
Accrued compensation and benefits | 53,011 | 80,196 |
Deferred revenue | 281,467 | 251,038 |
Current maturities of long-term debt and capital lease obligations | 21,949 | 16,350 |
Total current liabilities | 517,790 | 517,039 |
Long-term debt | 536,899 | 545,133 |
Deferred revenue | 31,440 | 29,080 |
Deferred taxes, net | 84,839 | 79,694 |
Other liabilities | 122,442 | 130,572 |
Total liabilities | 1,293,410 | 1,301,518 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding at June 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized at June 30, 2014 and December 31, 2013; 264,827 and 180,155 shares issued and outstanding at June 30, 2014, respectively; 263,474 and 178,802 shares issued and outstanding at December 31, 2013, respectively | 2,648 | 2,635 |
Treasury stock: at cost, 84,672 at June 30, 2014 and December 31, 2013 | -278,036 | -278,036 |
Additional paid-in capital | 1,735,199 | 1,716,847 |
Accumulated deficit | -160,068 | -121,556 |
Accumulated other comprehensive loss | -622 | -1,745 |
Total stockholders' equity | 1,299,121 | 1,318,145 |
Total liabilities and stockholders' equity | $2,592,531 | $2,619,663 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance | $46,432 | $54,252 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 349,000 | 349,000 |
Common stock, shares issued | 264,827 | 263,474 |
Common stock, shares outstanding | 180,155 | 178,802 |
Treasury stock at cost, shares | 84,672 | 84,672 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue: | ' | ' | ' | ' |
System sales | $25,772 | $32,449 | $49,161 | $59,480 |
Professional services | 62,374 | 59,206 | 112,738 | 120,290 |
Maintenance | 113,580 | 116,204 | 230,657 | 233,912 |
Transaction processing and other | 149,570 | 136,968 | 299,025 | 278,211 |
Total revenue | 351,296 | 344,827 | 691,581 | 691,893 |
Cost of revenue: | ' | ' | ' | ' |
System sales (excluding amortization of software development and acquisition-related assets shown below) | 10,625 | 13,080 | 18,608 | 26,409 |
Professional services | 48,643 | 57,401 | 96,543 | 114,983 |
Maintenance | 38,765 | 35,426 | 74,485 | 72,023 |
Transaction processing and other | 93,363 | 82,647 | 182,828 | 168,238 |
Total cost of revenue | 211,308 | 208,545 | 413,407 | 421,183 |
Gross profit | 139,988 | 136,282 | 278,174 | 270,710 |
Selling, general and administrative expenses | 86,663 | 101,588 | 176,609 | 205,820 |
Research and development | 53,016 | 51,822 | 105,321 | 102,481 |
Asset impairment charges | 1,751 | 2,814 | 1,946 | 3,133 |
Loss from operations | -9,093 | -28,321 | -21,004 | -56,604 |
Interest expense | -7,230 | -9,499 | -14,463 | -14,136 |
Other income, net | 230 | 218 | 198 | 8,349 |
Loss before income taxes | -16,093 | -37,602 | -35,269 | -62,391 |
Income tax (provision) benefit | -1,677 | 14,726 | -3,243 | 27,923 |
Net loss | -17,770 | -22,876 | -38,512 | -34,468 |
Loss per share-basic and diluted | ($0.09) | ($0.13) | ($0.21) | ($0.20) |
Direct Cost Of Revenues [Member] | ' | ' | ' | ' |
Cost of revenue: | ' | ' | ' | ' |
Amortization of software development and acquisition-related assets | 19,912 | 19,991 | 40,943 | 39,530 |
Other Costs [Member] | ' | ' | ' | ' |
Cost of revenue: | ' | ' | ' | ' |
Amortization of intangible and acquisition-related assets | $7,651 | $8,379 | $15,302 | $15,880 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($17,770) | ($22,876) | ($38,512) | ($34,468) |
Other comprehensive income (loss), net of taxes: | ' | ' | ' | ' |
Unrealized gain (loss) on marketable securities, net of tax | 9 | -20 | 11 | -16 |
Derivatives qualifying as hedges: | ' | ' | ' | ' |
Unrealized loss on interest rate swap | -5 | -27 | -38 | -33 |
Reclassification adjustment for loss included in net loss | 156 | 323 | 355 | 682 |
Tax effect | -59 | -116 | -125 | -252 |
Unrealized gain on interest rate swap, net of tax | 92 | 180 | 192 | 397 |
Change in foreign currency translation adjustments | 981 | -1,710 | 920 | -2,449 |
Total other comprehensive income (loss) | 1,082 | -1,550 | 1,123 | -2,068 |
Comprehensive loss | ($16,688) | ($24,426) | ($37,389) | ($36,536) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($38,512) | ($34,468) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 88,727 | 84,965 |
Stock-based compensation expense | 22,148 | 18,110 |
Excess tax benefits from stock-based compensation | -2,218 | -2,493 |
Deferred taxes | 6,835 | -28,639 |
Asset impairment charges | 1,946 | 3,133 |
Other losses (gains), net | 2,356 | -3,157 |
Changes in operating assets and liabilities, net of business combinations: | ' | ' |
Accounts receivable, net | -23,377 | -5,905 |
Prepaid expenses and other assets | -11,095 | -21,706 |
Accounts payable | 3,829 | 21,103 |
Accrued expenses | -12,501 | -12,330 |
Accrued compensation and benefits | -27,208 | 929 |
Deferred revenue | 32,741 | 36,605 |
Other liabilities | -5,397 | -5,351 |
Net cash provided by operating activities | 38,274 | 50,796 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -17,271 | -45,650 |
Capitalized software | -18,049 | -19,516 |
Cash paid for business acquisitions, net of cash acquired | 0 | -148,875 |
Purchases of marketable securities, other investments and related intangible assets | -14,074 | 0 |
Sales and maturities of other investments | 29 | 12,844 |
Proceeds from sale of fixed assets | 62 | 0 |
Net cash used in investing activities | -49,303 | -201,197 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance 1.25% senior cash convertible notes, net of issuance costs | 0 | 337,237 |
Purchase of call option related to 1.25% senior cash convertible notes | 0 | -82,800 |
Proceeds from issuance of warrants, net of issuance costs | 0 | 51,233 |
Proceeds from issuance of common stock | 1,683 | 9,264 |
Excess tax benefits from stock-based compensation | 2,218 | 2,493 |
Taxes paid related to net share settlement of equity awards | -8,562 | -6,660 |
Payments of capital lease obligations | -223 | -300 |
Payments of acquisition financing obligations | 0 | -29,671 |
Credit facility payments | -63,126 | -571,467 |
Credit facility borrowings, net of issuance costs | 55,000 | 410,983 |
Net cash (used in) provided by financing activities | -13,010 | 120,312 |
Effect of exchange rate changes on cash and cash equivalents | 335 | -1,883 |
Net decrease in cash and cash equivalents | -23,704 | -31,972 |
Cash and cash equivalents, beginning of period | 62,954 | 103,956 |
Cash and cash equivalents, end of period | $39,250 | $71,984 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) (Senior cash convertible notes [Member]) | Jun. 30, 2014 | Jun. 30, 2013 |
Senior cash convertible notes [Member] | ' | ' |
Debt instrument interest rate | 1.25% | 1.25% |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” or “our” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries, unless otherwise stated. | |
Unaudited Interim Financial Information | |
The unaudited interim consolidated financial statements as of and for the three and six months ended June 30, 2014 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. | |
Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to the SEC’s rules and regulations for interim reporting. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013 (our “Form 10-K”). | |
Use of Estimates | |
The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. | |
Significant Accounting Policies | |
There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. | |
Recently Adopted Accounting Pronouncements | |
In March 2013, the Financial Accounting Standards Board (“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 and we adopted the new guidance in the first quarter of 2014. The adoption of this accounting guidance had no impact on our consolidated results. | |
In July 2013, the FASB issued Accounting Standards Update 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 (“ASU 2013-011”). ASU 2013-011 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 and we adopted the new guidance prospectively in the first quarter of 2014. The adoption of this accounting guidance resulted in the reclassification, for presentation purposes only, of approximately $4 million from other liabilities to deferred tax assets in our consolidated balance sheet as of June, 2014. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five-step process to achieve this principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard permits the use of either the retrospective or cumulative effect transition methods. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently in the process of evaluating this new guidance. |
Business_Combinations
Business Combinations | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
2. Business Combinations | |||||||||
Acquisition of dbMotion Ltd. | |||||||||
On March 4, 2013, we acquired all of the issued and outstanding share capital of dbMotion Ltd. (“dbMotion”), a leading supplier of community health solutions. | |||||||||
Under the acquisition method of accounting, the fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the remaining unallocated amount recorded as goodwill. During the three months ended March 31, 2014, we finalized the allocation of the fair value of the consideration transferred, which resulted in an increase of approximately $1.0 million in both the total fair value of consideration transferred and the residual allocation to goodwill. | |||||||||
The total final fair value of consideration transferred for the dbMotion acquisition is comprised of the following: | |||||||||
(In thousands) | |||||||||
Cash | $ | 140,079 | |||||||
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 | $ | 226,178 | |||||||
The allocation of the fair value of the consideration transferred, including all measurement period adjustments, 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 | 137,649 | ||||||||
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 | $ | 226,178 | |||||||
Acquisition costs related to the dbMotion acquisition are included in selling, general and administrative expenses and totaled approximately $1.0 million and $5.6 million for the three months ended June 30, 2014 and 2013, respectively, and approximately $2.8 million and $7.0 million for the six months ended June 30, 2014 and 2013, respectively. These costs include employee compensation costs of approximately $1.0 million and $1.9 million for the three months ended June 30, 2014 and 2013, respectively, and approximately $2.8 million and $2.4 million for the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2013, we also incurred $0.5 million of seller transaction costs. Additional employee compensation of approximately $0.6 million related to the dbMotion acquisition is expected to be incurred during the remainder of 2014. | |||||||||
