Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MDRX | |
Entity Registrant Name | ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | |
Entity Central Index Key | 1124804 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 180,857,921 |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $88,480 | $53,173 |
Accounts receivable, net of allowance of $35,917 and $36,047 as of March 31, 2015 and December 31, 2014, respectively | 325,237 | 331,625 |
Deferred taxes, net | 35,651 | 35,615 |
Prepaid expenses and other current assets | 108,020 | 102,398 |
Total current assets | 557,388 | 522,811 |
Long-term marketable securities | 0 | 1,305 |
Fixed assets, net | 140,116 | 145,830 |
Software development costs, net | 83,485 | 86,153 |
Intangible assets, net | 387,047 | 403,362 |
Goodwill | 1,200,290 | 1,200,746 |
Deferred taxes, net | 708 | 708 |
Other assets | 135,720 | 147,249 |
Total assets | 2,504,754 | 2,508,164 |
Current liabilities: | ||
Accounts payable | 82,656 | 70,824 |
Accrued expenses | 63,267 | 78,967 |
Accrued compensation and benefits | 39,846 | 51,062 |
Deferred revenue | 322,111 | 293,022 |
Deferred taxes, net | 21 | 21 |
Current maturities of long-term debt and capital lease obligations | 30,286 | 27,504 |
Total current liabilities | 538,187 | 521,400 |
Long-term debt | 542,399 | 548,682 |
Deferred revenue | 23,047 | 23,168 |
Deferred taxes, net | 56,010 | 55,437 |
Other liabilities | 67,024 | 75,257 |
Total liabilities | 1,226,667 | 1,223,944 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of March 31, 2015 and December 31, 2014; 265,484 and 180,812 shares issued and outstanding as of March 31, 2015, respectively; 265,138 and 180,466 shares issued and outstanding as of December 31, 2014, respectively | 2,655 | 2,651 |
Treasury stock: at cost, 84,672 as of March 31, 2015 and December 31, 2014 | -278,036 | -278,036 |
Additional paid-in capital | 1,754,747 | 1,749,593 |
Accumulated deficit | -198,093 | -188,009 |
Accumulated other comprehensive loss | -3,186 | -1,979 |
Total stockholders’ equity | 1,278,087 | 1,284,220 |
Total liabilities and stockholders’ equity | $2,504,754 | $2,508,164 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | |||
Statement Of Financial Position [Abstract] | |||
Accounts receivable, allowance | $35,917 | $36,047 | |
Preferred stock, par value | $0.01 | $0.01 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $0.01 | $0.01 | |
Common stock, shares authorized | 349,000,000 | 349,000,000 | |
Common stock, shares issued | 265,484,000 | 265,138,000 | |
Common stock, shares outstanding | 180,812,000 | 180,466,000 | |
Treasury stock at cost, shares | 84,672,000 | 84,672,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Software delivery, Support and Maintenance | $227,559 | $227,390 |
Client services | 106,993 | 112,895 |
Total revenue | 334,552 | 340,285 |
Cost of revenue: | ||
Software delivery, Support and Maintenance | 76,687 | 75,203 |
Client services | 107,159 | 105,865 |
Amortization of software development and acquisition-related assets | 20,916 | 21,031 |
Total cost of revenue | 204,762 | 202,099 |
Gross profit | 129,790 | 138,186 |
Selling, general and administrative expenses | 82,029 | 89,946 |
Research and development | 46,727 | 52,305 |
Asset impairment charges | 26 | 195 |
Amortization of intangible and acquisition-related assets | 6,703 | 7,651 |
Loss from operations | -5,695 | -11,911 |
Interest expense | -7,256 | -7,233 |
Other income (expense), net | 1,886 | -32 |
Loss before income taxes | -11,065 | -19,176 |
Income tax benefit (provision) | 981 | -1,566 |
Net loss | ($10,084) | ($20,742) |
Loss per share - basic and diluted | ($0.06) | ($0.12) |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | ($10,084) | ($20,742) |
Other comprehensive (loss) income, net of taxes: | ||
Change in unrealized gains on marketable securities, net of tax | -139 | 2 |
Derivatives qualifying as hedges: | ||
Unrealized loss on interest rate swap | 0 | -33 |
Reclassification adjustment for loss included in net loss | 0 | 199 |
Tax effect | 0 | -66 |
Unrealized gain on interest rate swap, net of tax | 0 | 100 |
Change in foreign currency translation adjustments | -1,068 | -61 |
Total other comprehensive (loss) income | -1,207 | 41 |
Comprehensive loss | ($11,291) | ($20,701) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($10,084) | ($20,742) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 41,661 | 45,127 |
Stock-based compensation expense | 9,120 | 10,070 |
Excess tax benefits from stock-based compensation | -2 | -1,132 |
Deferred taxes | -949 | 4,398 |
Asset impairment charges | 26 | 195 |
Other losses, net | 965 | 1,463 |
Changes in operating assets and liabilities (net of businesses acquired): | ||
Accounts receivable, net | 5,244 | -28,178 |
Prepaid expenses and other assets | -1,960 | 2,363 |
Accounts payable | 11,817 | -889 |
Accrued expenses | -15,365 | -14,255 |
Accrued compensation and benefits | -11,136 | -27,027 |
Deferred revenue | 29,240 | 54,248 |
Other liabilities | -47 | -4,353 |
Net cash provided by operating activities | 58,530 | 21,288 |
Cash flows from investing activities: | ||
Capital expenditures | -6,115 | -11,945 |
Capitalized software | -9,315 | -9,144 |
Purchases of non-marketable securities, other investments and related intangible assets | -750 | -5,968 |
Sales and maturities of marketable securities and other investments | 1,305 | 19 |
Proceeds received from sale of fixed assets | 7 | 55 |
Net cash used in investing activities | -14,868 | -26,983 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 40 | 1,673 |
Excess tax benefits from stock-based compensation | 2 | 1,132 |
Taxes paid related to net share settlement of equity awards | -2,207 | -3,184 |
Payments of capital lease obligations | -68 | -110 |
Credit facility payments | -20,625 | -30,313 |
Credit facility borrowings | 15,000 | 15,000 |
Net cash used in financing activities | -7,858 | -15,802 |
Effect of exchange rate changes on cash and cash equivalents | -497 | 123 |
Net increase (decrease) in cash and cash equivalents | 35,307 | -21,374 |
Cash and cash equivalents, beginning of period | 53,173 | 62,954 |
Cash and cash equivalents, end of period | $88,480 | $41,580 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies |
Principles of Consolidation | |
The consolidated financial statements include the accounts of Allscripts Healthcare Solutions, Inc. and 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. | |
Reclassification | |
During the three months ended March 31, 2015, we adopted a revised presentation of revenue and the associated cost of revenue in our consolidated statement of operations, which we believe is better aligned with and representative of the amount and profitability of our overall software and services revenue streams, as well as with the way we manage our business, review our operating performance and market our products. In recent years, we have experienced a continued shift in customer preferences from up-front software license, and associated support and maintenance, agreements to hosted subscription-based agreements. Under our previous presentation, the revenue and cost of revenue of each of these types of agreements were reported under separate revenue categories. By combining these separate revenue categories, we believe that our revised presentation better reflects the overall trend in our software delivery, support and maintenance sales. | |
