Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MDRX | |
Entity Registrant Name | ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | |
Entity Central Index Key | 1,124,804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 189,015,100 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 91,398 | $ 53,173 |
Accounts receivable, net of allowance of $31,182 and $36,047 as of September 30, 2015 and December 31, 2014, respectively | 324,552 | 331,625 |
Deferred taxes, net | 35,736 | 35,615 |
Prepaid expenses and other current assets | 98,511 | 102,392 |
Total current assets | 550,197 | 522,805 |
Long-term marketable securities | 0 | 1,305 |
Fixed assets, net | 127,739 | 145,830 |
Software development costs, net | 82,249 | 86,153 |
Intangible assets, net | 360,929 | 403,362 |
Goodwill | 1,222,823 | 1,200,746 |
Deferred taxes, net | 708 | 708 |
Other assets | 328,668 | 137,760 |
Total assets | 2,673,313 | 2,498,669 |
Current liabilities: | ||
Accounts payable | 67,389 | 70,824 |
Accrued expenses | 70,654 | 78,967 |
Accrued compensation and benefits | 47,504 | 51,062 |
Deferred revenue | 291,251 | 293,022 |
Deferred taxes, net | 21 | 21 |
Current maturities of long-term debt and capital lease obligations | 12,696 | 27,498 |
Total current liabilities | 489,515 | 521,394 |
Long-term debt | 642,348 | 539,193 |
Deferred revenue | 21,962 | 23,168 |
Deferred taxes, net | 60,419 | 55,437 |
Other liabilities | 63,491 | 75,257 |
Total liabilities | $ 1,277,735 | $ 1,214,449 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.01 par value, 1,000 shares authorized, no shares issued and outstanding as of September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock: $0.01 par value, 349,000 shares authorized as of September 30, 2015 and December 31, 2014; 266,226 and 188,989 shares issued and outstanding as of September 30, 2015, respectively; 265,138 and 180,466 shares issued and outstanding as of December 31, 2014, respectively | 2,662 | 2,651 |
Treasury stock: at cost, 77,237 and 84,672 as of September 30, 2015 and December 31, 2014, respectively | (189,753) | (278,036) |
Additional paid-in capital | 1,782,081 | 1,749,593 |
Accumulated deficit | (206,562) | (188,009) |
Accumulated other comprehensive loss | (3,989) | (1,979) |
Total Allscripts Healthcare Solutions, Inc.'s stockholders' equity | 1,384,439 | 1,284,220 |
Non-controlling interest | 11,139 | 0 |
Total stockholders’ equity | 1,395,578 | 1,284,220 |
Total liabilities and stockholders’ equity | $ 2,673,313 | $ 2,498,669 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 31,182 | $ 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 | 266,226,000 | 265,138,000 |
Common stock, shares outstanding | 188,989,000 | 180,466,000 |
Treasury stock at cost, shares | 77,237,000 | 84,672,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Software delivery, support and maintenance | $ 230,754 | $ 228,048 | $ 690,783 | $ 680,462 |
Client services | 123,722 | 117,341 | 349,963 | 356,508 |
Total revenue | 354,476 | 345,389 | 1,040,746 | 1,036,970 |
Cost of revenue: | ||||
Software delivery, support and maintenance | 70,775 | 77,421 | 223,188 | 235,864 |
Client services | 109,006 | 115,930 | 327,790 | 329,951 |
Amortization of software development and acquisition-related assets | 21,347 | 20,582 | 63,006 | 61,525 |
Total cost of revenue | 201,128 | 213,933 | 613,984 | 627,340 |
Gross profit | 153,348 | 131,456 | 426,762 | 409,630 |
Selling, general and administrative expenses | 91,043 | 97,034 | 259,821 | 273,643 |
Research and development | 47,702 | 45,962 | 138,796 | 151,283 |
Asset impairment charges | 22 | 188 | 341 | 2,134 |
Amortization of intangible and acquisition-related assets | 5,712 | 7,112 | 19,039 | 22,414 |
Income (loss) from operations | 8,869 | (18,840) | 8,765 | (39,844) |
Interest expense | (9,254) | (7,542) | (23,993) | (22,005) |
Other income, net | 423 | 171 | 2,281 | 369 |
Equity in net earnings of unconsolidated investments | (1,479) | 0 | (1,303) | 0 |
Loss before income taxes | (1,441) | (26,211) | (14,250) | (61,480) |
Income tax (provision) benefit | (3,692) | 448 | (4,183) | (2,795) |
Net loss | (5,133) | (25,763) | (18,433) | (64,275) |
Less: Net income attributable to non-controlling interest | (111) | 0 | (120) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (5,244) | $ (25,763) | $ (18,553) | $ (64,275) |
Loss per share - basic and diluted attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (0.03) | $ (0.15) | $ (0.10) | $ (0.36) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (5,133) | $ (25,763) | $ (18,433) | $ (64,275) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (1,482) | (824) | (1,873) | 96 |
Change in unrealized gains on marketable securities | 0 | 13 | (228) | 30 |
Change in fair value of derivatives qualifying as cash flow hedges | (225) | 110 | 5 | 427 |
Other comprehensive (loss) income before income tax expense (benefit) | (1,707) | (701) | (2,096) | 553 |
Income tax benefit (expense) related to items in other comprehensive income (loss) | 88 | (48) | 86 | (179) |
Total other comprehensive (loss) income | (1,619) | (749) | (2,010) | 374 |
Comprehensive loss | (6,752) | (26,512) | (20,443) | (63,901) |
Less: Comprehensive income (loss) attributable to non-controlling interest | (111) | 0 | (120) | 0 |
Comprehensive loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (6,863) | $ (26,512) | $ (20,563) | $ (63,901) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (18,433) | $ (64,275) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 124,486 | 131,546 |
Stock-based compensation expense | 27,225 | 32,203 |
Excess tax benefits from stock-based compensation | (346) | (2,246) |
Deferred taxes | 2,323 | 5,996 |
Asset impairment charges | 341 | 2,134 |
Other losses, net | 2,288 | 3,214 |
Changes in operating assets and liabilities (net of businesses acquired): | ||
Accounts receivable, net | 7,060 | (22,287) |
Prepaid expenses and other assets | 11,730 | (16,180) |
Accounts payable | (2,050) | 13,651 |
Accrued expenses | (17,789) | (22,120) |
Accrued compensation and benefits | (4,672) | (24,896) |
Deferred revenue | (2,760) | 20,732 |
Other liabilities | (1,090) | (5,469) |
Net cash provided by operating activities | 128,313 | 52,003 |
Cash flows from investing activities: | ||
Capital expenditures | (14,211) | (20,656) |
Capitalized software | (32,696) | (28,318) |
Purchase of controlling interest, net of cash acquired | (9,372) | (20,180) |
Purchases of non-marketable securities, other investments and related intangible assets | (212,654) | (21,544) |
Sales and maturities of marketable securities and other investments | 3,763 | 39 |
Proceeds received from sale of fixed assets | 15 | 86 |
Net cash used in investing activities | (265,155) | (90,573) |
Cash flows from financing activities: | ||
Proceeds from sale or issuance of common stock | 102,091 | 1,670 |
Excess tax benefits from stock-based compensation | 346 | 2,246 |
Taxes paid related to net share settlement of equity awards | (5,714) | (8,891) |
Payments of capital lease obligations | (311) | (337) |
Credit facility payments | (189,912) | (73,751) |
Credit facility borrowings | 269,719 | 91,964 |
Net cash provided by financing activities | 176,219 | 12,901 |
Effect of exchange rate changes on cash and cash equivalents | (1,152) | 60 |
Net increase (decrease) in cash and cash equivalents | 38,225 | (25,609) |
Cash and cash equivalents, beginning of period | 53,173 | 62,954 |
Cash and cash equivalents, end of period | $ 91,398 | $ 37,345 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 and majority-owned affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned and majority-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 statements 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 agreements, and associated support and maintenance, to 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 revenue. 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 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 services revenue. The comparable 2014 periods were revised for the new presentation. Total revenue and cost of revenue previously reported for the three and nine months ended September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 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 condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. 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 consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs Accounting Pronouncements Not yet Adopted In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments 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 and Inv
Fair Value Measurements and Investments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | 2. Fair Value Measurements and Investments 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 September 30, 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 instruments include foreign currency forward contracts valued based upon observable values of spot and forward foreign currency exchange rates. Refer to Note 8, “Derivative Financial Instruments,” for further information regarding these derivative financial instruments. 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 1.25% embedded cash conversion option liability. Refer to Note 8, “Derivative Financial Instruments,” for further information regarding these 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 September 30, 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 1.25% 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 September 30, 2015 December 31, 2014 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Marketable securities Long-term marketable securities $ 0 $ 0 $ 0 $ 0 $ 0 $ 1,305 $ 0 $ 1,305 1.25% Call Option Other assets 0 0 48,669 48,669 0 0 57,091 57,091 1.25% Embedded cash conversion option Other liabilities 0 0 (49,449 ) (49,449 ) 0 0 (57,839 ) (57,839 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 171 0 171 0 0 0 0 Foreign exchange derivative liabilities Accrued expenses 0 (166 ) 0 (166 ) 0 0 0 0 Total $ 0 $ 5 $ (780 ) $ (775 ) $ 0 $ 1,305 $ (748 ) $ 557 On June 26, 2015 we purchased 59,099,908 Series G Units of Nant Health, LLC (“NantHealth”), a cloud-based information technology company that offers comprehensive genomic and protein-based molecular diagnostic testing, for approximately $200.0 million and incurred approximately $5.4 million of transaction-related expenses, resulting in a total investment of approximately $205.4 million. This investment represents a 10% ownership stake, excluding authorized but unissued common units of NantHealth, and is accounted for under the equity method. Additionally, the carrying amount of our investment exceeded the amount of our share of underlying equity in net assets of NantHealth by approximately $200 million at September 30, 2015. The excess carrying value over the underlying equity in net assets of NantHealth is primarily comprised of amortizable intangible assets and nonamortizable goodwill. During the three months ended September 30, 2015, we recorded a loss of $1.5 million representing our share of equity loss of NantHealth based on a one quarter reporting lag and the amortization of cost basis differences. 