The revenue and net loss of dbMotion since March 4, 2013 included in our consolidated statement of operations for the three and six months ended June 30, 2013, and the supplemental pro forma revenue and net loss of the combined entity, are as follows: | |||||||||
(In thousands) | Three Months | Six Months | |||||||
Ended | Ended | ||||||||
June 30, | June 30, | ||||||||
2013 | 2013 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Actual from dbMotion since acquisition date of March 4, 2013: | |||||||||
Revenue | $ | 554 | $ | 728 | |||||
Net loss | ($ | 8,693 | ) | ($ | 11,540 | ) | |||
Supplemental pro forma data for combined entity: | |||||||||
Revenue | $ | 346,162 | $ | 694,422 | |||||
Net loss | ($ | 19,619 | ) | ($ | 42,633 | ) | |||
Net loss per share, basic and diluted | ($ | 0.11 | ) | ($ | 0.24 | ) | |||
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 three and six months ended June 30, 2013 were adjusted to exclude acquisition-related costs incurred during the periods as well as the nonrecurring gain related to the fair value adjustment of our prior cost method investment in dbMotion. 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 three and six months ended June 30, 2014 includes approximately ($0.3) million related to the acquisition of dbMotion, which is attributable to professional services cost of revenue. Amortization of software development and acquisition-related assets in our consolidated statement of operations for the three and six months ended June 30, 2013 includes approximately $0.6 million and $1.8 million, respectively, related to the acquisition of dbMotion, which is attributable to cost of revenue as follows: approximately $0.3 million and $0.7 million, respectively, related to system sales; approximately ($0.5) million and $0.1 million, respectively, related to professional services, and approximately $0.8 million and $1.0 million, respectively, related to maintenance. | |||||||||
Acquisition of Jardogs LLC | |||||||||
Also on March 4, 2013, we acquired substantially all of the assets of Jardogs LLC (“Jardogs”), the developer of FollowMyHealth, a highly-rated, cloud-based patient engagement solution provider, for $24 million in cash. During the three months ended March 31, 2014, we finalized the allocation of the Jardogs purchase price, resulting in no additional measurement period adjustments to the fair values of the assets and liabilities acquired as disclosed in our Form 10-K. | |||||||||
The pro forma impact of the Jardogs acquisition on current and prior quarters, as well as the net revenue and operating losses generated by Jardogs subsequent to its acquisition for the three and six months ended June 30, 2013, are not material. Acquisition and integration-related costs related to the Jardogs acquisition are included in selling, general and administrative expenses and totaled approximately $0.1 million and $0.7 million for the three and six months ended June 30, 2013. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||||||||||||
3. 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 (as defined in Note 9, “Derivative Financial Instruments,”) asset and the embedded conversion option liability. Refer to Note 7, “Debt,” and Note 9, “Derivative Financial Instruments,” for further information 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 June 30, 2014 and 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 | June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||
(In thousands) | Classifications | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | Cash equivalents | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 3,634 | $ | 0 | $ | 0 | $ | 3,634 | ||||||||||||||||||
Marketable securities | Long-term marketable securities | 0 | 1,318 | 0 | 1,318 | 0 | 1,329 | 0 | 1,329 | ||||||||||||||||||||||||||
1.25% Call Option | Other assets | 0 | 0 | 103,104 | 103,104 | 0 | 0 | 104,656 | 104,656 | ||||||||||||||||||||||||||
Cash conversion option | Other liabilities | 0 | 0 | (104,050 | ) | (104,050 | ) | 0 | 0 | (105,637 | ) | (105,637 | ) | ||||||||||||||||||||||
Interest rate swap | Other liabilities | 0 | (141 | ) | 0 | (141 | ) | 0 | (458 | ) | 0 | (458 | ) | ||||||||||||||||||||||
Total | $ | 0 | $ | 1,177 | ($ | 946 | ) | $ | 231 | $ | 3,634 | $ | 871 | ($ | 981 | ) | $ | 3,524 | |||||||||||||||||
During the three months ended March 31, 2014, we acquired certain non-marketable equity securities of a third party and entered into a commercial agreement with the third party to license and distribute its products and services for total consideration of approximately $6.0 million. The equity investment and commercial agreement were valued at approximately $4.1 million and $1.9 million, respectively. During the three months ended June 30, 2014, we acquired certain non-marketable equity securities of two other third parties for total consideration of approximately $7.7 million. Of the three equity investments acquired during the six months ended June 30, 2014, two are accounted for under the cost method, and the other is accounted for under the equity method. The carrying values of the cost method investments and the equity method investment of approximately $10.4 million and $1.4 million, respectively, are included in other assets and the carrying value of the above-referenced commercial agreement is included in intangible assets, net, in the accompanying consolidated balance sheet as of June 30, 2014. As of December 31, 2013, our outstanding investments in non-marketable equity securities were not material. | |||||||||||||||||||||||||||||||||||
Our long-term financial liabilities include amounts outstanding under our senior secured credit facility, with carrying values that approximate fair value since the interest rates approximate current market rates. In addition, as of June 30, 2014, we estimated that the fair value of our 1.25% Cash Convertible Senior Notes (the “1.25% Notes”) exceeds the 1.25% Notes’ carrying amount by approximately 5% to 10%. We utilized effective yields of publicly-traded debt with similar maturities and credit ratings in making this fair value calculation. As such, the range of estimated fair values of the 1.25% Notes is included in the Level 2 category. See Note 7, “Debt,” for further information regarding our long-term financial liabilities. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||
4. Stockholders’ Equity | |||||||||||||||||
Stock-based Awards | |||||||||||||||||
We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize the expense for service-based share awards over the appropriate service period on a straight-line basis, net of estimated forfeitures. We recognize the expense for performance-based and market-based share awards over the vesting period under the accelerated attribution method, net of estimated forfeitures. In addition, we recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. | |||||||||||||||||
The fair value of service-based restricted stock units and restricted stock awards is measured at their underlying closing share price on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. The fair value of stock options granted during the three and six months ended June 30, 2013 was determined using the Black-Scholes-Merton valuation model and reflects the below input assumptions. No stock options were granted during the three and six months ended June 30, 2014. | |||||||||||||||||
Three Months | Six Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Weighed-average exercise price | $ | 14 | $ | 13.7 | |||||||||||||
Expected term (in years) | 4.75 | 4.75 | |||||||||||||||
Expected volatility | 55.5 | % | 55.6 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Risk-free interest rate | 0.8 | % | 0.8 | % | |||||||||||||
Stock-based compensation expense recognized during the three and six months ended June 30, 2014 and 2013 is included in our consolidated statements of operations as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Professional services | $ | 858 | $ | 740 | $ | 1,464 | $ | 1,317 | |||||||||
Maintenance | 469 | 422 | 799 | 803 | |||||||||||||
Transaction processing and other | 720 | 475 | 1,122 | 899 | |||||||||||||
Total cost of revenue | 2,047 | 1,637 | 3,385 | 3,019 | |||||||||||||
Selling, general and administrative expenses | 6,940 | 6,086 | 13,118 | 10,812 | |||||||||||||
Research and development | 3,091 | 2,383 | 5,645 | 4,279 | |||||||||||||
Total stock-based compensation expense | $ | 12,078 | $ | 10,106 | $ | 22,148 | $ | 18,110 | |||||||||
No stock-based compensation costs were capitalized during the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||
During the three and six months ended June 30, 2014 and 2013, we granted the following stock-based awards: | |||||||||||||||||
Three Months Ended June 30, 2014 | Six Months Ended June 30, 2014 | ||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | Shares | Weighted-Average | |||||||||||||
Grant Date | Grant Date | ||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Service-based restricted stock units | 138 | $ | 14.73 | 1,440 | $ | 18.12 | |||||||||||
Performance-based restricted stock units with a service condition | 0 | $ | 0 | 467 | $ | 18.51 | |||||||||||
Market-based restricted stock units with a service condition | 0 | $ | 0 | 221 | $ | 14.36 | |||||||||||
138 | $ | 14.73 | 2,128 | $ | 17.81 | ||||||||||||
During the six months ended June 30, 2014 and the year ended December 31, 2013, approximately 1.4 million and 2.6 million shares of stock, respectively, were issued in connection with the exercise of options and the release of restrictions on stock awards. | |||||||||||||||||
Stock Repurchases | |||||||||||||||||
The stock repurchase program approved by the Board of Directors of Allscripts Healthcare Solutions, Inc. (the “Board”) in April 2011 expired on May 9, 2014. No shares were repurchased under this program during the six months ended June 30, 2014 and the year ended December 31, 2013. | |||||||||||||||||
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 2014 and 2013 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. 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 for the six months ended June 30, 2014 and 2013 were 528 thousand and 488 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. | |||||||||||||||||
Issuance of 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 three and six months ended June 30, 2014, we recognized approximately $0.7 million and $1.3 million of the warrant fair value as a reduction to transaction processing and other revenue. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings (Loss) Per Share | ' | ||||||||||||||||