Under the revised presentation, revenue is reported based on two categories: (i) software delivery, support and maintenance, and (ii) client services. Previously, revenue was presented based on four categories: system sales, professional services, maintenance, and transaction processing and other. Software delivery, support and maintenance revenue consists of our previous system sales, maintenance and transaction processing and other revenue categories, excluding outsourcing and remote hosting managed IT services revenue previously included in transaction processing and other revenue. Client services revenue consists of our previous professional services category and outsourcing and remote hosting managed IT services revenue. The comparable 2014 quarterly period was revised for the new presentation. Total revenue and cost of revenue previously reported for the three months ended March 31, 2014 were not affected by this change in presentation. | |
Unaudited Interim Financial Information | |
The unaudited interim consolidated financial statements as of and for the three months ended March 31, 2015 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 months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. | |
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC's rules and regulations for interim reporting. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 (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. | |
Accounting Pronouncements Not yet Adopted | |
In May 2014, the Financial Accounting Standards Board (“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 us for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. On April 29, 2015, the FASB issued for public comment a proposal to defer the effective date of ASU 2014-09 by one year. Additionally, the proposal would permit companies to adopt the new revenue standard early, but not before the original effective date of December 15, 2016. We are currently in the process of evaluating this new guidance. | |
In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 changes the presentation of debt issuance costs by requiring that such costs be presented on the balance sheet as a direct deduction from the related debt liability, rather than as an asset. The new accounting guidance is to be applied retrospectively and will be effective for us beginning in the first quarter of fiscal year 2016. Early application is permitted. We are currently evaluating the impact of this accounting guidance, but do not expect it to have a material impact on our consolidated financial statements. | |
We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements. | |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||
Fair Value Measurements | 2. 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. There were no outstanding money market funds investments as of March 31, 2015 and December 31, 2014. | |||||||||||||||||||||||||||||||||||
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, which consist of mortgage and asset-backed bonds. We sold all of our marketable securities during the three months ended March 31, 2015. Prior to the sale, marketable securities were 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 was an interest rate swap contract that expired in October 2014. Prior to expiration, the interest rate swap contract was 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 8, “Derivative Financial Instruments”) asset and the embedded cash conversion option liability. Refer to Note 6, “Debt,” and Note 8, “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 the fair value as of March 31, 2015 and December 31, 2014 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, we believe the sensitivity of changes in the unobservable inputs to the option pricing model for these 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 | 31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||||||||||||
(In thousands) | Classifications | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Marketable | Long-term marketable | 0 | 0 | 0 | 0 | 0 | 1,305 | 0 | 1,305 | ||||||||||||||||||||||||||
securities | securities | ||||||||||||||||||||||||||||||||||
1.25% Call | Other assets | 0 | 0 | 49,882 | 49,882 | 0 | 0 | 57,091 | 57,091 | ||||||||||||||||||||||||||
Option | |||||||||||||||||||||||||||||||||||
Cash conversion | Other liabilities | 0 | 0 | (50,605 | ) | (50,605 | ) | 0 | 0 | (57,839 | ) | (57,839 | ) | ||||||||||||||||||||||
option | |||||||||||||||||||||||||||||||||||
Total | $ | 0 | $ | 0 | $ | (723 | ) | $ | (723 | ) | $ | 0 | $ | 1,305 | $ | (748 | ) | $ | 557 | ||||||||||||||||
During 2014, we acquired certain non-marketable equity securities of four third parties and entered into new, or amended existing, commercial agreements with each of those third parties to license and distribute their products and services, for a total consideration of approximately $21.1 million. The equity investments and the commercial agreements were valued at approximately $19.2 million and $1.9 million, respectively. Three of the equity investments acquired during 2014 are accounted for under the cost method, and one of the equity investments is accounted for under the equity method. The carrying values of the cost method investments and the equity method investment were approximately $17.8 million and $1.0 million, respectively, as of both March 31, 2015 and December 31, 2014. These carrying values are included in other assets and the carrying value of the above-referenced commercial agreements is included in intangible assets, net, in the accompanying consolidated balance sheets as of March 31, 2015 and December 31, 2014. It is not practicable to estimate the fair value of our equity investments primarily because of their illiquidity and restricted marketability. The factors we considered in trying to determine fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and the issuer’s subsequent or planned raises of capital. We did not acquire any other non-marketable securities during the three months ended March 31, 2015. | |||||||||||||||||||||||||||||||||||
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, the carrying amount of our 1.25% Cash Convertible Senior Notes (the “1.25% Notes”) approximates fair value as of March 31, 2015, since the effective interest rate on the 1.25% Notes approximates current market rates. See Note 6, “Debt,” for further information regarding our long-term financial liabilities. | |||||||||||||||||||||||||||||||||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Shareholders' Equity | 3. 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. No stock options were granted during the three months ended March 31, 2015 and 2014. | |||||||||
Stock-based compensation expense recognized during the three months ended March 31, 2015 and 2014 is included in our consolidated statements of operations as shown in the below table. No stock-based compensation costs were capitalized during the three months ended March 31, 2015 and 2014. | |||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Cost of revenue: | |||||||||
Software delivery, Support and Maintenance | $ | 1,096 | $ | 380 | |||||
Client services | 1,408 | 958 | |||||||
Total cost of revenue | 2,504 | 1,338 | |||||||
Selling, general and administrative expenses | 5,011 | 6,178 | |||||||
Research and development | 2,003 | 2,554 | |||||||
Total stock-based compensation expense | $ | 9,518 | $ | 10,070 | |||||
We granted stock-based awards as follows: | |||||||||
Three Months Ended March 31, 2015 | |||||||||
Weighted-Average | |||||||||
Grant Date | |||||||||
(In thousands, except per share amounts) | Shares | Fair Value | |||||||
Service-based restricted stock units | 1,943 | $ | 11.75 | ||||||
Performance-based restricted stock units with a service condition | 292 | $ | 12.17 | ||||||
Market-based restricted stock units with a service condition | 497 | $ | 12.53 | ||||||
2,732 | $ | 11.94 | |||||||
During the three months ended March 31, 2015 and the year ended December 31, 2014, approximately 0.3 million and 1.7 million shares of stock, respectively, were issued in connection with the exercise of options and the release of restrictions on stock awards. | |||||||||