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. The financial results of this third party were consolidated with our financial results starting on the date of the transaction, with a proportionate share allocated to minority interest. The allocations of the estimated fair value of the net assets of the third party to goodwill, intangibles and non-controlling interest were approximately $22.3 million, $4.3 million and $11.0 million, respectively. 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. During the three months ended September 30, 2015, we invested an additional $0.3 million in one of the third parties. This additional investment is accounted for under the equity method. The carrying values of the cost method investments were $17.8 million as of both September 30, 2015 and December 31, 2014. The carrying values of the equity method investments were approximately $1.4 million and $1.0 million, respectively, as of September 30, 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 September 30, 2015 and December 31, 2014. As of September 30, 2015, i t 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 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 September 30, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' 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 requisite 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 the underlying closing share price of our common stock 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 and nine months ended September 30, 2015 and 2014. Stock-based compensation expense recognized during the three and nine months ended September 30, 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 and nine months ended September 30, 2015 and 2014. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Cost of revenue: Software delivery, support and maintenance $ 972 $ 340 $ 3,247 $ 1,271 Client services 824 995 3,554 3,449 Total cost of revenue 1,796 1,335 6,801 4,720 Selling, general and administrative expenses 5,649 7,881 15,860 20,999 Research and development 1,747 839 6,067 6,484 Total stock-based compensation expense $ 9,192 $ 10,055 $ 28,728 $ 32,203 We granted stock-based awards as follows: Three Months Ended September 30, Nine Months Ended September 30, Weighted-Average Weighted-Average Grant Date Grant Date (In thousands, except per share amounts) Shares Fair Value Shares Fair Value Service-based restricted stock units 31 $ 14.22 2,092 $ 11.92 Performance-based restricted stock units with a service condition 0 $ 0.00 292 $ 12.17 Market-based restricted stock units with a service condition 0 $ 0.00 497 $ 12.53 31 $ 14.22 2,881 $ 12.05 During the nine months ended September 30, 2015 and the year ended December 31, 2014, approximately 1.1 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 nine months ended September 30, 2015 and 2014 were 433 thousand and 549 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 Common Stock and Warrants On June 26, 2015, we sold 7,434,944 unregistered shares of our common stock previously held as treasury shares and issued warrants to purchase 1,486,989 shares of our common stock to Nant Capital, LLC in a private placement exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended. These transactions were meant to strengthen our strategic and commercial relationship with NantHealth and were made in conjunction with our investment in NantHealth as of the same date (refer to Note 2, “Fair Value Measurements and Investments”). The common stock shares were sold at a price of $13.45 per share, being the average closing price per share of our common stock on the NASDAQ Global Select Market for the 60 consecutive trading day period ending on and including June 24, 2015, for an aggregate purchase price of approximately $100.0 million. Each warrant has an exercise price equal to $17.675 per share of common stock, subject to customary anti-dilution adjustments. The warrants may be exercised from time to time beginning on the date of issuance and expiring 18 months after the date of issuance. The total proceeds of $100.0 million were allocated to the common stock shares and the warrants in the amounts of approximately $98.3 million and $1.7 million, respectively. 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 | 9 Months Ended |
Sep. 30, 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 (loss) 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 September 30, Nine Months Ended September 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Basic Loss per Common Share: Net loss $ (5,133 ) $ (25,763 ) $ (18,433 ) $ (64,275 ) Less: Net income attributable to non-controlling interest $ (111 ) $ 0 $ (120 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (5,244 ) $ (25,763 ) $ (18,553 ) $ (64,275 ) Weighted-average common shares outstanding 188,944 180,189 183,725 179,691 Basic Loss per Common Share $ (0.03 ) $ (0.15 ) $ (0.10 ) $ (0.36 ) Diluted Loss per Common Share: Net loss $ (5,133 ) $ (25,763 ) $ (18,433 ) $ (64,275 ) Less: Net income attributable to non-controlling interest $ (111 ) $ 0 $ (120 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (5,244 ) $ (25,763 ) $ (18,553 ) $ (64,275 ) Weighted-average common shares outstanding 188,944 180,189 183,725 179,691 Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 0 Weighted-average common shares outstanding assuming dilution 188,944 180,189 183,725 179,691 Diluted Loss per Common Share $ (0.03 ) $ (0.15 ) $ (0.10 ) $ (0.36 ) As a result of the net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders for the three and nine months ended September 30, 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 earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 23,562 24,177 25,359 24,314 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: September 30, 2015 December 31, 2014 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 450,964 $ (294,658 ) $ 156,306 $ 451,087 $ (267,547 ) $ 183,540 Customer contracts and relationships 554,399 (401,776 ) 152,623 550,287 (382,465 ) 167,822 Total $ 1,005,363 $ (696,434 ) $ 308,929 $ 1,001,374 $ (650,012 ) $ 351,362 Intangibles not subject to amortization: Registered trademarks $ 52,000 $ 52,000 Goodwill 1,222,823 1,200,746 Total $ 1,274,823 $ 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 11, “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 nine months ended September 30, 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 Other additions 22,319 0 22,319 Foreign exchange translation (242 ) 0 (242 ) Balance as of September 30, 2015 $ 796,589 $ 426,234 $ 1,222,823 Other additions relate to goodwill arising from our acquisition of a majority interest in a third party during the three months ended June 30, 2015. During the three months ended September 30, 2015, we finalized the allocation of the fair value of the acquisition consideration. Refer to Note 2, “Fair Value Measurements and Investments” for additional information. There were no accumulated impairment losses associated with our goodwill as of September 30, 2015 or December 31, 2014. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt outstanding, excluding capital leases, consisted of the following: September 30, 2015 December 31, 2014 (In thousands) Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount 1.25% Cash Convertible Senior Notes $ 345,000 $ 64,806 $ 280,194 $ 345,000 $ 73,765 $ 271,235 Senior Secured Credit Facility (long- term portion) 367,664 5,542 362,122 272,410 4,452 267,958 Senior Secured Credit Facility (current portion) 12,500 485 12,015 28,125 892 27,233 Other debt 188 0 188 0 0 0 Total debt $ 725,352 $ 70,833 $ 654,519 $ 645,535 $ 79,109 $ 566,426 Interest expense consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Interest expense $ 4,370 $ 4,190 $ 12,239 $ 12,074 Amortization of discounts and debt issuance costs 3,508 3,352 10,321 9,931 Write off of unamortized deferred debt issuance costs 1,376 0 1,433 0 Total interest expense $ 9,254 $ 7,542 $ 23,993 $ 22,005 Interest expense related to the 1.25% Notes was comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Coupon interest at 1.25% $ 1,078 $ 1,078 $ 3,234 $ 3,234 Amortization of discounts and debt issuance costs 3,035 2,893 8,960 8,541 Total interest expense related to the 1.25% Notes $ 4,113 $ 3,971 $ 12,194 $ 11,775 Senior Secured Credit Facility Amendment On September 30, 2015, we entered into a Replacement Facility Amendment (the “2015 Credit Agreement”) to our existing Credit Agreement, dated as of June 28, 2013, as amended on June 8, 2015, with a syndicate of financial institutions and JPMorgan Chase Bank, N.A., as administrative agent. The 2015 Credit Agreement provides for a $250 million senior secured term loan (the “Term Loan”) and a $550 million senior secured revolving facility (the “Revolving Facility”), each with a five year term (collectively the “Senior Secured Credit Facility”). These amounts represent increases in total borrowing limits of $25 million and $125 million, respectively, compared with our existing Credit Agreement. The Term Loan is repayable in quarterly installments commencing on December 31, 2015 and ending on September 30, 2020. A total of up to $50 million of the Revolving Facility is available for the issuance of letters of credit, up to $10 million of the Revolving Facility is available for swingline loans, and up to $100 million of the Revolving Facility could be borrowed under certain foreign currencies. Proceeds from the borrowings under the 2015 Credit Agreement were used for the refinancing of the term loan and revolving facility under our existing Credit Agreement. The proceeds of the Revolving Facility can be used to finance our working capital needs and for general corporate purposes, including financing of permitted acquisitions, share repurchases, and other investments. We may also request to add one or more incremental revolving and/or term loan facilities in an aggregate amount of up to $300 million, subject to certain conditions. Borrowings under the Senior Secured Credit Facility bear interest, at our option, at a rate per annum equal to either (1) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities and mandatory costs, if any) for deposits in the applicable currency for a period equal to one, two, three or six months or, with respect to loans under the Revolving Facility denominated in United States dollars, subject to availability to all affected lenders, 7 days (as selected by us), appearing on pages LIBOR01, LIBOR02, EURIBOR01, as applicable, or