5. Earnings (Loss) Per Share | |||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average shares of common stock outstanding. For purposes of calculating diluted earnings per share, the denominator includes both the weighted average shares of common stock outstanding and dilutive common stock equivalents. Dilutive common stock equivalents consist of stock options, restricted stock unit awards and warrants calculated under the treasury stock method. | |||||||||||||||||
The calculations of earnings (loss) per share are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic Loss per Common Share: | |||||||||||||||||
Net loss | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Net loss available to common stockholders | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Weighted-average common shares outstanding | 179,840 | 177,625 | 179,439 | 175,678 | |||||||||||||
Basic Loss per Common Share | ($ | 0.09 | ) | ($ | 0.13 | ) | ($ | 0.21 | ) | ($ | 0.2 | ) | |||||
Diluted Loss per Common Share: | |||||||||||||||||
Net loss | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Net loss available to common stockholders | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Weighted-average common shares outstanding | 179,840 | 177,625 | 179,439 | 175,678 | |||||||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 0 | 0 | |||||||||||||
Weighted-average common shares outstanding assuming dilution | 179,840 | 177,625 | 179,439 | 175,678 | |||||||||||||
Diluted Loss per Common Share | ($ | 0.09 | ) | ($ | 0.13 | ) | ($ | 0.21 | ) | ($ | 0.2 | ) | |||||
As a result of our net loss available to common stockholders for the three and six months ended June 30, 2014 and 2013, we used basic weighted-average common shares outstanding in the calculation of diluted loss per share for each of these periods, 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 would be anti-dilutive: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 24,177 | 7,038 | 22,086 | 4,229 | |||||||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||
6. Goodwill and Intangible Assets | |||||||||||||||||||||||||
Goodwill and intangible assets consist of the following: | |||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
(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 | ($ | 249,526 | ) | $ | 196,434 | $ | 445,960 | ($ | 231,634 | ) | $ | 214,326 | |||||||||||
Customer contracts and relationships | 544,073 | (366,336 | ) | 177,737 | 542,205 | (352,560 | ) | 189,645 | |||||||||||||||||
Total | $ | 990,033 | ($ | 615,862 | ) | $ | 374,171 | $ | 988,165 | ($ | 584,194 | ) | $ | 403,971 | |||||||||||
Intangibles not subject to amortization | |||||||||||||||||||||||||
Registered trademarks | $ | 52,000 | $ | 52,000 | |||||||||||||||||||||
Goodwill | 1,190,603 | 1,189,585 | |||||||||||||||||||||||
Total | $ | 1,242,603 | $ | 1,241,585 | |||||||||||||||||||||
During the three months ended March 31, 2014, we finalized the allocation of the dbMotion and Jardogs acquisition prices, which resulted in the recognition of additional goodwill of approximately $1.0 million. Refer to Note 2, “Business Combinations” for additional information regarding these acquisitions and the measurement period adjustment recorded during the three months ended March 31, 2014. Changes in the carrying amounts of goodwill by reportable segment for the six months ended June 30, 2014 were as follows: | |||||||||||||||||||||||||
(In thousands) | Clinical and | Population | Managed | Total | |||||||||||||||||||||
Financial Solutions | Health | Services | |||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 625,769 | $ | 425,216 | $ | 138,600 | $ | 1,189,585 | |||||||||||||||||
Additions arising from business acquisitions: | |||||||||||||||||||||||||
dbMotion | 0 | 1,018 | 0 | 1,018 | |||||||||||||||||||||
Total additions to goodwill | 0 | 1,018 | 0 | 1,018 | |||||||||||||||||||||
Impairment of goodwill | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Balance as of June 30, 2014 | $ | 625,769 | $ | 426,234 | $ | 138,600 | $ | 1,190,603 | |||||||||||||||||
There were no accumulated impairment losses associated with our goodwill as of June 30, 2014 or December 31, 2013. |
Debt
Debt | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Debt | ' | ||||||||||||||||||||||||||||
7. Debt | |||||||||||||||||||||||||||||
Debt outstanding, excluding capital leases, consisted of the following: | |||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||
(In thousands) | Principal | Unamortized | Net | Principal | Unamortized | Net | |||||||||||||||||||||||
Balance | Discount | Carrying | Balance | Discount | Carrying | ||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $ | 345,000 | $ | 72,470 | $ | 272,530 | $ | 345,000 | $ | 77,529 | $ | 267,471 | |||||||||||||||||
Senior Secured Credit Facilities (long-term portion) | 266,250 | 1,881 | 264,369 | 280,000 | 2,338 | 277,662 | |||||||||||||||||||||||
Senior Secured Credit Facilities (current portion) | 22,500 | 940 | 21,560 | 16,875 | 982 | 15,893 | |||||||||||||||||||||||
Total debt | $ | 633,750 | $ | 75,291 | $ | 558,459 | $ | 641,875 | $ | 80,849 | $ | 561,026 | |||||||||||||||||
Interest expense consisted of the following: | |||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Interest expense | $ | 3,927 | $ | 3,928 | $ | 7,884 | $ | 7,265 | |||||||||||||||||||||
Amortization of discounts | 2,792 | 323 | 5,558 | 323 | |||||||||||||||||||||||||
Amortization of debt issuance costs | 511 | 1,347 | 1,021 | 2,647 | |||||||||||||||||||||||||
Write off of unamortized deferred debt issuance costs | 0 | 3,901 | 0 | 3,901 | |||||||||||||||||||||||||
Total interest expense | $ | 7,230 | $ | 9,499 | $ | 14,463 | $ | 14,136 | |||||||||||||||||||||
Interest expense related to the 1.25% Notes was comprised of the following: | |||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Coupon interest at 1.25% | $ | 1,078 | $ | 156 | $ | 2,156 | $ | 156 | |||||||||||||||||||||
Amortization of original issuance discount | 2,543 | 323 | 5,058 | 323 | |||||||||||||||||||||||||
Amortization of debt issuance costs | 295 | 49 | 590 | 49 | |||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $ | 3,916 | $ | 528 | $ | 7,804 | $ | 528 | |||||||||||||||||||||
There have been no significant changes in our senior secured credit facility agreement from those disclosed in our Form 10-K. As of June 30, 2014, the if-converted value of the 1.25% Notes did not exceeded the 1.25% Notes’ principal amount. | |||||||||||||||||||||||||||||
As of June 30, 2014, $213.8 million under a term loan, $75.0 million under a revolving credit facility, and $1.3 million in letters of credit were outstanding under our senior secured credit facility. As of June 30, 2014, the interest rate on the senior secured credit facility was LIBOR plus 2.75%, which totaled 2.90%. Refer to Note 9, “Derivative Financial Instruments,” for a discussion of our interest rate swap agreement. We were in compliance with all covenants under our senior secured credit facility agreement as of June 30, 2014. Unamortized deferred debt issuance costs total $10.5 million and are included within other assets on the consolidated balance sheet as of June 30, 2014. | |||||||||||||||||||||||||||||
As of June 30, 2014, we had $348.7 million available, net of outstanding letters of credit, under our revolving credit facility. There can be no assurance that we will be able to draw on the full available balance of our senior secured credit facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. | |||||||||||||||||||||||||||||
The following table summarizes our future principal payment obligations under the 1.25% Notes and the senior secured credit facility as of June 30, 2014: | |||||||||||||||||||||||||||||
(Dollar amounts in thousands) | Total | Remainder of | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||||
2014 | |||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes (1) | $ | 345,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 345,000 | |||||||||||||||
Senior Secured Term Loan | 213,750 | 11,250 | 28,125 | 39,375 | 50,625 | 84,375 | 0 | ||||||||||||||||||||||
Senior Secured Revolving Facility | 75,000 | 0 | 0 | 0 | 0 | 75,000 | 0 | ||||||||||||||||||||||
$ | 633,750 | $ | 11,250 | $ | 28,125 | $ | 39,375 | $ | 50,625 | $ | 159,375 | $ | 345,000 | ||||||||||||||||
-1 | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
8. Income Taxes | |||||||||||||||||
The provision for income taxes reflects our estimate of the effective tax rate expected to be applicable for the full year. To the extent that actual pre-tax results for the year differ from the forecasted estimates applied at the end of the most recent interim period, the actual tax rate recognized during calendar 2014 could be different from the forecast rate. Our provision for income taxes differs from the tax computed at the U.S. federal statutory income tax rate due primarily to valuation allowance, income attributable to foreign jurisdictions taxed at lower rates, state taxes, permanent differences, and certain discrete items. The effective tax rates were as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(Dollar amounts in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Loss before income taxes | ($ | 16,093 | ) | ($ | 37,602 | ) | ($ | 35,269 | ) | ($ | 62,391 | ) | |||||
Income tax (provision) benefit | ($ | 1,677 | ) | $ | 14,726 | ($ | 3,243 | ) | $ | 27,923 | |||||||
Effective tax rate | (10.4 | %) | 39.2 | % | (9.2 | %) | 44.8 | % | |||||||||
Our effective tax rate for the three and six months ended June 30, 2014 was lower compared with the prior year comparable periods primarily due to the impact of an approximately $8.0 million and $17.8 million valuation allowance recorded during the three and six months ended June 30, 2014, respectively, against federal net operating loss and credit carryforwards. In addition, the U.S. research and development credit had not been extended as of June 30, 2014 for the 2014 tax year and, therefore, no estimate for this credit has been included in the effective tax rate as of June 30, 2014. The tax benefit recorded during the three and six months ended June 30, 2013 included the impacts of both the 2012 and 2013 research and development credits. | |||||||||||||||||
In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available 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). The additional valuation allowance recorded during the three and six months ended June 30, 2014 related to deferred tax assets associated with net operating loss carryforwards. | |||||||||||||||||