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 2015 and 2014 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 three months ended March 31, 2015 and 2014 were 179 thousand and 174 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 was valued based on an option pricing model that uses observable and unobservable market data for inputs. The warrant was valued at approximately $10.2 million and is being amortized into earnings over the four year vesting period. The amortization of the warrant value is included in stock-based compensation expense in the accompanying consolidated statements of cash flows. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings (Loss) Per Share | 4. 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 March 31, | |||||||||
(In thousands, except per share amounts) | 2015 | 2014 | |||||||
Basic Loss per Common Share: | |||||||||
Net loss | $ | (10,084 | ) | $ | (20,742 | ) | |||
Net loss available to common stockholders | $ | (10,084 | ) | $ | (20,742 | ) | |||
Weighted-average common shares outstanding | 180,581 | 179,033 | |||||||
Basic Loss per Common Share | $ | (0.06 | ) | $ | (0.12 | ) | |||
Diluted Loss per Common Share: | |||||||||
Net loss | $ | (10,084 | ) | $ | (20,742 | ) | |||
Net loss available to common stockholders | $ | (10,084 | ) | $ | (20,742 | ) | |||
Weighted-average common shares outstanding | 180,581 | 179,033 | |||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | |||||||
Weighted-average common shares outstanding assuming dilution | 180,581 | 179,033 | |||||||
Diluted Loss per Common Share | $ | (0.06 | ) | $ | (0.12 | ) | |||
As a result of our net loss available to common stockholders for the three months ended March 31, 2015 and 2014, 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 March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 25,144 | 21,721 | |||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets | ||||||||||||||||||||||||
Goodwill and intangible assets consist of the following: | |||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Intangible | Carrying | Accumulated | Intangible | ||||||||||||||||||||
(In thousands) | Amount | Amortization | Assets, Net | Amount | Amortization | Assets, Net | |||||||||||||||||||
Intangibles subject to amortization: | |||||||||||||||||||||||||
Proprietary technology | $ | 450,856 | $ | (276,572 | ) | $ | 174,284 | $ | 451,087 | $ | (267,547 | ) | $ | 183,540 | |||||||||||
Customer contracts and relationships | 550,008 | (389,245 | ) | 160,763 | 550,287 | (382,465 | ) | 167,822 | |||||||||||||||||
Total | $ | 1,000,864 | $ | (665,817 | ) | $ | 335,047 | $ | 1,001,374 | $ | (650,012 | ) | $ | 351,362 | |||||||||||
Intangibles not subject to amortization: | |||||||||||||||||||||||||
Registered trademarks | $ | 52,000 | $ | 52,000 | |||||||||||||||||||||
Goodwill | 1,200,290 | 1,200,746 | |||||||||||||||||||||||
Total | $ | 1,252,290 | $ | 1,252,746 | |||||||||||||||||||||
We revised our reportable segments effective January 1, 2015. Our revised reportable segments are (i) Clinical and Financial Solutions and (ii) Population Health. Refer to Note 10, “Business Segments” for additional information. | |||||||||||||||||||||||||
As a result of the revision of our reportable segments, we assessed our revised reporting units and allocated goodwill previously assigned to our former Outsourcing and Remote Hosting reporting units to our other reporting units. The allocated goodwill balances could be attributed to specific services associated with products purchased as part of businesses we previously acquired and, therefore, were allocated to the reporting units where such products are currently managed and sold. The resulting allocation of goodwill to our revised reportable segments is shown below. | |||||||||||||||||||||||||
We performed our annual goodwill impairment test as of October 1, 2014, our annual testing date, and again as of January 1, 2015 in conjunction with the revision of our reportable segments and related allocation of goodwill to our revised reporting units. The fair value of each reporting unit substantially exceeded its carrying value and no indicators of impairment were identified as a result of both tests. | |||||||||||||||||||||||||
Changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2015 were as follows: | |||||||||||||||||||||||||
Clinical and | Population | ||||||||||||||||||||||||
(In thousands) | Financial Solutions | Health | Total | ||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 774,512 | $ | 426,234 | $ | 1,200,746 | |||||||||||||||||||
Foreign exchange translation | (456 | ) | 0 | (456 | ) | ||||||||||||||||||||
Balance as of March 31, 2015 | $ | 774,056 | $ | 426,234 | $ | 1,200,290 | |||||||||||||||||||
There were no accumulated impairment losses associated with our goodwill as of March 31, 2015 or December 31, 2014. | |||||||||||||||||||||||||
Debt
Debt | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||
Debt | 6. Debt | ||||||||||||||||||||||||||||
Debt outstanding, excluding capital leases, consisted of the following: | |||||||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||||||
Principal | Unamortized | Net Carrying | Principal | Unamortized | Net Carrying | ||||||||||||||||||||||||
(In thousands) | Balance | Discount | Amount | Balance | Discount | Amount | |||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $ | 345,000 | $ | 64,623 | $ | 280,377 | $ | 345,000 | $ | 67,276 | $ | 277,724 | |||||||||||||||||
Senior Secured Credit Facility (long- | 263,275 | 1,253 | 262,022 | 272,410 | 1,452 | 270,958 | |||||||||||||||||||||||
term portion) | |||||||||||||||||||||||||||||
Senior Secured Credit Facility (current | 30,937 | 853 | 30,084 | 28,125 | 886 | 27,239 | |||||||||||||||||||||||
portion) | |||||||||||||||||||||||||||||
Total debt | $ | 639,212 | $ | 66,729 | $ | 572,483 | $ | 645,535 | $ | 69,614 | $ | 575,921 | |||||||||||||||||
Interest expense consisted of the following: | |||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||
(In thousands) | 2015 | 2014 | |||||||||||||||||||||||||||
Interest expense | $ | 3,861 | $ | 3,957 | |||||||||||||||||||||||||
Amortization of discounts | 2,885 | 2,766 | |||||||||||||||||||||||||||
Amortization of debt issuance costs | 510 | 510 | |||||||||||||||||||||||||||
Total interest expense | $ | 7,256 | $ | 7,233 | |||||||||||||||||||||||||
Interest expense related to the 1.25% Notes was comprised of the following: | |||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||
(In thousands) | 2015 | 2014 | |||||||||||||||||||||||||||
Coupon interest at 1.25% | $ | 1,078 | $ | 1,078 | |||||||||||||||||||||||||
Amortization of original issuance discount | 2,653 | 2,515 | |||||||||||||||||||||||||||
Amortization of debt issuance costs | 295 | 295 | |||||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $ | 4,026 | $ | 3,888 | |||||||||||||||||||||||||
There have been no significant changes in our senior secured credit facility agreement from those disclosed in our Form 10-K. As of March 31, 2015, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount. | |||||||||||||||||||||||||||||
As of March 31, 2015, $196.9 million under a term loan, $97.3 million under a revolving credit facility, and $0.9 million in letters of credit were outstanding under our senior secured credit facility. Borrowings under the revolving credit facility as of such date consisted of $82.5 million denominated in US Dollars and $14.8 million, or the equivalent of 10.0 million British Pounds Sterling, denominated in a foreign currency. As of March 31, 2015, the interest rate on the US Dollars-denominated borrowings under our senior secured credit facility was LIBOR plus 2.75%, which totaled 2.93%, and the interest rate on the British Pound Sterling-denominated borrowings was 3.00%. We were in compliance with all covenants under our senior secured credit facility agreement as of March 31, 2015. Unamortized deferred debt issuance costs totaled $9.0 million and are included within other assets on our consolidated balance sheet as of March 31, 2015. | |||||||||||||||||||||||||||||