other page displaying such rate for such currency of the Reuters Screen (the “Eurocurrency Rate”) plus the applicable margin or (2) the highest of (a) the rate of interest publicly announced by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (b) the federal funds effective rate from time to time plus 0.5%, and (c) the Eurocurrency Rate for United States dollars for a one month interest period plus 1.0% (the “Base Rate”), plus, in each case, the applicable margin. The initial applicable interest rate margin for Base Rate borrowings is 1.25%, and for Eurocurrency Rate borrowings is 2.25%. On and after September 30, 2015, the applicable interest rate margins will be determined from a pricing table and will depend upon our total leverage ratio. The applicable interest rate margins under the 2015 Credit Agreement for Base Rate borrowings range from 0.00% to 1.25% and for Eurocurrency Rate loans range from 1.00% to 2.25%. These ranges are 50 basis points lower at each level of the leverage-based pricing grid compared with our existing Credit Agreement. Subject to certain agreed upon exceptions, all obligations under the Senior Secured Credit Facility remain guaranteed by each of our existing and future direct and indirect material domestic subsidiaries other than Coniston Exchange LLC and certain domestic subsidiaries owned by our foreign subsidiaries (the “Guarantors”) pursuant to a related Guarantee and Collateral Agreement, dated as of June 28, 2013, among Allscripts Healthcare Solutions, Inc., Allscripts Healthcare, LLC, certain of our other subsidiaries, and JPMorgan Chase Bank, N.A., as administrative agent. Our obligations under the Senior Secured Credit Facility, any swap agreements and any cash management arrangements provided by any lender, remain secured, subject to permitted liens and other agreed upon exceptions, by a perfected first priority security interest in all of the tangible and intangible assets (including, without limitation, intellectual property, material owned real property and all of the capital stock of each Guarantor and, in the case of foreign subsidiaries, up to 65% of the capital stock of first tier material foreign subsidiaries) of Allscripts Healthcare Solutions, Inc. and the Guarantors. The Senior Secured Credit Facility requires us to maintain a minimum interest coverage ratio of 4.0 to 1.0, a maximum total leverage ratio of 4.0 to 1.0 and a maximum senior secured leverage ratio of 3.0 to 1.0. The minimum interest coverage ratio is calculated by dividing earnings before interest expense, income tax expense, depreciation and amortization expense by cash interest expense, subject to various agreed upon adjustments. The total leverage ratio is calculated by dividing total indebtedness by earnings before interest expense, income tax expense, depreciation and amortization expense, subject to various agreed upon adjustments. The senior secured leverage ratio is calculated by dividing senior secured indebtedness by earnings before interest expense, income tax expense, depreciation and amortization expense, subject to various agreed upon adjustments. The 2015 Credit Agreement also provides that during the four quarter period following permitted acquisitions that are financed in whole or in part with indebtedness and the consideration paid by us is $100 million or more, we are required to maintain a maximum total leverage ratio of 4.5 to 1.0 and a maximum senior secured leverage ratio of 3.25 to 1.0. In addition, the 2015 Credit Agreement requires mandatory prepayments of the debt outstanding under the Senior Secured Credit Facility in certain specific circumstances, and contains a number of covenants which, among other things, restrict our ability to incur additional indebtedness, engage in mergers, or declare dividends or other payments in respect of our capital stock. The Senior Secured Credit Facility also contains certain customary events of default, including relating to non-payment, breach of covenants, cross-default, bankruptcy and change of control. In connection with our entry into the 2015 Credit Agreement, during the three months ended September 30, 2015, we incurred fees and other costs totaling approximately $3.0 million, of which approximately $2.7 million were capitalized and included in the net carrying amounts outstanding under the Senior Secured Credit Facility as of September 30, 2015. In addition, approximately $3.3 million of deferred costs associated with our existing Credit Facility carried over to the 2015 Credit Agreement. Also, in connection with our entry into the 2015 Credit Agreement, approximately $1.1 million of deferred costs associated with our existing Credit Agreement and approximately $0.3 million of fees and other costs associated with the 2015 Credit Agreement were written off to interest expense and are included in other losses, net in the accompanying consolidated statement of cash flows for the nine months ended September 30, 2015. As of September 30, 2015, approximately $250.0 million under the Term Loan, $130.2 million under the Revolving Facility, and $0.7 million in letters of credit were outstanding under the 2015 Credit Agreement. Borrowings under the Revolving Facility as of such date consisted of $115.0 million denominated in United States dollars and $15.2 million, or the equivalent of 10.0 million British Pound Sterling, denominated in a foreign currency. The increase in the principal balance outstanding under the Senior Secured Credit Facility at September 30, 2015 compared with December 31, 2014 was primarily driven by $100.0 million borrowed under the Revolving Facility during the three months ended June 30, 2015 to finance a portion of our investment in NantHealth. Refer to Note 2, “Fair Value Measurements and Investments” for additional information about this transaction. As of September 30, 2015, the interest rate on the United States dollars-denominated borrowings under the Senior Secured Credit Facility was LIBOR plus 2.25%, which totaled 2.44%, and the interest rate on the British Pound Sterling-denominated borrowings was 2.84%. We were in compliance with all covenants under the Senior Secured Credit Facility agreement as of September 30, 2015. The net carrying amounts of debt outstanding as of December 31, 2014 were adjusted to reflect the reclassification of approximately $9.5 million of deferred debt issuance costs previously included within other assets on our consolidated balance sheet as of December 31, 2014 as a result of adopting ASU 2015-03 during the three months ended June 30, 2015. As of September 30, 2015, we had approximately $419.2 million available, net of outstanding letters of credit, under the Revolving Facility. There can be no assurance that we will be able to draw on the full available balance of the Revolving Facility if the financial institutions that have extended such credit commitments become unwilling or unable to fund such borrowings. As of September 30, 2015, the if-converted value of the 1.25% Notes did not exceed the 1.25% Notes’ principal amount. The following table summarizes our future payment obligations under the 1.25% Notes and the Senior Secured Credit Facility as of September 30, 2015: Remainder of (In thousands) Total 2015 2016 2017 2018 2019 2020 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 345,000 Term Loan 250,000 3,125 12,500 15,625 28,125 40,625 150,000 Revolving Facility 130,164 0 0 0 0 0 130,164 Other debt 188 32 156 0 0 0 0 Total debt $ 725,352 $ 3,157 $ 12,656 $ 15,625 $ 28,125 $ 40,625 $ 625,164 (1) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes We account for income taxes under FASB Accounting Standards Codification 740, Income Taxes Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Loss before income taxes $ (1,441 ) $ (26,211 ) $ (14,250 ) $ (61,480 ) Income tax (provision) benefit $ (3,692 ) $ 448 $ (4,183 ) $ (2,795 ) Effective tax rate NM 1.7 % (29.4 %) (4.5 %) NM – We define “NM” as not meaningful for increases or decreases greater than 200%. Our effective tax rates for the three and nine months ended September 30, 2015, compared with the prior year comparable periods, differ primarily due to the timing of recognition of permanent items, such as non-deductible meals and entertainment and officer compensation, and the impacts of foreign operations on the lower pre-tax losses for the current periods as compared with the prior year comparable periods. In addition, the income tax provision for the In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available evidence, including scheduled reversals of deferred tax liabilities, tax-planning strategies, and results of recent operations. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). The additional valuation allowance recorded during the three and nine months ended September 30, 2015 related to deferred tax assets associated with net operating loss carryforwards. Our unrecognized income tax benefits were $10.7 million and $15.3 million as of September 30, 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. During the three months ended September 30, 2015, we concluded our IRS audit for all open years through December 31, 2012. The conclusion of this audit provided us with confirmation about the net operating loss carryforwards actual balance as of December 31, 2012. As a result, we recognized certain unrecognized income tax benefits totaling approximately $4.0 million during the three months ended September 30, 2015. The recognition of these benefits did not impact our effective tax rate due to the valuation allowance. We were not able to obtain confirmation regarding the actual balance of our research and development credit carryforwards because none of these research and development credits have been utilized against any tax liability as of the date of this Form 10-Q. Therefore, our analysis of eligible research and development credit carryforwards remains unchanged. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 8. Derivative Financial Instruments The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: September 30, 2015 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 171 Accrued expenses $ 166 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 48,669 N/A 1.25% Embedded cash conversion option N/A Other liabilities 49,449 Total derivatives $ 48,840 $ 49,615 December 31, 2014 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 57,091 N/A 1.25% Embedded cash conversion option N/A Other liabilities 57,839 Total derivatives $ 57,091 $ 57,839 N/A – We define “N/A” as disclosure not being applicable Foreign Exchange Contracts In June and August 2015, we entered into non-deliverable forward foreign currency exchange contracts with reputable banking counterparties in order to hedge a portion of our forecasted future Indian Rupee-denominated (“INR”) expenses against foreign currency fluctuations between the United States dollar and the INR. These forward contracts cover a decreasing percentage of forecasted monthly INR expenses over time. As of September 30, 2015, there were twenty-seven forward contracts outstanding that were staggered to mature monthly starting in October 2015 and ending in March 2017. In the future, we may enter into additional forward contracts to increase the amount of hedged monthly INR expenses or initiate hedges for monthly periods beyond March 2017. As of September 30, 2015, the notional amounts of outstanding forward contracts ranged from 25 million to 210 million INR, or the equivalent of $0.4 million to $3.2 million, based on the exchange rate between the United States dollar and the INR in effect as of September 30, 2015. These amounts also approximate the ranges of forecasted future INR expenses we target to hedge in any one month in the future. The critical terms of the forward contracts and the related hedged forecasted future expenses matched and allowed us to designate the forward contracts as highly effective cash flow hedges. The effective portion of the change in fair value is initially recorded in accumulated other comprehensive loss (“AOCI”) and subsequently reclassified to income in the period in which the cash flows from the associated hedged transactions affect income. Any ineffective portion of the change in fair value of the cash flow hedges is recognized in current period income. During the three and nine months ended September 30, 2015, no amount was excluded from the effectiveness assessment and no gains or losses were reclassified from AOCI into income as a result of forecasted transactions that failed to occur. As of September 30, 2015, we estimate that approximately $0.1 million of net unrealized derivative losses included in AOCI will be reclassified into income within the next twelve months. 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 critical terms of the interest rate swap agreement and the related debt agreement matched and allowed us to designate the interest rate swap agreement as a highly effective cash flow hedge. As of September 30, 2015, we did not have any outstanding interest rate swap agreements. No gains or losses were reclassified from AOCI into income as a result of forecasted transactions that failed to occur during the three and nine months ended September 30, 2014. The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months ended September 30, 2015 Nine Months ended September 30, 2015 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months ended September 30, 2015 Nine Months ended September 30, 2015 Foreign exchange contracts $ (317 ) $ (87 ) Cost of Revenue $ (29 ) $ (29 ) Selling, general and administrative expenses (23 ) (23 ) Research and development (40 ) (40 ) Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months ended September 30, 2014 Nine Months ended September 30, 2014 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months ended September 30, 2014 Nine Months ended September 30, 2014 Interest rate swap $ 0 $ (38 ) Interest expense $ (110 ) $ (465 ) 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 and Investments.” The 1.25% Call Option does not qualify for hedge accounting treatment. Therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of operations in other income, net. For the three and nine months ended September 30, 2015, the change in the fair value of the 1.25% Call Option resulted in net losses of approximately $18.3 million and $8.4 million, respectively. For the three and nine months ended September 30, 2014, the change in the fair value of the 1.25% Call Option resulted in net losses of approximately $35.4 million and $37.0 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, 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 and Investments.” For the three and nine months ended September 30, 2015, the change in the fair value of the embedded cash conversion option resulted in net gains of approximately $18.4 million and $8.4 million, respectively. For the three and nine months ended September 30, 2014, the change in the fair value of the embedded cash conversion option resulted in net gains of approximately $35.6 million and $37.2 million, respectively. The net gains from the change in the fair value of the embedded cash conversion option for the three and nine months ended September 30, 2015, respectively, were slightly higher than the net losses recognized on the 1.25% Call Option over the same periods. |
Other Comprehensive Income
Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Other Comprehensive Income | 9. Other Comprehensive Income Accumulated Other Comprehensive Loss Changes in the balances of each component included in AOCI are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Marketable Securities Unrealized Net Gains (Losses) on Interest Rate Swap Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2014 (1) $ (2,119 ) $ 140 $ 0 $ 0 $ (1,979 ) Other comprehensive (loss) income before reclassifications (1,873 ) 0 0 (53 ) (1,926 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 (140 ) 0 56 (84 ) Net other comprehensive (loss) income (1,873 ) (140 ) 0 3 (2,010 ) Balance as of September 30, 2015 (2) $ (3,992 ) $ 0 $ 0 $ 3 $ (3,989 ) (1) (2) (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Marketable Securities Unrealized Net Gains (Losses) on Interest Rate Swap Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2013 (1) $ (1,590 ) $ 124 $ (279 ) $ 0 $ (1,745 ) Other comprehensive income (loss) before reclassifications 96 19 (23 ) 0 92 Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 282 0 282 Net other comprehensive income 96 19 259 0 374 Balance as of September 30, 2014 (2) $ (1,494 ) $ 143 $ (20 ) $ 0 $ (1,371 ) (1) (2 ) Income Tax Effects Related to Components of Other Comprehensive Income (Loss) The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended September 30, 2015 2014 (In thousands) Before-Tax Amount Tax Effect Total Before-Tax Amount Tax Effect Total Foreign currency translation adjustments $ (1,482 ) $ 0 $ (1,482 ) $ (824 ) $ 0 $ (824 ) Marketable securities: Net gain arising during the period 0 0 0 13 (5 ) 8 Net gain reclassified into income 0 0 0 0 0 0 Net change in unrealized gains on marketable securities 0 0 0 13 (5 ) 8 Derivatives qualifying as cash flow hedges: Interest rate swap: Net loss arising during the period 0 0 0 0 0 0 Net loss reclassified into income 0 0 0 110 (43 ) 67 Net change in unrealized losses on interest rate swap 0 0 0 110 (43 ) 67 Foreign exchange contracts: Net gains (losses) arising during the period (317 ) 124 (193 ) 0 0 0 Net (gains) losses reclassified into income 92 (36 ) 56 0 0 0 Net change in unrealized gains (losses) on foreign exchange contracts (225 ) 88 (137 ) 0 0 0 Net gain (loss) on cash flow hedges (225 ) 88 (137 ) 110 (43 ) 67 Other comprehensive (loss) income $ (1,707 ) $ 88 $ (1,619 ) $ (701 ) $ (48 ) $ (749 ) Nine Months Ended September 30, 2015 2014 (In thousands) Before-Tax Amount Tax Effect Total Before-Tax Amount Tax Effect Total Foreign currency translation adjustments $ (1,873 ) $ 0 $ (1,873 ) $ 96 $ 0 $ 96 Marketable securities: Net gain arising during the period 0 0 0 30 (11 ) 19 Net gain reclassified into income (228 ) 88 (140 ) 0 0 0 Net change in unrealized gains on marketable securities (228 ) 88 (140 ) 30 (11 ) 19 Derivatives qualifying as cash flow hedges: Interest rate swap: Net loss arising during the period 0 0 0 (38 ) 15 (23 ) Net loss reclassified into income 0 0 0 465 (183 ) 282 Net change in unrealized losses on interest rate swap 0 0 0 427 (168 ) 259 Foreign exchange contracts: Net gains (losses) arising during the period (87 ) 34 (53 ) 0 0 0 Net (gains) losses reclassified into income 92 (36 ) 56 0 0 0 Net change in unrealized gains (losses) on foreign exchange contracts 5 (2 ) 3 0 0 0 Net gain (loss) on cash flow hedges 5 (2 ) 3 427 (168 ) 259 Other comprehensive (loss) income $ (2,096 ) $ 86 $ (2,010 ) $ 553 $ (179 ) $ 374 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies In addition to commitments and obligations in the ordinary course of business, we are currently subject to various legal proceedings and claims that have not been fully adjudicated, certain of which are discussed below. We intend to vigorously defend ourselves in these matters. No less than quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. The outcome of legal proceedings is inherently uncertain, and we may incur substantial defense costs and expenses defending any of these matters. If one or more of these legal proceedings were resolved against us in a reporting period for amounts in excess of our management’s expectations, our consolidated financial statements for that reporting period could be materially adversely affected. Additionally, the resolution of a legal proceeding against us could prevent us from offering our products and services to current or prospective clients, which could further adversely affect our operating results. In the opinion of our management, based on the information currently available, there was not at least a reasonable possibility that we may have incurred any material loss, or any material loss in excess of a recorded accrual, with respect to the following matters. Our management will continue to evaluate the potential exposure related to these matters in future periods. 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. A hearing to hear the plaintiff’s motions was held September 21 and 22, 2015, and we are awaiting a ruling. On May 1, 2012, Physicians Healthsource, Inc. filed a class action complaint in U.S. District Court for the Northern District of Illinois against us. The complaint alleges that on multiple occasions between July 2008 and December 2011, we or our agent sent advertisements by fax to the plaintiff and a class of similarly situated persons, without first receiving the recipients’ express permission or invitation in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The plaintiff seeks $500 for each alleged violation of the TCPA; treble damages if the Court finds the violations to be willful, knowing or intentional; and injunctive and other relief. Discovery is proceeding. No trial date has been scheduled. On 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. (“Medfusion”) filed a complaint in the Superior Court of Wake County, North Carolina, against us. The complaint alleged, 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. On March 31, 2015, the court dismissed Medfusion’s fraud, fraudulent inducement, and unfair competition and unfair trade practices claims related to actions prior to the termination of the commercial agreement, and we subsequently brought a counterclaim for breach of contract. On October 29, 2015, we entered into a settlement agreement with Medfusion pursuant to which all claims and counterclaims were resolved, and, subject to the satisfaction of certain conditions, the parties will release each other of their respective claims and make a joint filing to dismiss the lawsuit with prejudice. 