Our unrecognized income tax benefits were $18.2 million and $18.3 million as of June 30, 2014 and December 31, 2013, respectively, the decrease being primarily attributable to a settlement with a taxing authority. If any portion of our unrecognized tax benefits is recognized, it could impact our effective tax rate. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations, and changes in tax law. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Derivative Financial Instruments | ' | ||||||||||||||||
9. Derivative Financial Instruments | |||||||||||||||||
1.25% Call Option | |||||||||||||||||
Concurrent with the issuance of the 1.25% Notes in June 2013, we entered into privately negotiated hedge transactions with certain of the initial purchasers of the 1.25% Notes (collectively, the “1.25% Call Option”). 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. | |||||||||||||||||
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 Note 3, “Fair Value Measurements.” The fair value of the 1.25% Call Option at June 30, 2014 and December 31, 2013 was approximately $103.1 million and $104.7 million, respectively. | |||||||||||||||||
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, net. For the three and six months ended June 30, 2014, the change in the fair value of the 1.25% Call Option resulted in losses of $31.5 million and $1.6 million, respectively. For the three and six months ended June 30, 2013 the change in the fair value of the 1.25% Call Option resulted in a loss of $1.7 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 income, net until the cash conversion option settles or expires. The initial fair value liability of the embedded cash conversion option was $82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). The embedded cash conversion option is measured and reported at fair value on a recurring basis, within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the embedded cash conversion option, refer to Note 3, “Fair Value Measurements.” The fair value of the embedded cash conversion option at June 30, 2014 and December 31, 2013 was approximately $104.1 million and $105.6 million, respectively. For the three and six months ended June 30, 2014, the change in the fair value of the embedded cash conversion option resulted in gains of $31.6 million and $1.6 million, respectively. For the three and six months ended June 30, 2013, the change in the fair value of the embedded cash conversion option resulted in a gain of $1.7 million. The gains recognized for the three and six months ended June 30, 2014 were slightly higher than the losses recognized on the 1.25% Call Option over the same periods. | |||||||||||||||||
Interest Rate Swap Agreement | |||||||||||||||||
We entered into an interest rate swap agreement with an effective date of October 29, 2010 that has the economic effect of modifying the variable rate component of the interest obligations associated with a portion of our variable rate debt. The initial notional amount of the interest rate swap agreement was $300 million, with scheduled step downs over time, and an expiration date of October 31, 2014. As of June 30, 2014, the notional amount of the interest rate swap agreement was $75 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 is designed to protect 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 income (loss) 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 $0.1 million and $0.5 million as of June 30, 2014 and December 31, 2013, respectively. We recognized the following activity related to our interest rate swap agreement: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Effective portion | |||||||||||||||||
Current period increase in fair value recognized in OCI | $ | 151 | $ | 296 | $ | 317 | $ | 649 | |||||||||
Tax effect | (59 | ) | (116 | ) | (125 | ) | (252 | ) | |||||||||
Net | $ | 92 | $ | 180 | $ | 192 | $ | 397 | |||||||||
Loss reclassified from OCI to interest expense | $ | 156 | $ | 323 | $ | 355 | $ | 682 | |||||||||
Amount excluded from effectiveness assessment and ineffective portion gain (loss) recognized in other (expense) income, net | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
We estimate that approximately $0.1 million of derivative losses included in other comprehensive income (“OCI”) will be reclassified into earnings within the next 4 months. This amount has been calculated assuming the variable effective interest rate of 2.90% as of June 30, 2014 remains the same through the next 4 months. No gains (losses) were reclassified from OCI into earnings as a result of forecasted transactions that failed to occur during the three and six months ended June 30, 2014 and 2013. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
10. 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. | |
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, there was not at least a reasonable possibility that we may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to the following matters. | |
On September 14, 2010, Pegasus Imaging Corporation filed a complaint 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 the plaintiff and Advanced Imaging Concepts, Inc., a software company that we acquired in August 2003, and from our testing of a software development toolkit pursuant to a free trial license from the plaintiff in approximately 1999. On April 16, 2013, the 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 the plaintiff’s Second Amended Complaint, denying all material allegations, and asserting counterclaims against the plaintiff for breach of two license agreements, breach of warranty, breach of a settlement and arbitration agreement, and three counts of negligent misrepresentation. On July 7, 2014, the Court granted our motion for summary judgment on the plaintiff’s claim of unfair trade practices under Florida law and our motion for summary judgment as to the aforementioned defunct corporations, and granted the plaintiff’s motion for summary judgment on our counterclaims. 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. On April 21, 2014, the plaintiffs filed a Third Amended Complaint in which they named Manhattan Podiatry Associates, P.C. and Ritchken & First Medical Group as additional plaintiffs and dropped the claims for tortious interference and all violations of other states’ consumer protection laws, other than those of New York and California. On July 29, 2014, the court dismissed the Third Amended Complaint. No trial date has been scheduled. | |
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. Arbitration has been scheduled for October 2014. | |
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, as well as other equitable relief. The complaint alternatively seeks a declaration that we invalidly terminated our agreement with the plaintiff. The case is currently scheduled for trial in June 2015. | |
On August 7, 2013, we filed a demand for arbitration against Etransmedia Technology, Inc. (“Etransmedia”) with the American Arbitration Association, seeking relief for breach of contract and also equitable relief with respect to the release of certain data held by Etransmedia in its hosted facilities. Etransmedia has asserted counterclaims against us related to our offer to upgrade MyWay clients who were hosted by Etransmedia to Professional Suite, including fraud, deceptive trade practices under the North Carolina Uniform Deceptive Trade Practices Act, breach of contract, breach of express warranty, negligent misrepresentation, unjust enrichment, declaratory judgment, and tortious interference with contract and prospective contract. Arbitration occurred in June 2014, but the panel has not yet rendered a decision. | |
In the opinion of our management, based on the information currently available, there is a reasonable possibility that we may incur a material loss with respect to the following matters. However, 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; treble damages if the Court finds the violations to be willful, knowing or intentional; and injunctive and other relief. Discovery is proceeding. No trial date has been scheduled. | |
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 later added Lee Shapiro, our former President, as a defendant. The plaintiffs allege that we, Mr. Tullman, Mr. Davis and Mr. Shapiro made materially false and misleading statements and/or omissions during the putative class period regarding our progress in integrating our business with the business of Eclipsys Corporation following the two companies’ August 24, 2010 merger, and that we lacked a reasonable basis for certain statements regarding those post-merger integration efforts as well as our operations and results and projections of future financial performance. A fully-briefed motion to dismiss is pending. No trial date has been scheduled. | |
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 the Board; and Dennis Chookaszian, Robert Cindrich, Marcel Gamache, Philip Green, and Michael Kluger, each of whom are or were members of the 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. | |
On July 11, 2012, RLIS, Inc. filed a complaint in the United States District Court for the Southern District of Texas against us. The complaint alleges, among other things, that our Enterprise EHR product (now Allscripts Touchworks) willfully infringes U.S. Patent No. 7,076,436. On September 28, 2012, the plaintiff filed an amended complaint that alleges, among other things, that certain of our products and services infringe both the foregoing patent as well as U.S. Patent No. 5,823,940. The amended complaint seeks an unspecified amount of damages and interest, as well as injunctive relief. No trial date has been scheduled. |
Business_Segments
Business Segments | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Business Segments | ' | ||||||||||||||||
11. Business Segments | |||||||||||||||||
We primarily derive our revenue 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 (our “CODM”) 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 Electronic Health Record-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 solutions, where we assume partial to total responsibility for a healthcare organization’s IT operations, and remote hosting solutions. The revenue 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 revenue, 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 in revenue the amortization of acquisition-related deferred revenue adjustments, which reflect the fair value adjustments to deferred revenue acquired in a business acquisition; and we exclude the amortization of intangible assets, stock-based compensation expense, non-recurring expenses and transaction-related costs, and non-cash asset impairment charges from the operating segment data provided to our CODM. Non-recurring expenses relate to certain severance, product consolidation, legal, consulting, and other charges incurred in connection with activities that are considered one-time. 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), 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. | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue: | |||||||||||||||||