As of March 31, 2015, we had $326.4 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 revolving 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 payment obligations under the 1.25% Notes and the senior secured credit facility as of March 31, 2015: | |||||||||||||||||||||||||||||
Remainder of | |||||||||||||||||||||||||||||
(In thousands) | Total | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||||
1.25% Cash Convertible Senior | $ | 345,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 345,000 | |||||||||||||||
Notes (1) | |||||||||||||||||||||||||||||
Senior Secured Term Loan | 196,875 | 22,500 | 39,375 | 50,625 | 84,375 | 0 | 0 | ||||||||||||||||||||||
Senior Secured Revolving Facility | 97,337 | 0 | 0 | 0 | 97,337 | 0 | 0 | ||||||||||||||||||||||
Total debt | $ | 639,212 | $ | 22,500 | $ | 39,375 | $ | 50,625 | $ | 181,712 | $ | 0 | $ | 345,000 | |||||||||||||||
(1) Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Income_Taxes
Income Taxes | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 7. Income Taxes | ||||||||
We account for income taxes under FASB Accounting Standards Codification 740, Income Taxes (“ASC 740”). We calculate the quarterly tax provision consistent with the guidance provided by ASC 740-270, whereby we forecast the estimated annual effective tax rate and then apply that rate to the year-to-date pre-tax book (loss) income. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective rate, including factors such as the valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, or changes in or the interpretation of tax laws in jurisdictions where the Company conducts business. There is no tax benefit recognized on certain of the net operating losses incurred due to insufficient evidence supporting the Company’s ability to use these losses in the future. The effective tax rates were as follows: | |||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Loss before income taxes | $ | (11,065 | ) | $ | (19,176 | ) | |||
Income tax benefit (provision) | $ | 981 | $ | (1,566 | ) | ||||
Effective tax rate | 8.9 | % | (8.2 | %) | |||||
Our effective tax rate for the three months ended March 31, 2015 is higher compared with the prior year comparable period. The income tax benefit (provision) for the three months ended March 31, 2015 does not include any tax benefit for year to date losses based on our estimate of the overall annual results of operation for 2015, whereas the income tax benefit (provision) for the three months ended March 31, 2014 includes a $10 million valuation allowance against federal and foreign net operating loss carryforwards. As of the date of this Form 10-Q, the research and development credit had not been reinstated for 2015 and future years and, therefore, no estimate for this credit has been included in our effective tax rate for 2015. | |||||||||
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). No additional valuation allowance was recorded during the three months ended March 31, 2015 related to deferred tax assets associated with net operating loss carryforwards. | |||||||||
Our unrecognized income tax benefits were $15.3 million as of both March 31, 2015 and December 31, 2014, respectively. 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 | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||||||
Derivative Financial Instruments | 8. Derivative Financial Instruments | ||||||||
1.25% Call Option | |||||||||
In June 2013, concurrent with the issuance of the 1.25% Notes, 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 2, “Fair Value Measurements.” The fair value of the 1.25% Call Option as of March 31, 2015 and December 31, 2014 was approximately $49.9 million and $57.1 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 (expense), net. For the three months ended March 31, 2015 and 2014, the change in the fair value of the 1.25% Call Option resulted in a loss of approximately $7.2 million and a gain of approximately $29.9 million, respectively. Because the terms of the 1.25% Call Option are substantially similar to those of the 1.25% Notes embedded cash conversion option, discussed below, we expect the net effect of those two derivative instruments on our earnings to be minimal. | |||||||||
1.25% Notes Embedded Cash Conversion Option | |||||||||
The embedded cash conversion option within the 1.25% Notes is required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of operations in other income (expense), 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 2, “Fair Value Measurements.” The fair value of the embedded cash conversion option as of March 31, 2015 and December 31, 2014 was approximately $50.6 million and $57.8 million, respectively. For the three months ended March 31, 2015 and 2014, the change in the fair value of the embedded cash conversion option resulted in a gain of approximately $7.2 million and a loss of approximately $30.0 million, respectively. The gain and loss from the change in the fair value of the embedded cash conversion option for the three months ended March 31, 2015 and 2014, respectively, were slightly higher than the loss and gain recognized on the 1.25% Call Option over the same periods. | |||||||||
Interest Rate Swap Agreement | |||||||||
We previously had entered into an interest rate swap agreement with an effective date of October 29, 2010, which expired on October 31, 2014. The change in the fair value of this now-expired interest rate swap agreement was previously recognized in other comprehensive (loss) income, with the corresponding amount included in other assets or other liabilities in our consolidated balance sheets. We recognized the following activity related to this now-expired interest rate swap agreement: | |||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Effective portion: | |||||||||
Current period increase in fair value recognized in other comprehensive (loss) | $ | 0 | $ | 166 | |||||
income, net | |||||||||
Tax effect | 0 | (66 | ) | ||||||
Net | $ | 0 | $ | 100 | |||||
Loss reclassified from accumulated other comprehensive loss to interest expense | $ | 0 | $ | 199 | |||||
Amount excluded from effectiveness assessment and ineffective portion gain | $ | 0 | $ | 0 | |||||
(loss) recognized in other income (expense), net | |||||||||
As of March 31, 2015, we did not have any outstanding interest rate swap agreements. No gains (losses) were reclassified from other comprehensive (loss) income into earnings as a result of forecasted transactions that failed to occur during the three months ended March 31, 2014. | |||||||||
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 9. 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 matter. | |
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, for which the plaintiff has moved for reconsideration. No trial date has been scheduled. | |
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. The plaintiff must file a motion for class certification by October 2, 2015. 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. 5,823,948. The amended complaint seeks an unspecified amount of damages and interest, as well as injunctive relief. The case is currently stayed by order of the Court. | |
On May 15, 2014, Medfusion, Inc. filed a complaint in the Superior Court of Wake County, North Carolina, against us. The complaint alleges, among other things, breach of contract, fraudulent inducement, fraud, and violation of North Carolina’s unfair methods of competition and unfair or deceptive trade practices statutes by us in connection with a previous commercial agreement between the parties. Certain of these claims were dismissed by the court on March 31, 2015. The complaint seeks an unspecified amount of damages and interest. The case is currently scheduled for trial in February 2016. | |
Other Matters | |