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 and on July 21, 2015, the Court approved the settlement and entered a final judgment binding on members of the class, minus stockholders who excluded themselves from the settlement, including certain entities affiliated with HealthCor Management, L.P. We do not believe we will incur a material loss in excess of a recorded accrual with respect to this matter. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | 11. 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 serves 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 managed services such as, outsourcing, remote hosting and revenue cycle management. 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 solely aligned with our key products. Under our new reporting structure, the revenue and related costs associated with providing outsourcing and remote hosting managed services are allocated to our other strategic business units based on the underlying software products to which these services relate. Outsourcing and remote hosting managed 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 and nine month periods ended September 30, 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 September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Revenue: Clinical and Financial Solutions $ 277,151 $ 270,752 $ 805,731 $ 815,303 Population Health 74,100 71,957 221,940 212,280 Unallocated Amounts 3,225 2,680 13,075 9,387 Total revenue $ 354,476 $ 345,389 $ 1,040,746 $ 1,036,970 Gross Profit: Clinical and Financial Solutions $ 117,850 $ 100,285 $ 321,032 $ 312,773 Population Health 49,789 46,979 145,487 143,634 Unallocated Amounts (14,291 ) (15,808 ) (39,757 ) (46,777 ) Total gross profit $ 153,348 $ 131,456 $ 426,762 $ 409,630 Income (loss) from operations: Clinical and Financial Solutions $ 60,811 $ 49,031 $ 159,292 $ 151,883 Population Health 37,449 26,953 94,837 77,433 Unallocated Amounts (89,391 ) (94,824 ) (245,364 ) (269,160 ) Total income (loss) from operations $ 8,869 $ (18,840 ) $ 8,765 $ (39,844 ) |
Basis of Presentation and Sig18
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 and majority-owned affiliates. All significant intercompany balances and transactions have been eliminated. Each of the terms “we,” “us,” “our” or the “Company” as used herein refers collectively to Allscripts Healthcare Solutions, Inc. and its wholly-owned and majority-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 statements 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 agreements, and associated support and maintenance, to 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 revenue. 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 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 services revenue. The comparable 2014 periods were revised for the new presentation. Total revenue and cost of revenue previously reported for the three and nine months ended September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 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 condensed or omitted in accordance with the SEC's rules and regulations for interim reporting, although the Company believes that the disclosures made are adequate to make that information not misleading. 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 consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to our significant accounting policies from those disclosed in our Form 10-K. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not yet Adopted In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments 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 and I19
Fair Value Measurements and Investments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 December 31, 2014 (In thousands) Classifications Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Marketable securities Long-term marketable securities $ 0 $ 0 $ 0 $ 0 $ 0 $ 1,305 $ 0 $ 1,305 1.25% Call Option Other assets 0 0 48,669 48,669 0 0 57,091 57,091 1.25% Embedded cash conversion option Other liabilities 0 0 (49,449 ) (49,449 ) 0 0 (57,839 ) (57,839 ) Foreign exchange derivative assets Prepaid expenses and other current assets 0 171 0 171 0 0 0 0 Foreign exchange derivative liabilities Accrued expenses 0 (166 ) 0 (166 ) 0 0 0 0 Total $ 0 $ 5 $ (780 ) $ (775 ) $ 0 $ 1,305 $ (748 ) $ 557 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stock-Based Compensation Expense | Stock-based compensation expense recognized during the three and nine months ended September 30, 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 and nine months ended September 30, 2015 and 2014. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Cost of revenue: Software delivery, support and maintenance $ 972 $ 340 $ 3,247 $ 1,271 Client services 824 995 3,554 3,449 Total cost of revenue 1,796 1,335 6,801 4,720 Selling, general and administrative expenses 5,649 7,881 15,860 20,999 Research and development 1,747 839 6,067 6,484 Total stock-based compensation expense $ 9,192 $ 10,055 $ 28,728 $ 32,203 |
Stock-Based Awards Granted | We granted stock-based awards as follows: Three Months Ended September 30, Nine Months Ended September 30, Weighted-Average Weighted-Average Grant Date Grant Date (In thousands, except per share amounts) Shares Fair Value Shares Fair Value Service-based restricted stock units 31 $ 14.22 2,092 $ 11.92 Performance-based restricted stock units with a service condition 0 $ 0.00 292 $ 12.17 Market-based restricted stock units with a service condition 0 $ 0.00 497 $ 12.53 31 $ 14.22 2,881 $ 12.05 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Calculations of Earnings (Loss) Per Share | The calculations of earnings (loss) per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Basic Loss per Common Share: Net loss $ (5,133 ) $ (25,763 ) $ (18,433 ) $ (64,275 ) Less: Net income attributable to non-controlling interest $ (111 ) $ 0 $ (120 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (5,244 ) $ (25,763 ) $ (18,553 ) $ (64,275 ) Weighted-average common shares outstanding 188,944 180,189 183,725 179,691 Basic Loss per Common Share $ (0.03 ) $ (0.15 ) $ (0.10 ) $ (0.36 ) Diluted Loss per Common Share: Net loss $ (5,133 ) $ (25,763 ) $ (18,433 ) $ (64,275 ) Less: Net income attributable to non-controlling interest $ (111 ) $ 0 $ (120 ) $ 0 Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders $ (5,244 ) $ (25,763 ) $ (18,553 ) $ (64,275 ) Weighted-average common shares outstanding 188,944 180,189 183,725 179,691 Dilutive effect of stock options, restricted stock unit awards and warrants 0 0 0 0 Weighted-average common shares outstanding assuming dilution 188,944 180,189 183,725 179,691 Diluted Loss per Common Share $ (0.03 ) $ (0.15 ) $ (0.10 ) $ (0.36 ) |
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share | The following stock options, restricted stock unit awards and warrants are not included in the computation of diluted earnings (loss) per share as the effect of including such stock options, restricted stock unit awards and warrants in the computation would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation 23,562 24,177 25,359 24,314 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets consist of the following: September 30, 2015 December 31, 2014 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible (In thousands) Amount Amortization Assets, Net Amount Amortization Assets, Net Intangibles subject to amortization: Proprietary technology $ 450,964 $ (294,658 ) $ 156,306 $ 451,087 $ (267,547 ) $ 183,540 Customer contracts and relationships 554,399 (401,776 ) 152,623 550,287 (382,465 ) 167,822 Total $ 1,005,363 $ (696,434 ) $ 308,929 $ 1,001,374 $ (650,012 ) $ 351,362 Intangibles not subject to amortization: Registered trademarks $ 52,000 $ 52,000 Goodwill 1,222,823 1,200,746 Total $ 1,274,823 $ 1,252,746 |
Changes in Carrying Amount of Goodwill | Changes in the carrying amounts of goodwill by reportable segment for the nine months ended September 30, 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 Other additions 22,319 0 22,319 Foreign exchange translation (242 ) 0 (242 ) Balance as of September 30, 2015 $ 796,589 $ 426,234 $ 1,222,823 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Outstanding Excluding Capital Lease | Debt outstanding, excluding capital leases, consisted of the following: September 30, 2015 December 31, 2014 (In thousands) Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount Principal Balance Unamortized Discount and Debt Issuance Costs Net Carrying Amount 1.25% Cash Convertible Senior Notes $ 345,000 $ 64,806 $ 280,194 $ 345,000 $ 73,765 $ 271,235 Senior Secured Credit Facility (long- term portion) 367,664 5,542 362,122 272,410 4,452 267,958 Senior Secured Credit Facility (current portion) 12,500 485 12,015 28,125 892 27,233 Other debt 188 0 188 0 0 0 Total debt $ 725,352 $ 70,833 $ 654,519 $ 645,535 $ 79,109 $ 566,426 |
Interest Expense | Interest expense consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Interest expense $ 4,370 $ 4,190 $ 12,239 $ 12,074 Amortization of discounts and debt issuance costs 3,508 3,352 10,321 9,931 Write off of unamortized deferred debt issuance costs 1,376 0 1,433 0 Total interest expense $ 9,254 $ 7,542 $ 23,993 $ 22,005 |
Interest Expense Related to Notes | Interest expense related to the 1.25% Notes was comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Coupon interest at 1.25% $ 1,078 $ 1,078 $ 3,234 $ 3,234 Amortization of discounts and debt issuance costs 3,035 2,893 8,960 8,541 Total interest expense related to the 1.25% Notes $ 4,113 $ 3,971 $ 12,194 $ 11,775 |
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 September 30, 2015: Remainder of (In thousands) Total 2015 2016 2017 2018 2019 2020 1.25% Cash Convertible Senior Notes (1) $ 345,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 345,000 Term Loan 250,000 3,125 12,500 15,625 28,125 40,625 150,000 Revolving Facility 130,164 0 0 0 0 0 130,164 Other debt 188 32 156 0 0 0 0 Total debt $ 725,352 $ 3,157 $ 12,656 $ 15,625 $ 28,125 $ 40,625 $ 625,164 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Effective Tax Rates | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Loss before income taxes $ (1,441 ) $ (26,211 ) $ (14,250 ) $ (61,480 ) Income tax (provision) benefit $ (3,692 ) $ 448 $ (4,183 ) $ (2,795 ) Effective tax rate NM 1.7 % (29.4 %) (4.5 %) |
Derivative Financial Instrume25