Clinical and Financial Solutions | $ | 214,482 | $ | 220,538 | $ | 419,868 | $ | 438,481 | |||||||||
Population Health | 70,066 | 65,354 | 140,094 | 125,883 | |||||||||||||
Managed Services | 62,991 | 53,426 | 124,912 | 113,158 | |||||||||||||
Unallocated Amounts | 3,757 | 5,509 | 6,707 | 14,371 | |||||||||||||
Total revenue | $ | 351,296 | $ | 344,827 | $ | 691,581 | $ | 691,893 | |||||||||
Gross Profit: | |||||||||||||||||
Clinical and Financial Solutions | $ | 101,725 | $ | 104,975 | $ | 200,757 | $ | 206,565 | |||||||||
Population Health | 47,879 | 42,501 | 96,573 | 80,341 | |||||||||||||
Managed Services | 6,085 | 4,721 | 11,813 | 12,276 | |||||||||||||
Unallocated Amounts | (15,701 | ) | (15,915 | ) | (30,969 | ) | (28,472 | ) | |||||||||
Total gross profit | $ | 139,988 | $ | 136,282 | $ | 278,174 | $ | 270,710 | |||||||||
Income (Loss) from operations: | |||||||||||||||||
Clinical and Financial Solutions | $ | 47,905 | $ | 43,988 | $ | 91,120 | $ | 86,565 | |||||||||
Population Health | 26,120 | 23,469 | 50,399 | 44,584 | |||||||||||||
Managed Services | 6,085 | 4,721 | 11,813 | 12,276 | |||||||||||||
Unallocated Amounts | (89,203 | ) | (100,499 | ) | (174,336 | ) | (200,029 | ) | |||||||||
Total loss from operations | ($ | 9,093 | ) | ($ | 28,321 | ) | ($ | 21,004 | ) | ($ | 56,604 | ) | |||||
North_American_Site_Consolidat
North American Site Consolidation Plan | 6 Months Ended |
Jun. 30, 2014 | |
Restructuring And Related Activities [Abstract] | ' |
North American Site Consolidation Plan | ' |
12. 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 included the closing 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. | |
During the three and six months ended June 30, 2014, we recognized benefits of approximately $0.1 million and $2.1 million, respectively, due to the release of previously accrued severance costs which we no longer expect to pay; while during the three and six months ended June 30, 2013, we incurred approximately $2.8 million and $13.8 million, respectively, in severance, retention bonuses and relocation expenses resulting from the Site Consolidation Plan. These amounts are included in selling, general and administrative expenses in our consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, respectively. The portion of these amounts 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 of which approximately $4.2 million remained as of December 31, 2013. During the six months ended June 30, 2014, we paid approximately $1.7 million and released approximately $2.1 million of previously accrued severance costs, which we no longer expect to pay, resulting in a remaining liability of approximately $0.4 million, which is included in accrued compensation and benefits in our consolidated balance sheet as of June 30, 2014. | |
As of June 30, 2014, the Site Consolidation Plan was substantially completed and additional estimated costs yet to be incurred in connection with the Site Consolidation Plan, which primarily consist of lease-related costs, are not expected to be material. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
13. Subsequent Events | |
On July 8, 2014, we acquired Oasis Medical Solutions Limited, a privately-held, Patient Administration System and health informatics solutions provider headquartered in London, United Kingdom. This acquisition was not material to our consolidated financial position as of June 30, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” or “our” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned subsidiaries, unless otherwise stated. | |
Unaudited Interim Financial Information | ' |
Unaudited Interim Financial Information | |
The unaudited interim consolidated financial statements as of and for the three and six months ended June 30, 2014 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim consolidated financial statements are unaudited and, in the opinion of our management, include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated financial statements for the periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. | |
Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to the SEC’s rules and regulations for interim reporting. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013 (our “Form 10-K”). | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. | |
Significant Accounting Policies | ' |
Significant Accounting Policies | |
There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. | |
Recently Adopted Accounting Pronouncements | ' |
Recently Adopted Accounting Pronouncements | |
In March 2013, the Financial Accounting Standards Board (“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 and we adopted the new guidance in the first quarter of 2014. The adoption of this accounting guidance had no impact on our consolidated results. | |
In July 2013, the FASB issued Accounting Standards Update 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 (“ASU 2013-011”). ASU 2013-011 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 and we adopted the new guidance prospectively in the first quarter of 2014. The adoption of this accounting guidance resulted in the reclassification, for presentation purposes only, of approximately $4 million from other liabilities to deferred tax assets in our consolidated balance sheet as of June, 2014. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five-step process to achieve this principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard permits the use of either the retrospective or cumulative effect transition methods. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently in the process of evaluating this new guidance. |
Business_Combinations_Tables
Business Combinations (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Final Fair Value of Consideration Transferred for Acquisition | ' | ||||||||
The total final fair value of consideration transferred for the dbMotion acquisition is comprised of the following: | |||||||||
(In thousands) | |||||||||
Cash | $ | 140,079 | |||||||
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 | $ | 226,178 | |||||||
Assets Acquired and Liabilities Assumed | ' | ||||||||
The allocation of the fair value of the consideration transferred, including all measurement period adjustments, 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 | 137,649 | ||||||||
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 | $ | 226,178 | |||||||
Proforma Results | ' | ||||||||
The revenue and net loss of dbMotion since March 4, 2013 included in our consolidated statement of operations for the three and six months ended June 30, 2013, and the supplemental pro forma revenue and net loss of the combined entity, are as follows: | |||||||||
(In thousands) | Three Months | Six Months | |||||||
Ended | Ended | ||||||||
June 30, | June 30, | ||||||||
2013 | 2013 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Actual from dbMotion since acquisition date of March 4, 2013: | |||||||||
Revenue | $ | 554 | $ | 728 | |||||
Net loss | ($ | 8,693 | ) | ($ | 11,540 | ) | |||
Supplemental pro forma data for combined entity: | |||||||||
Revenue | $ | 346,162 | $ | 694,422 | |||||
Net loss | ($ | 19,619 | ) | ($ | 42,633 | ) | |||
Net loss per share, basic and diluted | ($ | 0.11 | ) | ($ | 0.24 | ) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||||
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||||||||||||
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of the respective balance sheet dates: | |||||||||||||||||||||||||||||||||||
Balance Sheet | June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||||
(In thousands) | Classifications | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Money market funds | Cash equivalents | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 3,634 | $ | 0 | $ | 0 | $ | 3,634 | ||||||||||||||||||
Marketable securities | Long-term marketable securities | 0 | 1,318 | 0 | 1,318 | 0 | 1,329 | 0 | 1,329 | ||||||||||||||||||||||||||
1.25% Call Option | Other assets | 0 | 0 | 103,104 | 103,104 | 0 | 0 | 104,656 | 104,656 | ||||||||||||||||||||||||||
Cash conversion option | Other liabilities | 0 | 0 | (104,050 | ) | (104,050 | ) | 0 | 0 | (105,637 | ) | (105,637 | ) | ||||||||||||||||||||||
Interest rate swap | Other liabilities | 0 | (141 | ) | 0 | (141 | ) | 0 | (458 | ) | 0 | (458 | ) | ||||||||||||||||||||||
Total | $ | 0 | $ | 1,177 | ($ | 946 | ) | $ | 231 | $ | 3,634 | $ | 871 | ($ | 981 | ) | $ | 3,524 | |||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Weighted Average Input Assumptions | ' | ||||||||||||||||
The fair value of stock options granted during the three and six months ended June 30, 2013 was determined using the Black-Scholes-Merton valuation model and reflects the below input assumptions. No stock options were granted during the three and six months ended June 30, 2014. | |||||||||||||||||
Three Months | Six Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Weighed-average exercise price | $ | 14 | $ | 13.7 | |||||||||||||
Expected term ( in years) | 4.75 | 4.75 | |||||||||||||||
Expected volatility | 55.5 | % | 55.6 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Risk-free interest rate | 0.8 | % | 0.8 | % | |||||||||||||
Stock-Based Compensation Expense | ' | ||||||||||||||||
Stock-based compensation expense recognized during the three and six months ended June 30, 2014 and 2013 is included in our consolidated statements of operations as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenue: | |||||||||||||||||
Professional services | $ | 858 | $ | 740 | $ | 1,464 | $ | 1,317 | |||||||||
Maintenance | 469 | 422 | 799 | 803 | |||||||||||||
Transaction processing and other | 720 | 475 | 1,122 | 899 | |||||||||||||
Total cost of revenue | 2,047 | 1,637 | 3,385 | 3,019 | |||||||||||||
Selling, general and administrative expenses | 6,940 | 6,086 | 13,118 | 10,812 | |||||||||||||
Research and development | 3,091 | 2,383 | 5,645 | 4,279 | |||||||||||||
Total stock-based compensation expense | $ | 12,078 | $ | 10,106 | $ | 22,148 | $ | 18,110 | |||||||||
Stock-Based Awards Granted | ' | ||||||||||||||||
During the three and six months ended June 30, 2014 and 2013, we granted the following stock-based awards: | |||||||||||||||||