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. In April 2015, the Court granted a motion for preliminary approval of the class settlement in this lawsuit. Assuming the settlement is finally approved, our management does not believe we will incur a material loss in excess of a recorded accrual with respect to this matter. |
Business_Segments
Business Segments | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Business Segments | 10. Business Segments | ||||||||
We primarily derive our revenues from sales of our proprietary software (either as a direct license sale or under a subscription delivery model), which also serve as the basis for our recurring service contracts for software support and maintenance and certain transaction-related services. In addition, we provide various other client services, including installation, and outsourcing and remote hosting managed IT services. | |||||||||
We revised our reportable segments effective January 1, 2015. Prior to this change, we used three reportable segments: Clinical and Financial Solutions, Population Health, and Managed Services. We revised our reportable segments in order to better align our reporting structure with our chief operating decision maker’s (our “CODM”) management of resource allocation and performance assessment. These changes also completed our transition, which we initiated in 2013, from a functional organization to a strategic business unit model aligned with our key solutions. | |||||||||
Under our new reporting structure, the revenue and related costs associated with providing outsourcing and remote hosting managed IT services are allocated to our other strategic business units based on the underlying solutions to which these services relate. Outsourcing and remote hosting managed IT services were previously each deemed to be individual strategic business units and were aggregated into our Managed Services reportable segment. After the finalization of the changes to our reporting structure, we identified seven operating segments, which were aggregated into two reportable segments: (i) Clinical and Financial Solutions and (ii) Population Health. Segment data for the three month period ended March 31, 2014 presented in the table below has been restated to conform to the current year’s presentation. | |||||||||
The Clinical and Financial Solutions segment includes our Sunrise, 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 and financial and information solutions, which primarily include Electronic Health Record-related software, financial and practice management software, related installation, support and maintenance, outsourcing, hosting, training, 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 population health management and coordinated care solutions, which are mainly targeted at hospitals, health systems, other care facilities, and Accountable Care Organizations. These solutions enable clients to connect, transition, analyze, and coordinate care across the entire care community. | |||||||||
Our CODM uses segment revenues, gross profit and income from operations as measures of performance and to allocate resources. In determining these performance measures, we do not include in revenue the amortization of acquisition-related deferred revenue adjustments, which reflect the fair value adjustments to deferred revenues acquired in a business acquisition. 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, as well as revenue and the associated cost from the resale of certain ancillary products, primarily hardware. We do not track our assets by segment. | |||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Revenue: | |||||||||
Clinical and Financial Solutions | $ | 255,316 | $ | 267,194 | |||||
Population Health | 73,440 | 70,141 | |||||||
Unallocated Amounts | 5,796 | 2,950 | |||||||
Total revenue | $ | 334,552 | $ | 340,285 | |||||
Gross Profit: | |||||||||
Clinical and Financial Solutions | $ | 95,029 | $ | 104,702 | |||||
Population Health | 46,699 | 48,752 | |||||||
Unallocated Amounts | (11,938 | ) | (15,268 | ) | |||||
Total gross profit | $ | 129,790 | $ | 138,186 | |||||
Income (loss) from operations: | |||||||||
Clinical and Financial Solutions | $ | 42,712 | $ | 48,885 | |||||
Population Health | 26,980 | 24,337 | |||||||
Unallocated Amounts | (75,387 | ) | (85,133 | ) | |||||
Total loss from operations | $ | (5,695 | ) | $ | (11,911 | ) | |||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events |
On April 17, 2015 we acquired a majority interest in a third party for approximately $11.1 million, and provided a loan to the third party of approximately $9.3 million to refinance its outstanding indebtedness. These transactions were not material to our consolidated financial position as of March 31, 2015. The financial results of this third party will be consolidated with our financial results starting on the date of the transaction, with a proportionate share allocated to minority interest. As of the date of this Form 10-Q, the preliminary allocation of the consideration had not yet been completed. | |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
Reclassification | Reclassification |
During the three months ended March 31, 2015, we adopted a revised presentation of revenue and the associated cost of revenue in our consolidated statement of operations, which we believe is better aligned with and representative of the amount and profitability of our overall software and services revenue streams, as well as with the way we manage our business, review our operating performance and market our products. In recent years, we have experienced a continued shift in customer preferences from up-front software license, and associated support and maintenance, agreements to hosted subscription-based agreements. Under our previous presentation, the revenue and cost of revenue of each of these types of agreements were reported under separate revenue categories. By combining these separate revenue categories, we believe that our revised presentation better reflects the overall trend in our software delivery, support and maintenance sales. | |
Under the revised presentation, revenue is reported based on two categories: (i) software delivery, support and maintenance, and (ii) client services. Previously, revenue was presented based on four categories: system sales, professional services, maintenance, and transaction processing and other. Software delivery, support and maintenance revenue consists of our previous system sales, maintenance and transaction processing and other revenue categories, excluding outsourcing and remote hosting managed IT services revenue previously included in transaction processing and other revenue. Client services revenue consists of our previous professional services category and outsourcing and remote hosting managed IT services revenue. The comparable 2014 quarterly period was revised for the new presentation. Total revenue and cost of revenue previously reported for the three months ended March 31, 2014 were not affected by this change in presentation. | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information |
The unaudited interim consolidated financial statements as of and for the three months ended March 31, 2015 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 months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. | |
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC's rules and regulations for interim reporting. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 (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. | |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not yet Adopted |
In May 2014, the Financial Accounting Standards Board (“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 us for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. On April 29, 2015, the FASB issued for public comment a proposal to defer the effective date of ASU 2014-09 by one year. Additionally, the proposal would permit companies to adopt the new revenue standard early, but not before the original effective date of December 15, 2016. We are currently in the process of evaluating this new guidance. | |