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value and Balance Sheet Locations | The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates: September 30, 2015 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives qualifying as cash flow hedges: Foreign exchange contracts Prepaid expenses and other current assets $ 171 Accrued expenses $ 166 Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 48,669 N/A 1.25% Embedded cash conversion option N/A Other liabilities 49,449 Total derivatives $ 48,840 $ 49,615 December 31, 2014 Asset Derivatives Liability Derivatives (In thousands) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives not subject to hedge accounting: 1.25% Call Option Other assets 57,091 N/A 1.25% Embedded cash conversion option N/A Other liabilities 57,839 Total derivatives $ 57,091 $ 57,839 N/A – We define “N/A” as disclosure not being applicable |
Derivatives Instruments Designated as Cash Flow Hedges | The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss: Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months ended September 30, 2015 Nine Months ended September 30, 2015 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months ended September 30, 2015 Nine Months ended September 30, 2015 Foreign exchange contracts $ (317 ) $ (87 ) Cost of Revenue $ (29 ) $ (29 ) Selling, general and administrative expenses (23 ) (23 ) Research and development (40 ) (40 ) Amount of Gain (Loss) Recognized in OCI (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (In thousands) Three Months ended September 30, 2014 Nine Months ended September 30, 2014 Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months ended September 30, 2014 Nine Months ended September 30, 2014 Interest rate swap $ 0 $ (38 ) Interest expense $ (110 ) $ (465 ) |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | Changes in the balances of each component included in AOCI are presented in the tables below. All amounts are net of tax and exclude non-controlling interest. (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Marketable Securities Unrealized Net Gains (Losses) on Interest Rate Swap Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2014 (1) $ (2,119 ) $ 140 $ 0 $ 0 $ (1,979 ) Other comprehensive (loss) income before reclassifications (1,873 ) 0 0 (53 ) (1,926 ) Net losses (gains) reclassified from accumulated other comprehensive loss 0 (140 ) 0 56 (84 ) Net other comprehensive (loss) income (1,873 ) (140 ) 0 3 (2,010 ) Balance as of September 30, 2015 (2) $ (3,992 ) $ 0 $ 0 $ 3 $ (3,989 ) (1) (2) (In thousands) Foreign Currency Translation Adjustments Unrealized Net Gains (Losses) on Marketable Securities Unrealized Net Gains (Losses) on Interest Rate Swap Unrealized Net Gains (Losses) on Foreign Exchange Contracts Total Balance as of December 31, 2013 (1) $ (1,590 ) $ 124 $ (279 ) $ 0 $ (1,745 ) Other comprehensive income (loss) before reclassifications 96 19 (23 ) 0 92 Net losses (gains) reclassified from accumulated other comprehensive loss 0 0 282 0 282 Net other comprehensive income 96 19 259 0 374 Balance as of September 30, 2014 (2) $ (1,494 ) $ 143 $ (20 ) $ 0 $ (1,371 ) (1) (2 ) |
Income Tax Effects Related to Components of Other Comprehensive Income (Loss) | The following tables reflect the tax effects allocated to each component of other comprehensive income (loss) (“OCI”): Three Months Ended September 30, 2015 2014 (In thousands) Before-Tax Amount Tax Effect Total Before-Tax Amount Tax Effect Total Foreign currency translation adjustments $ (1,482 ) $ 0 $ (1,482 ) $ (824 ) $ 0 $ (824 ) Marketable securities: Net gain arising during the period 0 0 0 13 (5 ) 8 Net gain reclassified into income 0 0 0 0 0 0 Net change in unrealized gains on marketable securities 0 0 0 13 (5 ) 8 Derivatives qualifying as cash flow hedges: Interest rate swap: Net loss arising during the period 0 0 0 0 0 0 Net loss reclassified into income 0 0 0 110 (43 ) 67 Net change in unrealized losses on interest rate swap 0 0 0 110 (43 ) 67 Foreign exchange contracts: Net gains (losses) arising during the period (317 ) 124 (193 ) 0 0 0 Net (gains) losses reclassified into income 92 (36 ) 56 0 0 0 Net change in unrealized gains (losses) on foreign exchange contracts (225 ) 88 (137 ) 0 0 0 Net gain (loss) on cash flow hedges (225 ) 88 (137 ) 110 (43 ) 67 Other comprehensive (loss) income $ (1,707 ) $ 88 $ (1,619 ) $ (701 ) $ (48 ) $ (749 ) Nine Months Ended September 30, 2015 2014 (In thousands) Before-Tax Amount Tax Effect Total Before-Tax Amount Tax Effect Total Foreign currency translation adjustments $ (1,873 ) $ 0 $ (1,873 ) $ 96 $ 0 $ 96 Marketable securities: Net gain arising during the period 0 0 0 30 (11 ) 19 Net gain reclassified into income (228 ) 88 (140 ) 0 0 0 Net change in unrealized gains on marketable securities (228 ) 88 (140 ) 30 (11 ) 19 Derivatives qualifying as cash flow hedges: Interest rate swap: Net loss arising during the period 0 0 0 (38 ) 15 (23 ) Net loss reclassified into income 0 0 0 465 (183 ) 282 Net change in unrealized losses on interest rate swap 0 0 0 427 (168 ) 259 Foreign exchange contracts: Net gains (losses) arising during the period (87 ) 34 (53 ) 0 0 0 Net (gains) losses reclassified into income 92 (36 ) 56 0 0 0 Net change in unrealized gains (losses) on foreign exchange contracts 5 (2 ) 3 0 0 0 Net gain (loss) on cash flow hedges 5 (2 ) 3 427 (168 ) 259 Other comprehensive (loss) income $ (2,096 ) $ 86 $ (2,010 ) $ 553 $ (179 ) $ 374 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Revenue: Clinical and Financial Solutions $ 277,151 $ 270,752 $ 805,731 $ 815,303 Population Health 74,100 71,957 221,940 212,280 Unallocated Amounts 3,225 2,680 13,075 9,387 Total revenue $ 354,476 $ 345,389 $ 1,040,746 $ 1,036,970 Gross Profit: Clinical and Financial Solutions $ 117,850 $ 100,285 $ 321,032 $ 312,773 Population Health 49,789 46,979 145,487 143,634 Unallocated Amounts (14,291 ) (15,808 ) (39,757 ) (46,777 ) Total gross profit $ 153,348 $ 131,456 $ 426,762 $ 409,630 Income (loss) from operations: Clinical and Financial Solutions $ 60,811 $ 49,031 $ 159,292 $ 151,883 Population Health 37,449 26,953 94,837 77,433 Unallocated Amounts (89,391 ) (94,824 ) (245,364 ) (269,160 ) Total income (loss) from operations $ 8,869 $ (18,840 ) $ 8,765 $ (39,844 ) |
Basis of Presentation and Sig28
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) $ in Millions | Dec. 31, 2014USD ($) |
Secured Debt [Member] | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |
Debt issuance costs | $ 9.5 |
Fair Value Measurements and I29
Fair Value Measurements and Investments - Additional Information (Detail) - USD ($) | Jun. 26, 2015 | Apr. 17, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Outstanding money market funds investments | $ 0 | $ 0 | $ 0 | ||||
Payment for investment | 300,000 | ||||||
Equity in net loss of unconsolidated investments | $ 1,479,000 | $ 0 | 1,303,000 | $ 0 | |||
Total consideration for non marketable equity securities | $ 212,654,000 | $ 21,544,000 | 21,100,000 | ||||
Value of equity investments | 19,200,000 | ||||||
Value of commercial agreement | 1,900,000 | ||||||
1.25% Cash Convertible Senior Notes [Member] | |||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Interest rate | 1.25% | 1.25% | |||||
Other Assets [Member] | |||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Carrying values of equity method investment | $ 1,400,000 | $ 1,400,000 | 1,000,000 | ||||
Carrying values of cost method investments | 17,800,000 | 17,800,000 | $ 17,800,000 | ||||
Third Party [Member] | |||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Payment for acquiring a majority interest in a third party | $ 11,100,000 | ||||||
Provided loan to third party to refinance outstanding indebtedness | 9,300,000 | ||||||
Allocations of the estimated fair value, net assets of the third party to goodwill | 22,300,000 | ||||||
Allocations of the estimated fair value, net assets of the third party to intangibles | 4,300,000 | ||||||
Allocations of the estimated fair value, net assets of the third party to non-controlling interest | $ 11,000,000 | ||||||
Nant Health, LLC [Member] | |||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||||
Number of shares purchased | 59,099,908 | ||||||
Payment for investment | $ 200,000,000 | ||||||
Transaction-related expenses | 5,400,000 | ||||||
Carrying values of equity method investment | $ 205,400,000 | ||||||
Equity ownership percentage | 10.00% | ||||||
Underlying equity of net assets | 200,000,000 | $ 200,000,000 | |||||
Equity in net loss of unconsolidated investments | $ 1,500,000 |
Summary of Financial Assets and
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | $ 0 | $ 1,305 |
Prepaid expenses and other current assets | 98,511 | 102,392 |
Accrued expenses | (70,654) | (78,967) |
Total | (775) | 557 |
Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 171 | 0 |
Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | (166) | 0 |
1.25% Notes Embedded Cash Conversion Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities | (49,449) | (57,839) |
1.25% Call Option [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other assets | 48,669 | 57,091 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term marketable securities | 0 | 0 |
Total | 0 | 0 |
Level 1 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Level 1 [Member] | Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 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] | ||
Long-term marketable securities | 0 | 1,305 |
Total | 5 | 1,305 |
Level 2 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 171 | 0 |
Level 2 [Member] | Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | (166) | 0 |
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] | ||
Long-term marketable securities | 0 | 0 |
Total | (780) | (748) |
Level 3 [Member] | Foreign exchange derivative assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Level 3 [Member] | Foreign exchange derivative liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Accrued expenses | 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 | (49,449) | (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 | $ 48,669 | $ 57,091 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Jun. 26, 2015USD ($)$ / sharesshares | Jun. 24, 2015 | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)Installment$ / sharesshares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014shares |
Class Of Stock [Line Items] | |||||||
Stock options granted | 0 | 0 | 0 | 0 | |||
Capitalized stock-based compensation costs | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||
Share issued, exercise of options and release of stock awards | 1,100,000 | 1,700,000 | |||||
Shares settled for tax withholding | 433,000 | 549,000 | |||||
Unregistered common stock, shares issued | 266,226,000 | 266,226,000 | 265,138,000 | ||||
Proceeds from sale or issuance of common stock | $ | $ 102,091,000 | $ 1,670,000 | |||||
Warrant Issued to Commercial Partner [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Number of warrants issued | 1,500,000 | 1,500,000 | |||||