Three Months Ended June 30, 2014 | Six Months Ended June 30, 2014 | ||||||||||||||||
(In thousands, except per share amounts) | Shares | Weighted-Average | Shares | Weighted-Average | |||||||||||||
Grant Date | Grant Date | ||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Service-based restricted stock units | 138 | $ | 14.73 | 1,440 | $ | 18.12 | |||||||||||
Performance-based restricted stock units with a service condition | 0 | $ | 0 | 467 | $ | 18.51 | |||||||||||
Market-based restricted stock units with a service condition | 0 | $ | 0 | 221 | $ | 14.36 | |||||||||||
138 | $ | 14.73 | 2,128 | $ | 17.81 | ||||||||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Calculations of Earnings (Loss) Per Share | ' | ||||||||||||||||
The calculations of earnings (loss) per share are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic Loss per Common Share: | |||||||||||||||||
Net loss | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Net loss available to common stockholders | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Weighted-average common shares outstanding | 179,840 | 177,625 | 179,439 | 175,678 | |||||||||||||
Basic Loss per Common Share | ($ | 0.09 | ) | ($ | 0.13 | ) | ($ | 0.21 | ) | ($ | 0.2 | ) | |||||
Diluted Loss per Common Share: | |||||||||||||||||
Net loss | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Net loss available to common stockholders | ($ | 17,770 | ) | ($ | 22,876 | ) | ($ | 38,512 | ) | ($ | 34,468 | ) | |||||
Weighted-average common shares outstanding | 179,840 | 177,625 | 179,439 | 175,678 | |||||||||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 0 | 0 | |||||||||||||
Weighted-average common shares outstanding assuming dilution | 179,840 | 177,625 | 179,439 | 175,678 | |||||||||||||
Diluted Loss per Common Share | ($ | 0.09 | ) | ($ | 0.13 | ) | ($ | 0.21 | ) | ($ | 0.2 | ) | |||||
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted (Loss) Earnings Per Share | ' | ||||||||||||||||
The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted (loss) earnings per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 24,177 | 7,038 | 22,086 | 4,229 | |||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||
Goodwill and intangible assets consist of the following: | |||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
(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 | ($ | 249,526 | ) | $ | 196,434 | $ | 445,960 | ($ | 231,634 | ) | $ | 214,326 | |||||||||||
Customer contracts and relationships | 544,073 | (366,336 | ) | 177,737 | 542,205 | (352,560 | ) | 189,645 | |||||||||||||||||
Total | $ | 990,033 | ($ | 615,862 | ) | $ | 374,171 | $ | 988,165 | ($ | 584,194 | ) | $ | 403,971 | |||||||||||
Intangibles not subject to amortization | |||||||||||||||||||||||||
Registered trademarks | $ | 52,000 | $ | 52,000 | |||||||||||||||||||||
Goodwill | 1,190,603 | 1,189,585 | |||||||||||||||||||||||
Total | $ | 1,242,603 | $ | 1,241,585 | |||||||||||||||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||||||||||||||||||
Changes in the carrying amounts of goodwill by reportable segment for the six months ended June 30, 2014 were as follows: | |||||||||||||||||||||||||
(In thousands) | Clinical and | Population | Managed | Total | |||||||||||||||||||||
Financial Solutions | Health | Services | |||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 625,769 | $ | 425,216 | $ | 138,600 | $ | 1,189,585 | |||||||||||||||||
Additions arising from business acquisitions: | |||||||||||||||||||||||||
dbMotion | 0 | 1,018 | 0 | 1,018 | |||||||||||||||||||||
Total additions to goodwill | 0 | 1,018 | 0 | 1,018 | |||||||||||||||||||||
Impairment of goodwill | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Balance as of June 30, 2014 | $ | 625,769 | $ | 426,234 | $ | 138,600 | $ | 1,190,603 | |||||||||||||||||
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Debt Outstanding Excluding Capital Leases | ' | ||||||||||||||||||||||||||||
Debt outstanding, excluding capital leases, consisted of the following: | |||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||
(In thousands) | Principal | Unamortized | Net | Principal | Unamortized | Net | |||||||||||||||||||||||
Balance | Discount | Carrying | Balance | Discount | Carrying | ||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $ | 345,000 | $ | 72,470 | $ | 272,530 | $ | 345,000 | $ | 77,529 | $ | 267,471 | |||||||||||||||||
Senior Secured Credit Facilities (long-term portion) | 266,250 | 1,881 | 264,369 | 280,000 | 2,338 | 277,662 | |||||||||||||||||||||||
Senior Secured Credit Facilities (current portion) | 22,500 | 940 | 21,560 | 16,875 | 982 | 15,893 | |||||||||||||||||||||||
Total debt | $ | 633,750 | $ | 75,291 | $ | 558,459 | $ | 641,875 | $ | 80,849 | $ | 561,026 | |||||||||||||||||
Interest Expense | ' | ||||||||||||||||||||||||||||
Interest expense consisted of the following: | |||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Interest expense | $ | 3,927 | $ | 3,928 | $ | 7,884 | $ | 7,265 | |||||||||||||||||||||
Amortization of discounts | 2,792 | 323 | 5,558 | 323 | |||||||||||||||||||||||||
Amortization of debt issuance costs | 511 | 1,347 | 1,021 | 2,647 | |||||||||||||||||||||||||
Write off of unamortized deferred debt issuance costs | 0 | 3,901 | 0 | 3,901 | |||||||||||||||||||||||||
Total interest expense | $ | 7,230 | $ | 9,499 | $ | 14,463 | $ | 14,136 | |||||||||||||||||||||
Interest Expense Related to Notes | ' | ||||||||||||||||||||||||||||
Interest expense related to the 1.25% Notes was comprised of the following: | |||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Coupon interest at 1.25% | $ | 1,078 | $ | 156 | $ | 2,156 | $ | 156 | |||||||||||||||||||||
Amortization of original issuance discount | 2,543 | 323 | 5,058 | 323 | |||||||||||||||||||||||||
Amortization of debt issuance costs | 295 | 49 | 590 | 49 | |||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $ | 3,916 | $ | 528 | $ | 7,804 | $ | 528 | |||||||||||||||||||||
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities | ' | ||||||||||||||||||||||||||||
The following table summarizes our future principal payment obligations under the 1.25% Notes and the senior secured credit facility as of June 30, 2014: | |||||||||||||||||||||||||||||
(Dollar amounts in thousands) | Total | Remainder of | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||||
2014 | |||||||||||||||||||||||||||||
1.25% Cash Convertible Senior Notes (1) | $ | 345,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 345,000 | |||||||||||||||
Senior Secured Term Loan | 213,750 | 11,250 | 28,125 | 39,375 | 50,625 | 84,375 | 0 | ||||||||||||||||||||||
Senior Secured Revolving Facility | 75,000 | 0 | 0 | 0 | 0 | 75,000 | 0 | ||||||||||||||||||||||
$ | 633,750 | $ | 11,250 | $ | 28,125 | $ | 39,375 | $ | 50,625 | $ | 159,375 | $ | 345,000 | ||||||||||||||||
-1 | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Effective Tax Rates | ' | ||||||||||||||||
The effective tax rates were as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(Dollar amounts in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Loss before income taxes | ($ | 16,093 | ) | ($ | 37,602 | ) | ($ | 35,269 | ) | ($ | 62,391 | ) | |||||
Income tax (provision) benefit | ($ | 1,677 | ) | $ | 14,726 | ($ | 3,243 | ) | $ | 27,923 | |||||||
Effective tax rate | (10.4 | %) | 39.2 | % | (9.2 | %) | 44.8 | % |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Activity Related to Interest Rate Swap Agreement | ' | ||||||||||||||||
We recognized the following activity related to our interest rate swap agreement: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Effective portion | |||||||||||||||||
Current period increase in fair value recognized in OCI | $ | 151 | $ | 296 | $ | 317 | $ | 649 | |||||||||
Tax effect | (59 | ) | (116 | ) | (125 | ) | (252 | ) | |||||||||
Net | $ | 92 | $ | 180 | $ | 192 | $ | 397 | |||||||||
Loss reclassified from OCI to interest expense | $ | 156 | $ | 323 | $ | 355 | $ | 682 | |||||||||
Amount excluded from effectiveness assessment and ineffective portion gain (loss) recognized in other (expense) income, net | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Business_Segments_Tables
Business Segments (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | ' | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue: | |||||||||||||||||
Clinical and Financial Solutions | $ | 214,482 | $ | 220,538 | $ | 419,868 | $ | 438,481 | |||||||||
Population Health | 70,066 | 65,354 | 140,094 | 125,883 | |||||||||||||
Managed Services | 62,991 | 53,426 | 124,912 | 113,158 | |||||||||||||
Unallocated Amounts | 3,757 | 5,509 | 6,707 | 14,371 | |||||||||||||
Total revenue | $ | 351,296 | $ | 344,827 | $ | 691,581 | $ | 691,893 | |||||||||
Gross Profit: | |||||||||||||||||
Clinical and Financial Solutions | $ | 101,725 | $ | 104,975 | $ | 200,757 | $ | 206,565 | |||||||||
Population Health | 47,879 | 42,501 | 96,573 | 80,341 | |||||||||||||
Managed Services | 6,085 | 4,721 | 11,813 | 12,276 | |||||||||||||
Unallocated Amounts | (15,701 | ) | (15,915 | ) | (30,969 | ) | (28,472 | ) | |||||||||
Total gross profit | $ | 139,988 | $ | 136,282 | $ | 278,174 | $ | 270,710 | |||||||||
Income (Loss) from operations: | |||||||||||||||||
Clinical and Financial Solutions | $ | 47,905 | $ | 43,988 | $ | 91,120 | $ | 86,565 | |||||||||
Population Health | 26,120 | 23,469 | 50,399 | 44,584 | |||||||||||||
Managed Services | 6,085 | 4,721 | 11,813 | 12,276 | |||||||||||||
Unallocated Amounts | (89,203 | ) | (100,499 | ) | (174,336 | ) | (200,029 | ) | |||||||||
Total loss from operations | ($ | 9,093 | ) | ($ | 28,321 | ) | ($ | 21,004 | ) | ($ | 56,604 | ) | |||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | Jun. 30, 2014 |
In Millions, unless otherwise specified | |
Accounting Policies [Abstract] | ' |
Unrecognized tax benefit presented as a reduction to deferred tax asset | $4 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Mar. 04, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | dbMotion [Member] | Jardogs [Member] | Jardogs [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] | Selling, General and Administrative Expenses [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] | Selling, General and Administrative Expenses [Member] | Cost of revenue [Member] | Cost of revenue [Member] | Cost of revenue [Member] | Cost of revenue [Member] | System sales [Member] | System sales [Member] | Professional services [Member] | Professional services [Member] | Maintenance [Member] | Maintenance [Member] | |||||||
Acquisition-related Costs [Member] | Acquisition-related Costs [Member] | Acquisition-related Costs [Member] | Acquisition-related Costs [Member] | Acquisition-related Costs [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||||