In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 changes the presentation of debt issuance costs by requiring that such costs be presented on the balance sheet as a direct deduction from the related debt liability, rather than as an asset. The new accounting guidance is to be applied retrospectively and will be effective for us beginning in the first quarter of fiscal year 2016. Early application is permitted. We are currently evaluating the impact of this accounting guidance, but do not expect it to have a material impact on our consolidated financial statements. | |
We do not believe that any other recently issued, but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||||
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 | 31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||||||||||||
(In thousands) | Classifications | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
Marketable | Long-term marketable | 0 | 0 | 0 | 0 | 0 | 1,305 | 0 | 1,305 | ||||||||||||||||||||||||||
securities | securities | ||||||||||||||||||||||||||||||||||
1.25% Call | Other assets | 0 | 0 | 49,882 | 49,882 | 0 | 0 | 57,091 | 57,091 | ||||||||||||||||||||||||||
Option | |||||||||||||||||||||||||||||||||||
Cash conversion | Other liabilities | 0 | 0 | (50,605 | ) | (50,605 | ) | 0 | 0 | (57,839 | ) | (57,839 | ) | ||||||||||||||||||||||
option | |||||||||||||||||||||||||||||||||||
Total | $ | 0 | $ | 0 | $ | (723 | ) | $ | (723 | ) | $ | 0 | $ | 1,305 | $ | (748 | ) | $ | 557 | ||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Stock-Based Compensation Expense | Stock-based compensation expense recognized during the three months ended March 31, 2015 and 2014 is included in our consolidated statements of operations as shown in the below table. No stock-based compensation costs were capitalized during the three months ended March 31, 2015 and 2014. | ||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Cost of revenue: | |||||||||
Software delivery, Support and Maintenance | $ | 1,096 | $ | 380 | |||||
Client services | 1,408 | 958 | |||||||
Total cost of revenue | 2,504 | 1,338 | |||||||
Selling, general and administrative expenses | 5,011 | 6,178 | |||||||
Research and development | 2,003 | 2,554 | |||||||
Total stock-based compensation expense | $ | 9,518 | $ | 10,070 | |||||
Stock-Based Awards Granted | We granted stock-based awards as follows: | ||||||||
Three Months Ended March 31, 2015 | |||||||||
Weighted-Average | |||||||||
Grant Date | |||||||||
(In thousands, except per share amounts) | Shares | Fair Value | |||||||
Service-based restricted stock units | 1,943 | $ | 11.75 | ||||||
Performance-based restricted stock units with a service condition | 292 | $ | 12.17 | ||||||
Market-based restricted stock units with a service condition | 497 | $ | 12.53 | ||||||
2,732 | $ | 11.94 | |||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: | ||||||||
Three Months Ended March 31, | |||||||||
(In thousands, except per share amounts) | 2015 | 2014 | |||||||
Basic Loss per Common Share: | |||||||||
Net loss | $ | (10,084 | ) | $ | (20,742 | ) | |||
Net loss available to common stockholders | $ | (10,084 | ) | $ | (20,742 | ) | |||
Weighted-average common shares outstanding | 180,581 | 179,033 | |||||||
Basic Loss per Common Share | $ | (0.06 | ) | $ | (0.12 | ) | |||
Diluted Loss per Common Share: | |||||||||
Net loss | $ | (10,084 | ) | $ | (20,742 | ) | |||
Net loss available to common stockholders | $ | (10,084 | ) | $ | (20,742 | ) | |||
Weighted-average common shares outstanding | 180,581 | 179,033 | |||||||
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | |||||||
Weighted-average common shares outstanding assuming dilution | 180,581 | 179,033 | |||||||
Diluted Loss per Common Share | $ | (0.06 | ) | $ | (0.12 | ) | |||
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 March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 25,144 | 21,721 | |||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Intangible | Carrying | Accumulated | Intangible | ||||||||||||||||||||
(In thousands) | Amount | Amortization | Assets, Net | Amount | Amortization | Assets, Net | |||||||||||||||||||
Intangibles subject to amortization: | |||||||||||||||||||||||||
Proprietary technology | $ | 450,856 | $ | (276,572 | ) | $ | 174,284 | $ | 451,087 | $ | (267,547 | ) | $ | 183,540 | |||||||||||
Customer contracts and relationships | 550,008 | (389,245 | ) | 160,763 | 550,287 | (382,465 | ) | 167,822 | |||||||||||||||||
Total | $ | 1,000,864 | $ | (665,817 | ) | $ | 335,047 | $ | 1,001,374 | $ | (650,012 | ) | $ | 351,362 | |||||||||||
Intangibles not subject to amortization: | |||||||||||||||||||||||||
Registered trademarks | $ | 52,000 | $ | 52,000 | |||||||||||||||||||||
Goodwill | 1,200,290 | 1,200,746 | |||||||||||||||||||||||
Total | $ | 1,252,290 | $ | 1,252,746 | |||||||||||||||||||||
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2015 were as follows: | ||||||||||||||||||||||||
Clinical and | Population | ||||||||||||||||||||||||
(In thousands) | Financial Solutions | Health | Total | ||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 774,512 | $ | 426,234 | $ | 1,200,746 | |||||||||||||||||||
Foreign exchange translation | (456 | ) | 0 | (456 | ) | ||||||||||||||||||||
Balance as of March 31, 2015 | $ | 774,056 | $ | 426,234 | $ | 1,200,290 | |||||||||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||
Debt Outstanding Excluding Capital Lease | Debt outstanding, excluding capital leases, consisted of the following: | ||||||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||||||
Principal | Unamortized | Net Carrying | Principal | Unamortized | Net Carrying | ||||||||||||||||||||||||
(In thousands) | Balance | Discount | Amount | Balance | Discount | Amount | |||||||||||||||||||||||
1.25% Cash Convertible Senior Notes | $ | 345,000 | $ | 64,623 | $ | 280,377 | $ | 345,000 | $ | 67,276 | $ | 277,724 | |||||||||||||||||
Senior Secured Credit Facility (long- | 263,275 | 1,253 | 262,022 | 272,410 | 1,452 | 270,958 | |||||||||||||||||||||||
term portion) | |||||||||||||||||||||||||||||
Senior Secured Credit Facility (current | 30,937 | 853 | 30,084 | 28,125 | 886 | 27,239 | |||||||||||||||||||||||
portion) | |||||||||||||||||||||||||||||
Total debt | $ | 639,212 | $ | 66,729 | $ | 572,483 | $ | 645,535 | $ | 69,614 | $ | 575,921 | |||||||||||||||||
Interest Expense | Interest expense consisted of the following: | ||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||
(In thousands) | 2015 | 2014 | |||||||||||||||||||||||||||
Interest expense | $ | 3,861 | $ | 3,957 | |||||||||||||||||||||||||
Amortization of discounts | 2,885 | 2,766 | |||||||||||||||||||||||||||
Amortization of debt issuance costs | 510 | 510 | |||||||||||||||||||||||||||
Total interest expense | $ | 7,256 | $ | 7,233 | |||||||||||||||||||||||||
Interest Expense Related to Notes | Interest expense related to the 1.25% Notes was comprised of the following: | ||||||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||
(In thousands) | 2015 | 2014 | |||||||||||||||||||||||||||
Coupon interest at 1.25% | $ | 1,078 | $ | 1,078 | |||||||||||||||||||||||||
Amortization of original issuance discount | 2,653 | 2,515 | |||||||||||||||||||||||||||
Amortization of debt issuance costs | 295 | 295 | |||||||||||||||||||||||||||
Total interest expense related to the 1.25% Notes | $ | 4,026 | $ | 3,888 | |||||||||||||||||||||||||
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities | The following table summarizes our future payment obligations under the 1.25% Notes and the senior secured credit facility as of March 31, 2015: | ||||||||||||||||||||||||||||
Remainder of | |||||||||||||||||||||||||||||