Initial exercise price of warrant per share | $ / shares | $ 12.94 | $ 12.94 | |||||
Number of installments | Installment | 4 | ||||||
Number of warrants vesting annually | 375,000 | 375,000 | |||||
Warrant expiration period | 2020-06 | ||||||
Warrants amortized into earnings | $ | $ 10,200,000 | $ 10,200,000 | |||||
Warrants vesting period | 4 years | ||||||
Nant Capital, LLC [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Unregistered common stock, shares issued | 7,434,944 | ||||||
Number of warrants issued | 1,486,989 | ||||||
Sale of common stock, price per share | $ / shares | $ 13.45 | ||||||
Consecutive trading day period | 60 days | ||||||
Proceeds from issuance of common stock | $ | $ 100,000,000 | ||||||
Warrant expiration term | The warrants may be exercised from time to time beginning on the date of issuance and expiring 18 months after the date of issuance. | ||||||
Warrant expiry period from date of issuance | 18 months | ||||||
Initial exercise price of warrant per share | $ / shares | $ 17.675 | ||||||
Proceeds from sale or issuance of common stock | $ | $ 98,300,000 | ||||||
Proceeds allocated to warrants | $ | $ 1,700,000 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 9,192 | $ 10,055 | $ 28,728 | $ 32,203 |
Cost of revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 1,796 | 1,335 | 6,801 | 4,720 |
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 | 972 | 340 | 3,247 | 1,271 |
Cost of revenue [Member] | Client services [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 824 | 995 | 3,554 | 3,449 |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 5,649 | 7,881 | 15,860 | 20,999 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 1,747 | $ 839 | $ 6,067 | $ 6,484 |
Stock-Based Awards Granted (Det
Stock-Based Awards Granted (Detail) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, granted | 31 | 2,881 |
Weighted-Average Grant Date Fair Value, granted | $ 14.22 | $ 12.05 |
Service-Based Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, granted | 31 | 2,092 |
Weighted-Average Grant Date Fair Value, granted | $ 14.22 | $ 11.92 |
Performance-Based Restricted Stock Units with a Service Condition [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, granted | 0 | 292 |
Weighted-Average Grant Date Fair Value, granted | $ 0 | $ 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 | 0 | 497 |
Weighted-Average Grant Date Fair Value, granted | $ 0 | $ 12.53 |
Calculations of Earnings (Loss)
Calculations of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic Loss per Common Share: | ||||
Net loss | $ (5,133) | $ (25,763) | $ (18,433) | $ (64,275) |
Less: Net income attributable to non-controlling interest | (111) | 0 | (120) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (5,244) | $ (25,763) | $ (18,553) | $ (64,275) |
Weighted-average common shares outstanding | 188,944 | 180,189 | 183,725 | 179,691 |
Basic Loss per Common Share | $ (0.03) | $ (0.15) | $ (0.10) | $ (0.36) |
Diluted Loss per Common Share: | ||||
Net loss | $ (5,133) | $ (25,763) | $ (18,433) | $ (64,275) |
Less: Net income attributable to non-controlling interest | (111) | 0 | (120) | 0 |
Net loss attributable to Allscripts Healthcare Solutions, Inc. stockholders | $ (5,244) | $ (25,763) | $ (18,553) | $ (64,275) |
Weighted-average common shares outstanding | 188,944 | 180,189 | 183,725 | 179,691 |
Dilutive effect of stock options, restricted stock unit awards and warrants | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding assuming dilution | 188,944 | 180,189 | 183,725 | 179,691 |
Diluted Loss per Common Share | $ (0.03) | $ (0.15) | $ (0.10) | $ (0.36) |
Anti-Dilutive Stock Options, Re
Anti-Dilutive Stock Options, Restricted Stock Unit Awards and Warrants Excluded from Computation of Diluted Earnings (Loss) Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Shares subject to anti-dilutive stock options, restricted stock unit awards and warrants excluded from calculation | 23,562 | 24,177 | 25,359 | 24,314 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,005,363 | $ 1,001,374 |
Accumulated Amortization | (696,434) | (650,012) |
Intangible Assets, Net | 308,929 | 351,362 |
Registered trademarks | 52,000 | 52,000 |
Goodwill | 1,222,823 | 1,200,746 |
Total | 1,274,823 | 1,252,746 |
Proprietary Technology [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 450,964 | 451,087 |
Accumulated Amortization | (294,658) | (267,547) |
Intangible Assets, Net | 156,306 | 183,540 |
Customer Contracts and Relationships [Member] | ||
Schedule Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 554,399 | 550,287 |
Accumulated Amortization | (401,776) | (382,465) |
Intangible Assets, Net | $ 152,623 | $ 167,822 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 1,200,746 |
Other additions | 22,319 |
Foreign exchange translation | (242) |
Goodwill, net | 1,222,823 |
Clinical and Financial Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill | 774,512 |
Other additions | 22,319 |
Foreign exchange translation | (242) |
Goodwill, net | 796,589 |
Population Health [Member] | |
Goodwill [Line Items] | |
Goodwill | 426,234 |
Other additions | 0 |
Foreign exchange translation | 0 |
Goodwill, net | $ 426,234 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment losses associated with goodwill | $ 0 | $ 0 |
Debt Outstanding Excluding Capi
Debt Outstanding Excluding Capital Lease (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Principal Balance | $ 725,352 | $ 645,535 | |
Unamortized Discount and Debt Issuance Costs | 70,833 | 79,109 | |
Net Carrying Amount | 654,519 | 566,426 | |
1.25% Cash Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 345,000 | [1] | 345,000 |
Unamortized Discount and Debt Issuance Costs | 64,806 | 73,765 | |
Net Carrying Amount | 280,194 | 271,235 | |
Senior Secured Credit Facility (long-term portion) [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 367,664 | 272,410 | |
Unamortized Discount and Debt Issuance Costs | 5,542 | 4,452 | |
Net Carrying Amount | 362,122 | 267,958 | |
Senior Secured Credit Facility (current portion) [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 12,500 | 28,125 | |
Unamortized Discount and Debt Issuance Costs | 485 | 892 | |
Net Carrying Amount | 12,015 | 27,233 | |
Other Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Balance | 188 | 0 | |
Unamortized Discount and Debt Issuance Costs | 0 | 0 | |
Net Carrying Amount | $ 188 | $ 0 | |
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Interest Expense (Detail)
Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 4,370 | $ 4,190 | $ 12,239 | $ 12,074 |
Amortization of discounts and debt issuance costs | 3,508 | 3,352 | 10,321 | 9,931 |
Write off of unamortized deferred debt issuance costs | 1,376 | 0 | 1,433 | 0 |
Total interest expense | $ 9,254 | $ 7,542 | $ 23,993 | $ 22,005 |
Interest Expense Related to Not
Interest Expense Related to Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Debt Instrument [Line Items] | ||||
Coupon interest at 1.25% | $ 4,370 | $ 4,190 | $ 12,239 | $ 12,074 |
Amortization of discounts and debt issuance costs | 3,508 | 3,352 | 10,321 | 9,931 |
Total interest expense | 9,254 | 7,542 | 23,993 | 22,005 |
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Coupon interest at 1.25% | 1,078 | 1,078 | 3,234 | 3,234 |
Amortization of discounts and debt issuance costs | 3,035 | 2,893 | 8,960 | 8,541 |
Total interest expense | $ 4,113 | $ 3,971 | $ 12,194 | $ 11,775 |
Debt - Additional Information (
Debt - Additional Information (Detail) £ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015GBP (£) | Dec. 31, 2014USD ($) | |||
Debt Instrument [Line Items] | ||||||||
Maximum percentage of foreign subsidiary capital stock guaranteeing credit facility | 65.00% | 65.00% | 65.00% | |||||
Deferred costs associated with Credit Facility | $ 3,300,000 | |||||||
Debt instrument, principal balance | $ 725,352,000 | 725,352,000 | $ 645,535,000 | |||||
Credit facility borrowings | 269,719,000 | $ 91,964,000 | ||||||
Secured Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 9,500,000 | |||||||
Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Portion of facility available for issuance of letters of credit | 50,000,000 | 50,000,000 | ||||||
Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Portion of facility available for issuance of swingline loans | 10,000,000 | 10,000,000 | ||||||
Senior Secured Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 250,000,000 | $ 250,000,000 | ||||||
Term Loan repayment, end date | Sep. 30, 2020 | |||||||
Credit facility, increase in total borrowing limits | 25,000,000 | $ 25,000,000 | ||||||
Senior secured credit facilities term, years | 5 years | |||||||
Debt instrument, principal balance | 250,000,000 | $ 250,000,000 | ||||||
Senior Secured Revolving Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 550,000,000 | 550,000,000 | ||||||
Credit facility, increase in total borrowing limits | 125,000,000 | 125,000,000 | ||||||
Credit facility, maximum borrowing capacity, foreign currencies | 100,000,000 | $ 100,000,000 | ||||||
Senior secured credit facilities term, years | 5 years | |||||||
Applicable margin for borrowings based on federal funds rate | 0.50% | |||||||
Initial margin for borrowings based on non-Eurocurrency rate | 1.25% | |||||||
Initial margin for borrowings based on Eurocurrency rate | 2.25% | |||||||
Basis point reduction in applicable interest rate margin ranges | 0.50% | |||||||
Debt instrument, principal balance | 130,164,000 | $ 130,164,000 | ||||||
Credit facility, amount available | 419,200,000 | 419,200,000 | ||||||
Senior Secured Revolving Facility [Member] | United States dollars [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, amount borrowed | 115,000,000 | 115,000,000 | ||||||
Senior Secured Revolving Facility [Member] | British Pound Sterling [member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, amount borrowed | 15,200,000 | $ 15,200,000 | £ 10 | |||||
Senior Secured Revolving Facility [Member] | Eurocurrency Rate for U.S. Dollars [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facility interest rate spread | 1.00% | |||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facility interest rate spread | 1.00% | |||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facility interest rate spread | 2.25% | |||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Eurocurrency Rate [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facility interest rate spread | 0.00% | |||||||
Senior Secured Revolving Facility [Member] | 2015 Credit Agreement [Member] | Eurocurrency Rate [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facility interest rate spread | 1.25% | |||||||
Senior Secured Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of additional credit facilities authorized | 300,000,000 | $ 300,000,000 | ||||||
Letters of credit outstanding | $ 700,000 | $ 700,000 | ||||||