Employee Compensation Costs [Member] | Employee Compensation Costs [Member] | Employee Compensation Costs [Member] | Employee Compensation Costs [Member] | Seller Transaction Costs [Member] | Acquisition-related Costs [Member] | ||||||||||||||||||||||
Employee Compensation Costs [Member] | |||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of Acquisition | ' | 4-Mar-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4-Mar-13 | ' |
Increase in fair value of the consideration transferred | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in goodwill | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | ' | ' | ' | 1 | 5.6 | 2.8 | 7 | 1 | 1.9 | 2.8 | 2.4 | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | ' | 0.7 |
Additional employee compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional employee compensation expected to be incurred in future, description | ' | ' | ' | ' | ' | 'Additional employee compensation of approximately $0.6 million related to the dbMotion acquisition is expected to be incurred during the remainder of 2014. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of software development costs and acquisition-related assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | 0.6 | 0.3 | 1.8 | 0.3 | 0.7 | 0.5 | 0.1 | 0.8 | 1 | ' | ' | ' | ' |
Aggregate consideration with a fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $24 | ' | ' | ' |
Final_Fair_Value_of_Considerat
Final Fair Value of Consideration Transferred for Acquisition (Detail) (dbMotion [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
dbMotion [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | $140,079 |
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 | $226,178 |
Final_Fair_Value_of_Considerat1
Final Fair Value of Consideration Transferred for Acquisition (Parenthetical) (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
dbMotion [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Common stock, shares | 264,827,000 | 263,474,000 | 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 $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Goodwill | $1,190,603 | $1,189,585 |
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 | 137,649 | ' |
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 | $226,178 | ' |
Proforma_Results_Detail
Proforma Results (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2013 |
dbMotion [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenue | $554 | $728 |
Net loss | -8,693 | -11,540 |
Combined Entity [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenue | 346,162 | 694,422 |
Net loss | ($19,619) | ($42,633) |
Net loss per share, basic and diluted | ($0.11) | ($0.24) |
Summary_of_Financial_Assets_an
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | $231 | $3,524 |
Interest rate swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -141 | -458 |
1.25% Call Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other assets | 103,104 | 104,656 |
Money market funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 3,634 |
Marketable securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Long-term marketable securities | 1,318 | 1,329 |
Cash conversion option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -104,050 | -105,637 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | 0 | 3,634 |
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] | 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] | Money market funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 3,634 |
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] | Cash conversion option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | 0 | 0 |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | 1,177 | 871 |
Level 2 [Member] | Interest rate swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | -141 | -458 |
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] | 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 | 1,318 | 1,329 |
Level 2 [Member] | Cash conversion option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | 0 | 0 |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total | -946 | -981 |
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] | 1.25% Call Option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other assets | 103,104 | 104,656 |
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] | Cash conversion option [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other liabilities | ($104,050) | ($105,637) |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Total consideration for non marketable equity securities | $7.70 | $6 |
Value of equity investment | ' | 4.1 |
Value of commercial agreement | ' | 1.9 |
Carrying value of cost method investment | 10.4 | ' |
Carrying value of equity method investment | $1.40 | ' |
Interest rate on carrying amount, minimum percent | 5.00% | ' |
Interest rate on carrying amount, maximum percent | 10.00% | ' |
1.25% Cash Convertible Senior Notes [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Interest rate | 1.25% | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2011 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Capital Unit [Line Items] | ' | ' | ' | ' | ' | ' |
Stock options granted | ' | 0 | ' | 0 | ' | ' |
Capitalized stock-based compensation costs | ' | $0 | $0 | $0 | $0 | ' |
Share issued, exercise of options and release of stock awards | ' | ' | ' | 1,400,000 | ' | 2,600,000 |
Stock repurchase program, expiring date | 9-May-14 | ' | ' | ' | ' | ' |
Common stock repurchased, shares | ' | ' | ' | 0 | ' | 0 |
Shares settled for tax withholding | ' | ' | ' | 528,000 | 488,000 | ' |
1.25% Warrants [Member] | Commercial Partner [Member] | ' | ' | ' | ' | ' | ' |
Capital Unit [Line Items] | ' | ' | ' | ' | ' | ' |
Number of warrants issued | ' | 1,500,000 | ' | 1,500,000 | ' | ' |
Initial exercise price of warrant per share | ' | 12.94 | ' | 12.94 | ' | ' |
Number of installments | ' | ' | ' | 4 | ' | ' |
Number of warrants vested during period | ' | 375,000 | ' | 375,000 | ' | ' |
Warrant expiration period | ' | ' | ' | '2020-06 | ' | ' |
Fair value recognized as reduction to transaction processing and other revenue | ' | $700,000 | ' | $1,300,000 | ' | ' |
Weighted_Average_Grant_Date_Fa
Weighted Average Grant Date Fair Value Information and Related Valuation Assumptions (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2013 | Jun. 30, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Weighed-average exercise price | $14 | $13.70 |
Expected term ( in years) | '4 years 9 months | '4 years 9 months |
Expected volatility | 55.50% | 55.60% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.80% | 0.80% |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | $12,078 | $10,106 | $22,148 | $18,110 |
Cost of revenue [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 2,047 | 1,637 | 3,385 | 3,019 |
Cost of revenue [Member] | Professional Services [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 858 | 740 | 1,464 | 1,317 |
Cost of revenue [Member] | Maintenance [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 469 | 422 | 799 | 803 |
Cost of revenue [Member] | Transaction processing and other [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 720 | 475 | 1,122 | 899 |
Selling, General and Administrative Expenses [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | 6,940 | 6,086 | 13,118 | 10,812 |
Research and development [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | $3,091 | $2,383 | $5,645 | $4,279 |
StockBased_Awards_Granted_Deta
Stock-Based Awards Granted (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 138 | 2,128 |
Weighted-Average Grant Date Fair Value, granted | $14.73 | $17.81 |
Service-Based Restricted Stock Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 138 | 1,440 |
Weighted-Average Grant Date Fair Value, granted | $14.73 | $18.12 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 0 | 467 |
Weighted-Average Grant Date Fair Value, granted | $0 | $18.51 |
Market Based Restricted Stock Units with a Service Condition [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, granted | 0 | 221 |
Weighted-Average Grant Date Fair Value, granted | $0 | $14.36 |
Calculations_of_Earnings_Loss_
Calculations of Earnings (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net loss | ($17,770) | ($22,876) | ($38,512) | ($34,468) |
Net loss available to common stockholders | -17,770 | -22,876 | -38,512 | -34,468 |
Weighted-average common shares outstanding | 179,840 | 177,625 | 179,439 | 175,678 |
Basic Loss per Common Share | ($0.09) | ($0.13) | ($0.21) | ($0.20) |
Net loss | -17,770 | -22,876 | -38,512 | -34,468 |
Net loss available to common stockholders | ($17,770) | ($22,876) | ($38,512) | ($34,468) |
Weighted-average common shares outstanding | 179,840 | 177,625 | 179,439 | 175,678 |
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 179,840 | 177,625 | 179,439 | 175,678 |
Diluted Loss per Common Share | ($0.09) | ($0.13) | ($0.21) | ($0.20) |
AntiDilutive_Stock_Options_Res
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted (Loss) Earnings Per Share (Detail) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 24,177 | 7,038 | 22,086 | 4,229 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $990,033 | $988,165 |
Accumulated Amortization | -615,862 | -584,194 |
Intangible Assets, Net | 374,171 | 403,971 |
Registered trademarks | 52,000 | 52,000 |
Goodwill | 1,190,603 | 1,189,585 |
Total | 1,242,603 | 1,241,585 |
Proprietary Technology [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 445,960 | 445,960 |
Accumulated Amortization | -249,526 | -231,634 |
Intangible Assets, Net | 196,434 | 214,326 |
Customer Contracts and Relationships [Member] | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 544,073 | 542,205 |
Accumulated Amortization | -366,336 | -352,560 |
Intangible Assets, Net | $177,737 | $189,645 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Additional goodwill recognized | $1,000,000 | $1,018,000 | ' |
Accumulated impairment losses associated with goodwill | ' | $0 | $0 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Goodwill | ' | $1,189,585 | ' |
Additions arising from business acquisitions | 1,000 | 1,018 | ' |
Impairment of goodwill | ' | 0 | ' |
Goodwill, net | ' | 1,190,603 | 1,189,585 |
dbMotion [Member] | ' | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Additions arising from business acquisitions | ' | 1,018 | ' |
Goodwill, net | ' | 137,649 | ' |
Clinical and Financial Solutions [Member] | ' | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Goodwill | ' | 625,769 | ' |