(In thousands) | Total | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||||
1.25% Cash Convertible Senior | $ | 345,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 345,000 | |||||||||||||||
Notes (1) | |||||||||||||||||||||||||||||
Senior Secured Term Loan | 196,875 | 22,500 | 39,375 | 50,625 | 84,375 | 0 | 0 | ||||||||||||||||||||||
Senior Secured Revolving Facility | 97,337 | 0 | 0 | 0 | 97,337 | 0 | 0 | ||||||||||||||||||||||
Total debt | $ | 639,212 | $ | 22,500 | $ | 39,375 | $ | 50,625 | $ | 181,712 | $ | 0 | $ | 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) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Effective Tax Rates | The effective tax rates were as follows: | ||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Loss before income taxes | $ | (11,065 | ) | $ | (19,176 | ) | |||
Income tax benefit (provision) | $ | 981 | $ | (1,566 | ) | ||||
Effective tax rate | 8.9 | % | (8.2 | %) | |||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||||||
Activity Related to Interest Rate Swap Agreement | We recognized the following activity related to this now-expired interest rate swap agreement: | ||||||||
Three Months Ended March 31, | |||||||||
(In thousands) | 2015 | 2014 | |||||||
Effective portion: | |||||||||
Current period increase in fair value recognized in other comprehensive (loss) | $ | 0 | $ | 166 | |||||
income, net | |||||||||
Tax effect | 0 | (66 | ) | ||||||
Net | $ | 0 | $ | 100 | |||||
Loss reclassified from accumulated other comprehensive loss to interest expense | $ | 0 | $ | 199 | |||||
Amount excluded from effectiveness assessment and ineffective portion gain | $ | 0 | $ | 0 | |||||
(loss) recognized in other income (expense), net | |||||||||
Business_Segments_Tables
Business Segments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Three Months Ended March 31, | ||||||||
(In thousands) | 2015 | 2014 | |||||||
Revenue: | |||||||||
Clinical and Financial Solutions | $ | 255,316 | $ | 267,194 | |||||
Population Health | 73,440 | 70,141 | |||||||
Unallocated Amounts | 5,796 | 2,950 | |||||||
Total revenue | $ | 334,552 | $ | 340,285 | |||||
Gross Profit: | |||||||||
Clinical and Financial Solutions | $ | 95,029 | $ | 104,702 | |||||
Population Health | 46,699 | 48,752 | |||||||
Unallocated Amounts | (11,938 | ) | (15,268 | ) | |||||
Total gross profit | $ | 129,790 | $ | 138,186 | |||||
Income (loss) from operations: | |||||||||
Clinical and Financial Solutions | $ | 42,712 | $ | 48,885 | |||||
Population Health | 26,980 | 24,337 | |||||||
Unallocated Amounts | (75,387 | ) | (85,133 | ) | |||||
Total loss from operations | $ | (5,695 | ) | $ | (11,911 | ) | |||
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Outstanding money market funds investments | $0 | $0 | |
Total consideration for non marketable equity securities | 750,000 | 5,968,000 | 21,100,000 |
Value of equity investments | 19,200,000 | ||
Value of commercial agreement | 1,900,000 | ||
Carrying values of cost method investments | 17,800,000 | 17,800,000 | |
Carrying values of equity method investment | $1,000,000 | $1,000,000 | |
1.25% Cash Convertible Senior Notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 1.25% |
Summary_of_Financial_Assets_an
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | $0 | $1,305 |
Total | -723 | 557 |
Marketable securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 1,305 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | -50,605 | -57,839 |
1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 49,882 | 57,091 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 1 [Member] | Marketable securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 0 |
Level 1 [Member] | 1.25% Notes Embedded Cash Conversion Option [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 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 0 | 1,305 |
Level 2 [Member] | Marketable securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 1,305 |
Level 2 [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | 0 | 0 |
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 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | -723 | -748 |
Level 3 [Member] | Marketable securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 0 |
Level 3 [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | -50,605 | -57,839 |
Level 3 [Member] | 1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | $49,882 | $57,091 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Capital Unit [Line Items] | |||
Stock options granted | 0 | 0 | |
Capitalized stock-based compensation costs | $0 | $0 | |
Share issued, exercise of options and release of stock awards | 300,000 | 1,700,000 | |
Shares settled for tax withholding | 179,000 | 174,000 | |
Warrant [Member] | Commercial partner [Member] | |||
Capital Unit [Line Items] | |||
Number of warrants issued | 1,500,000 | ||
Initial exercise price of warrant per share | $12.94 | ||
Number of installments | 4 | ||
Number of warrants vesting annually | 375,000 | ||
Warrant expiration period | 2020-06 | ||
Warrants amortized into earnings | $10,200,000 | ||
Warrants vesting period | 4 years |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $9,518 | $10,070 |
Cost of revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 2,504 | 1,338 |
Cost of revenue [Member] | Software delivery, Support and Maintenance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 1,096 | 380 |
Cost of revenue [Member] | Client services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 1,408 | 958 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | 5,011 | 6,178 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $2,003 | $2,554 |
StockBased_Awards_Granted_Deta
Stock-Based Awards Granted (Detail) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted | 2,732 |
Weighted-Average Grant Date Fair Value, granted | $11.94 |
Service-Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted | 1,943 |
Weighted-Average Grant Date Fair Value, granted | $11.75 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted | 292 |
Weighted-Average Grant Date Fair Value, granted | $12.17 |
Market-Based Restricted Stock Units with a Service Condition [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted | 497 |
Weighted-Average Grant Date Fair Value, granted | $12.53 |
Calculations_of_Earnings_Loss_
Calculations of Earnings (Loss) Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Basic Loss per Common Share: | ||
Net loss | ($10,084) | ($20,742) |
Net loss available to common stockholders | -10,084 | -20,742 |
Weighted-average common shares outstanding | 180,581 | 179,033 |
Basic Loss per Common Share | ($0.06) | ($0.12) |
Diluted Loss per Common Share: | ||
Net loss | -10,084 | -20,742 |
Net loss available to common stockholders | ($10,084) | ($20,742) |
Weighted-average common shares outstanding | 180,581 | 179,033 |
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 180,581 | 179,033 |
Diluted Loss per Common Share | ($0.06) | ($0.12) |
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 | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 25,144 | 21,721 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | $1,000,864 | $1,001,374 |
Accumulated Amortization | -665,817 | -650,012 |
Intangible Assets, Net | 335,047 | 351,362 |
Registered trademarks | 52,000 | 52,000 |
Goodwill | 1,200,290 | 1,200,746 |
Total | 1,252,290 | 1,252,746 |
Proprietary Technology [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 450,856 | 451,087 |
Accumulated Amortization | -276,572 | -267,547 |
Intangible Assets, Net | 174,284 | 183,540 |
Customer Contracts and Relationships [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 550,008 | 550,287 |
Accumulated Amortization | -389,245 | -382,465 |
Intangible Assets, Net | $160,763 | $167,822 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Line Items] | |
Goodwill | $1,200,746 |