Additions arising from business acquisitions | ' | 0 | ' |
Impairment of goodwill | ' | 0 | ' |
Goodwill, net | ' | 625,769 | ' |
Clinical and Financial Solutions [Member] | dbMotion [Member] | ' | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Additions arising from business acquisitions | ' | 0 | ' |
Population Health [Member] | ' | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Goodwill | ' | 425,216 | ' |
Additions arising from business acquisitions | ' | 1,018 | ' |
Impairment of goodwill | ' | 0 | ' |
Goodwill, net | ' | 426,234 | ' |
Population Health [Member] | dbMotion [Member] | ' | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Additions arising from business acquisitions | ' | 1,018 | ' |
Managed Services [Member] | ' | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Goodwill | ' | 138,600 | ' |
Additions arising from business acquisitions | ' | 0 | ' |
Impairment of goodwill | ' | 0 | ' |
Goodwill, net | ' | 138,600 | ' |
Managed Services [Member] | dbMotion [Member] | ' | ' | ' |
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Additions arising from business acquisitions | ' | $0 | ' |
Debt_Outstanding_Excluding_Cap
Debt Outstanding Excluding Capital Lease Obligations (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Principal Balance | $633,750 | $641,875 |
Unamortized Discount | 75,291 | 80,849 |
Net Carrying Amount | 558,459 | 561,026 |
1.25% Cash Convertible Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Principal Balance | 345,000 | 345,000 |
Unamortized Discount | 72,470 | 77,529 |
Net Carrying Amount | 272,530 | 267,471 |
Senior Secured Credit Facilities (long-term portion) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Principal Balance | 266,250 | 280,000 |
Unamortized Discount | 1,881 | 2,338 |
Net Carrying Amount | 264,369 | 277,662 |
Senior Secured Credit Facilities (current portion) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Principal Balance | 22,500 | 16,875 |
Unamortized Discount | 940 | 982 |
Net Carrying Amount | $21,560 | $15,893 |
Interest_Expense_Detail
Interest Expense (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Interest expense | $3,927 | $3,928 | $7,884 | $7,265 |
Amortization of discounts | 2,792 | 323 | 5,558 | 323 |
Amortization of debt issuance costs | 511 | 1,347 | 1,021 | 2,647 |
Write off of unamortized deferred debt issuance costs | 0 | 3,901 | 0 | 3,901 |
Total interest expense | $7,230 | $9,499 | $14,463 | $14,136 |
Interest_Expense_Related_to_No
Interest Expense Related to Notes (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Coupon interest at 1.25% | $3,927 | $3,928 | $7,884 | $7,265 |
Amortization of original issuance discount | 2,792 | 323 | 5,558 | 323 |
Amortization of debt issuance costs | 511 | 1,347 | 1,021 | 2,647 |
Total interest expense | 7,230 | 9,499 | 14,463 | 14,136 |
1.25% Cash Convertible Senior Notes [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Coupon interest at 1.25% | 1,078 | 156 | 2,156 | 156 |
Amortization of original issuance discount | 2,543 | 323 | 5,058 | 323 |
Amortization of debt issuance costs | 295 | 49 | 590 | 49 |
Total interest expense | $3,916 | $528 | $7,804 | $528 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Debt Instrument [Line Items] | ' |
Letters of credit outstanding | $1.30 |
Senior secured credit facility interest rate spread | 2.75% |
Unamortized deferred debt issuance costs | 10.5 |
Senior Secured Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Borrowings outstanding in term loan | 213.8 |
Total interest rate | 2.90% |
Senior Secured Revolving Facility [Member] | ' |
Debt Instrument [Line Items] | ' |
Credit facility, amount borrowed | 75 |
Total interest rate | 2.90% |
Credit facility, amount available | $348.70 |
1.25% Cash Convertible Senior Notes [Member] | ' |
Debt Instrument [Line Items] | ' |
Interest rate | 1.25% |
Summary_of_Future_Payment_Obli
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total | $633,750 | $641,875 |
Remainder of 2014 | 11,250 | ' |
2015 | 28,125 | ' |
2016 | 39,375 | ' |
2017 | 50,625 | ' |
2018 | 159,375 | ' |
Thereafter | 345,000 | ' |
1.25% Cash Convertible Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 345,000 | 345,000 |
Remainder of 2014 | 0 | ' |
2015 | 0 | ' |
2016 | 0 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
Thereafter | 345,000 | ' |
Senior Secured Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 213,750 | ' |
Remainder of 2014 | 11,250 | ' |
2015 | 28,125 | ' |
2016 | 39,375 | ' |
2017 | 50,625 | ' |
2018 | 84,375 | ' |
Thereafter | 0 | ' |
Senior Secured Revolving Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 75,000 | ' |
Remainder of 2014 | 0 | ' |
2015 | 0 | ' |
2016 | 0 | ' |
2017 | 0 | ' |
2018 | 75,000 | ' |
Thereafter | $0 | ' |
Summary_of_Future_Payment_Obli1
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
1.25% notes maturity period | 1-Jul-20 |
Effective_Tax_Rates_Detail
Effective Tax Rates (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Loss before income taxes | ($16,093) | ($37,602) | ($35,269) | ($62,391) |
Income tax (provision) benefit | ($1,677) | $14,726 | ($3,243) | $27,923 |
Effective tax rate | -10.40% | 39.20% | -9.20% | 44.80% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Valuation Allowance | $8 | $17.80 | ' |
Cumulative operating income loss period considered | ' | '3 years | ' |
Unrecognized income tax benefits | $18.20 | $18.20 | $18.30 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||
Oct. 29, 2010 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 29, 2010 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 18, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Interest rate swap [Member] | Interest rate swap [Member] | Interest rate swap [Member] | 1.25% Notes Embedded Cash Conversion Options [Member] | 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] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | Level 3 [Member] | Level 3 [Member] | ||||||
Short [Member] | Short [Member] | Short [Member] | Short [Member] | Short [Member] | Short [Member] | Short [Member] | Short [Member] | 1.25% Call Option [Member] | 1.25% Call Option [Member] | ||||||||||||
1.25% Notes Embedded Cash Conversion Options [Member] | 1.25% Notes Embedded Cash Conversion Options [Member] | 1.25% Notes Embedded Cash Conversion Options [Member] | 1.25% Notes Embedded Cash Conversion Options [Member] | Fair Value Measurements [Member] | Fair Value Measurements [Member] | ||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $103,100,000 | $104,700,000 |
Gain (Loss) on call options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -31,500,000 | -1,700,000 | -1,600,000 | -1,700,000 | 31,600,000 | 1,700,000 | 1,600,000 | 1,700,000 | ' | ' |
Fair value liability of embedded cash conversion option | ' | ' | ' | ' | ' | ' | ' | ' | 104,100,000 | 105,600,000 | 82,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap agreement effective date | 29-Oct-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of interest rate swap agreement | ' | ' | ' | ' | ' | 75,000,000 | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap agreement termination date | 31-Oct-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective fixed interest rate for swap agreement | ' | 0.90% | ' | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of interest rate swap agreement | ' | ' | ' | ' | ' | 100,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative losses included in OCI to be reclassified into earnings within next 12 months | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable effective interest rate for swap agreement | ' | 2.90% | ' | 2.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (losses) reclassified from OCI into earnings due to forecasted transactions that failed to occur | ' | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Activity_Related_to_Interest_R
Activity Related to Interest Rate Swap Agreement (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ' | ' | ' |
Current period increase in fair value recognized in OCI | $151 | $296 | $317 | $649 |
Tax effect | -59 | -116 | -125 | -252 |
Unrealized gain on interest rate swap, net of tax | 92 | 180 | 192 | 397 |
Loss reclassified from OCI to interest expense | 156 | 323 | 355 | 682 |
Amount excluded from effectiveness assessment and ineffective portion gain (loss) recognized in other (expense) income, net | $0 | $0 | $0 | $0 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | |
Jun. 30, 2014 | 1-May-12 | Feb. 26, 2013 | |
Minimum [Member] | |||
Cardinal Health 200, LLC [Member] | |||
Loss Contingencies [Line Items] | ' | ' | ' |
Contingency allegations | 'Counterclaims against the plaintiff 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 |
Business_Segments_Additional_I
Business Segments - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Nov. 30, 2013 | Jun. 30, 2014 | |
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 $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $351,296 | $344,827 | $691,581 | $691,893 |
Gross Profit | 139,988 | 136,282 | 278,174 | 270,710 |
Income (Loss) from operations | -9,093 | -28,321 | -21,004 | -56,604 |
Unallocated Amounts [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 3,757 | 5,509 | 6,707 | 14,371 |
Gross Profit | -15,701 | -15,915 | -30,969 | -28,472 |
Income (Loss) from operations | -89,203 | -100,499 | -174,336 | -200,029 |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 214,482 | 220,538 | 419,868 | 438,481 |
Gross Profit | 101,725 | 104,975 | 200,757 | 206,565 |
Income (Loss) from operations | 47,905 | 43,988 | 91,120 | 86,565 |
Population Health [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 70,066 | 65,354 | 140,094 | 125,883 |
Gross Profit | 47,879 | 42,501 | 96,573 | 80,341 |
Income (Loss) from operations | 26,120 | 23,469 | 50,399 | 44,584 |
Managed Services [Member] | Operating Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 62,991 | 53,426 | 124,912 | 113,158 |
Gross Profit | 6,085 | 4,721 | 11,813 | 12,276 |
Income (Loss) from operations | $6,085 | $4,721 | $11,813 | $12,276 |
North_American_Site_Consolidat1
North American Site Consolidation Plan - Additional Information (Detail) (North American Site Consolidation Plan [Member], USD $) | 3 Months Ended | 6 Months Ended | ||||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Feb. 18, 2013 |
Office | ||||||
Warehouse | ||||||
North American Site Consolidation Plan [Member] | ' | ' | ' | ' | ' | ' |
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 (benefits) | ($0.10) | $2.80 | ($2.10) | $13.80 | ' | ' |
Payments of severance costs | ' | ' | 1.7 | ' | ' | ' |
Accrued severance costs | $0.40 | $11.20 | $0.40 | $11.20 | $4.20 | ' |