Foreign exchange translation | -456 |
Goodwill, net | 1,200,290 |
Clinical and Financial Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill | 774,512 |
Foreign exchange translation | -456 |
Goodwill, net | 774,056 |
Population Health [Member] | |
Goodwill [Line Items] | |
Goodwill | 426,234 |
Foreign exchange translation | 0 |
Goodwill, net | $426,234 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment losses associated with goodwill | $0 | $0 |
Debt_Outstanding_Excluding_Cap
Debt Outstanding Excluding Capital Lease (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Principal Balance | $639,212 | $645,535 |
Unamortized Discount | 66,729 | 69,614 |
Net Carrying Amount | 572,483 | 575,921 |
1.25% Cash Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | 345,000 | 345,000 |
Unamortized Discount | 64,623 | 67,276 |
Net Carrying Amount | 280,377 | 277,724 |
Senior Secured Credit Facility (long-term portion) [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | 263,275 | 272,410 |
Unamortized Discount | 1,253 | 1,452 |
Net Carrying Amount | 262,022 | 270,958 |
Senior Secured Credit Facility (current portion) [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | 30,937 | 28,125 |
Unamortized Discount | 853 | 886 |
Net Carrying Amount | $30,084 | $27,239 |
Interest_Expense_Detail
Interest Expense (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Debt Disclosure [Abstract] | ||
Interest expense | $3,861 | $3,957 |
Amortization of discounts | 2,885 | 2,766 |
Amortization of debt issuance costs | 510 | 510 |
Total interest expense | $7,256 | $7,233 |
Interest_Expense_Related_to_No
Interest Expense Related to Notes (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Debt Instrument [Line Items] | ||
Coupon interest at 1.25% | $3,861 | $3,957 |
Amortization of original issuance discount | 2,885 | 2,766 |
Amortization of debt issuance costs | 510 | 510 |
Total interest expense | 7,256 | 7,233 |
1.25% Cash Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Coupon interest at 1.25% | 1,078 | 1,078 |
Amortization of original issuance discount | 2,653 | 2,515 |
Amortization of debt issuance costs | 295 | 295 |
Total interest expense | $4,026 | $3,888 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 |
In Millions, unless otherwise specified | USD ($) | 1.25% Cash Convertible Senior Notes [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] | Senior Secured Revolving Facility [Member] |
USD ($) | US Dollars [Member] | British Pounds Sterling [member] | LIBOR [Member] | US Dollars [Member] | British Pounds Sterling [member] | British Pounds Sterling [member] | |||
USD ($) | USD ($) | GBP (£) | |||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 1.25% | ||||||||
Borrowings outstanding in term loan | $196.90 | ||||||||
Credit facility, amount borrowed | 97.3 | 82.5 | 14.8 | 10 | |||||
Letters of credit outstanding | 0.9 | ||||||||
Senior secured credit facility interest rate spread | 2.75% | ||||||||
Debt instrument, interest rate, effective percentage | 2.93% | 3.00% | |||||||
Unamortized deferred debt issuance costs | 9 | ||||||||
Credit facility, amount available | $326.40 |
Summary_of_Future_Payment_Obli
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total | $639,212 | $645,535 |
Remainder of 2015 | 22,500 | |
2016 | 39,375 | |
2017 | 50,625 | |
2018 | 181,712 | |
2019 | 0 | |
2020 | 345,000 | |
1.25% Cash Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 345,000 | 345,000 |
Remainder of 2015 | 0 | |
2016 | 0 | |
2017 | 0 | |
2018 | 0 | |
2019 | 0 | |
2020 | 345,000 | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total | 196,875 | |
Remainder of 2015 | 22,500 | |
2016 | 39,375 | |
2017 | 50,625 | |
2018 | 84,375 | |
2019 | 0 | |
2020 | 0 | |
Senior Secured Revolving Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total | 97,337 | |
Remainder of 2015 | 0 | |
2016 | 0 | |
2017 | 0 | |
2018 | 97,337 | |
2019 | 0 | |
2020 | $0 |
Summary_of_Future_Payment_Obli1
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities (Parenthetical) (Detail) (1.25% Cash Convertible Senior Notes [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Notes maturity period | 1-Jul-20 |
Effective_Tax_Rates_Detail
Effective Tax Rates (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | ($11,065) | ($19,176) |
Income tax benefit (provision) | $981 | ($1,566) |
Effective tax rate | 8.90% | -8.20% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $0 | $10,000,000 | |
Cumulative operating income loss period considered | 3 years | ||
Unrecognized income tax benefits | $15,300,000 | $15,300,000 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |||
Oct. 29, 2010 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 18, 2013 | |
Derivative [Line Items] | |||||
Interest rate swap agreement effective date | 29-Oct-10 | ||||
Interest rate swap agreement termination date | 31-Oct-14 | ||||
Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Gains (losses) reclassified from other comprehensive (loss) income into earnings due to forecasted transactions that failed to occur | $0 | ||||
Short [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | |||||
Derivative [Line Items] | |||||
Gain (Loss) on call options | -30,000,000 | 7,200,000 | |||
Level 3 [Member] | Fair Value Measurements [Member] | 1.25% Notes Embedded Cash Conversion Option [Member] | |||||
Derivative [Line Items] | |||||
Fair value liability of embedded cash conversion option | 50,600,000 | 57,800,000 | 82,800,000 | ||
1.25% Call Option [Member] | Long [Member] | |||||
Derivative [Line Items] | |||||
Gain (Loss) on call options | 29,900,000 | -7,200,000 | |||
1.25% Call Option [Member] | Level 3 [Member] | Fair Value Measurements [Member] | |||||
Derivative [Line Items] | |||||
Fair value of option | $49,900,000 | $57,100,000 |
Activity_Related_to_Interest_R
Activity Related to Interest Rate Swap Agreement (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Current period increase in fair value recognized in other comprehensive (loss) income, net | $0 | $166 |
Tax effect | 0 | -66 |
Unrealized gain on interest rate swap, net of tax | 0 | 100 |
Loss reclassified from accumulated other comprehensive loss to interest expense | 0 | 199 |
Amount excluded from effectiveness assessment and ineffective portion gain (loss) recognized in other income (expense), net | $0 | $0 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2015 | 1-May-12 | |
Pegasus Imaging Corporation [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 | |
Physicians Healthsource Inc [Member] | ||
Loss Contingencies [Line Items] | ||
Damages sought per alleged violation of the TCPA | 500 | |
Medfusion [Member] | ||
Loss Contingencies [Line Items] | ||
Expected trial date scheduled | 2016-02 |
Business_Segments_Additional_I
Business Segments - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Segment | Segment | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 3 |
Number of operating segments | 7 |
Revenues_and_Income_from_Opera
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Revenue | $334,552 | $340,285 |
Gross Profit | 129,790 | 138,186 |
Income (loss) from operations | -5,695 | -11,911 |
Unallocated Amounts [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 5,796 | 2,950 |
Gross Profit | -11,938 | -15,268 |
Income (loss) from operations | -75,387 | -85,133 |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 255,316 | 267,194 |
Gross Profit | 95,029 | 104,702 |
Income (loss) from operations | 42,712 | 48,885 |
Population Health [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 73,440 | 70,141 |
Gross Profit | 46,699 | 48,752 |
Income (loss) from operations | $26,980 | $24,337 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 17, 2015 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Payment for acquiring a majority interest in a third party | $11.10 |
Provided loan to third party to refinance outstanding indebtedness | $9.30 |