Senior Secured Credit Facility [Member] | United States dollars [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, effective percentage | 2.44% | 2.44% | 2.44% | |||||
Senior Secured Credit Facility [Member] | British Pound Sterling [member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, effective percentage | 2.84% | 2.84% | 2.84% | |||||
Senior Secured Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest coverage ratio | 400.00% | 400.00% | 400.00% | |||||
Senior Secured Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 400.00% | 400.00% | 400.00% | |||||
Secured leverage ratio | 300.00% | 300.00% | 300.00% | |||||
Senior Secured Credit Facility [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facility interest rate spread | 2.25% | |||||||
Senior Secured Credit Facility [Member] | 2015 Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, fees and other cost | $ 3,000,000 | |||||||
Debt issuance costs | $ 2,700,000 | $ 2,700,000 | ||||||
Debt Instrument fees and other costs expensed | 300,000 | |||||||
Senior Secured Credit Facility [Member] | 2015 Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Consideration paid for acquisitions | $ 100,000,000 | |||||||
Senior Secured Credit Facility [Member] | 2015 Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 450.00% | 450.00% | 450.00% | |||||
Secured leverage ratio | 325.00% | 325.00% | 325.00% | |||||
Revolving Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility borrowings | $ 100,000,000 | |||||||
1.25% Cash Convertible Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal balance | $ 345,000,000 | [1] | $ 345,000,000 | [1] | $ 345,000,000 | |||
Interest rate | 1.25% | 1.25% | 1.25% | |||||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Summary of Future Payment Oblig
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
Total | $ 725,352 | $ 645,535 | ||
Remainder of 2015 | 3,157 | |||
2,016 | 12,656 | |||
2,017 | 15,625 | |||
2,018 | 28,125 | |||
2,019 | 40,625 | |||
2,020 | 625,164 | |||
1.25% Cash Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 345,000 | [1] | 345,000 | |
Remainder of 2015 | [1] | 0 | ||
2,016 | [1] | 0 | ||
2,017 | [1] | 0 | ||
2,018 | [1] | 0 | ||
2,019 | [1] | 0 | ||
2,020 | [1] | 345,000 | ||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 250,000 | |||
Remainder of 2015 | 3,125 | |||
2,016 | 12,500 | |||
2,017 | 15,625 | |||
2,018 | 28,125 | |||
2,019 | 40,625 | |||
2,020 | 150,000 | |||
Other Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 188 | $ 0 | ||
Remainder of 2015 | 32 | |||
2,016 | 156 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 130,164 | |||
Remainder of 2015 | 0 | |||
2,016 | 0 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | $ 130,164 | |||
[1] | Assumes no cash conversions of the 1.25% Notes prior to their maturity on July 1, 2020. |
Summary of Future Payment Obl44
Summary of Future Payment Obligations under Notes and Senior Secured Credit Facilities (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
1.25% Cash Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Notes maturity period | Jul. 1, 2020 |
Effective Tax Rates (Detail)
Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (1,441) | $ (26,211) | $ (14,250) | $ (61,480) |
Income tax (provision) benefit | $ (3,692) | $ 448 | $ (4,183) | $ (2,795) |
Effective tax rate | 1.70% | (29.40%) | (4.50%) |
Effective Tax Rates (Parentheti
Effective Tax Rates (Parenthetical) (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule Of Effective Tax Rates [Line Items] | ||||
Effective tax rate considered not meaningful | 1.70% | (29.40%) | (4.50%) | |
Minimum [Member] | ||||
Schedule Of Effective Tax Rates [Line Items] | ||||
Effective tax rate considered not meaningful | 200.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Valuation allowance | $ 5.9 | $ 6.3 | $ 5.9 | $ 24.1 | |
Cumulative operating income loss period considered | 3 years | ||||
Unrecognized income tax benefits | 10.7 | $ 10.7 | $ 15.3 | ||
Unrecognized income tax benefits recognized | $ 4 |
Fair Value and Balance Sheet Lo
Fair Value and Balance Sheet Locations - (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | $ 48,840 | $ 57,091 |
Derivative liability, fair value | 49,615 | 57,839 |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | 171 | |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accrued expenses [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, fair value | 166 | |
Not Designated as Hedging Instrument [Member] | 1.25% Call Option [Member] | Other Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset, fair value | 48,669 | 57,091 |
Not Designated as Hedging Instrument [Member] | 1.25% Embedded Cash Conversion Option [Member] | Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, fair value | $ 49,449 | $ 57,839 |
Derivative Financial Instrume49
Derivative Financial Instruments - Additional Information (Detail) | Oct. 29, 2010 | Sep. 30, 2015USD ($)Agreement | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Agreement | Sep. 30, 2014USD ($) | Sep. 30, 2015INR (₨)Agreement | Jun. 30, 2015Derivative | Jun. 18, 2013USD ($) |
1.25% Call Option [Member] | ||||||||
Derivative [Line Items] | ||||||||
Gain (Loss) on call options | $ (18,300,000) | $ (35,400,000) | $ (8,400,000) | $ (37,000,000) | ||||
Foreign Exchange Forward Contracts [Member] | ||||||||
Derivative [Line Items] | ||||||||
Number of contracts | Derivative | 27 | |||||||
Period of contracts staggered to mature | 12 months | |||||||
Amount of Gain (Loss) Recognized in AOCI (Effective Portion) | 0 | $ 0 | ||||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | 0 | ||||||
Unrealized derivatives gains (losses) included in other comprehensive (loss) income reclassified into income | $ (100,000) | |||||||
Estimated period of unrealized gains included in AOCI reclassified into income | 12 months | |||||||
Foreign Exchange Forward Contracts [Member] | Minimum [Member] | ||||||||
Derivative [Line Items] | ||||||||
Date of contracts mature | Oct. 31, 2015 | |||||||
Derivative notional amount outstanding | 400,000 | $ 400,000 | ₨ 25,000,000 | |||||
Foreign Exchange Forward Contracts [Member] | Maximum [Member] | ||||||||
Derivative [Line Items] | ||||||||
Date of contracts mature | Mar. 31, 2017 | |||||||
Derivative notional amount outstanding | $ 3,200,000 | $ 3,200,000 | ₨ 210,000,000 | |||||
Interest Rate Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | 0 | ||||||
Interest rate swap agreement effective date | Oct. 29, 2010 | |||||||
Interest rate swap agreement termination date | Oct. 31, 2014 | |||||||
Outstanding interest rate swap agreements | Agreement | 0 | 0 | 0 | |||||
1.25% Notes Embedded Cash Conversion Option [Member] | ||||||||
Derivative [Line Items] | ||||||||
Gain (Loss) on call options | $ 18,400,000 | $ 35,600,000 | $ 8,400,000 | $ 37,200,000 | ||||
1.25% Notes Embedded Cash Conversion Option [Member] | Level 3 [Member] | Fair Value Measurements, Recurring [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fair value liability of embedded cash conversion option | $ 82,800,000 |
Derivatives Instruments Designa
Derivatives Instruments Designated as Cash Flow Hedges - (Detail) - Cash Flow Hedging [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Selling, General and Administrative Expenses [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ (23) | $ (23) | ||
Research and development [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | (40) | (40) | ||
Foreign Exchange Contract [Member] | Cost of revenue [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | (317) | (87) | ||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ (29) | $ (29) | ||
Interest Rate Swap [Member] | Interest Expense [Member} | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI (Effective Portion) | $ 0 | $ (38) | ||
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | $ (110) | $ (465) |
Other Comprehensive Income - Co
Other Comprehensive Income - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | $ (1,979) | $ (1,745) | ||
Other comprehensive (loss) income before reclassifications | (1,926) | 92 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | (84) | 282 | ||
Net other comprehensive (loss) income | $ (1,619) | $ (749) | (2,010) | 374 |
Balance at the end of the period | (3,989) | (1,371) | (3,989) | (1,371) |
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | (2,119) | (1,590) | ||
Other comprehensive (loss) income before reclassifications | (1,873) | 96 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Net other comprehensive (loss) income | (1,873) | 96 | ||
Balance at the end of the period | (3,992) | (1,494) | (3,992) | (1,494) |
Unrealized Net Gains (Losses) on Marketable Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | 140 | 124 | ||
Other comprehensive (loss) income before reclassifications | 0 | 19 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | (140) | 0 | ||
Net other comprehensive (loss) income | (140) | 19 | ||
Balance at the end of the period | 0 | 143 | 0 | 143 |
Derivatives Qualifying as Cash Flow Hedges [Member] | Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | 0 | (279) | ||
Other comprehensive (loss) income before reclassifications | 0 | (23) | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 0 | 282 | ||
Net other comprehensive (loss) income | 0 | 259 | ||
Balance at the end of the period | 0 | (20) | 0 | (20) |
Derivatives Qualifying as Cash Flow Hedges [Member] | Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Balance at the beginning of the period | 0 | 0 | ||
Other comprehensive (loss) income before reclassifications | (53) | 0 | ||
Net losses (gains) reclassified from accumulated other comprehensive loss | 56 | 0 | ||
Net other comprehensive (loss) income | 3 | 0 | ||
Balance at the end of the period | $ 3 | $ 0 | $ 3 | $ 0 |
Other Comprehensive Income - 52
Other Comprehensive Income - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gains (losses) on marketable securities, taxes (benefits) | $ 90 | $ 88 | $ 79 | |
Foreign Exchange Contract [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gain (loss) on derivatives, taxes (benefits) | $ 2 | |||
Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Unrealized net gain (loss) on derivatives, taxes (benefits) | $ (10) | $ (179) |
Other Comprehensive Income - In
Other Comprehensive Income - Income Tax Effects Related to Components of Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Foreign currency translation adjustments, Before-Tax Amount | $ (1,482) | $ (824) | $ (1,873) | $ 96 | ||
Net change in unrealized gains on marketable securities, Before-Tax Amount | 0 | 13 | (228) | 30 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (225) | 110 | 5 | 427 | ||
Other comprehensive (loss) income, Before-Tax Amount | (1,707) | (701) | (2,096) | 553 | ||
Foreign currency translation adjustments, Tax Effect | 0 | 0 | 0 | 0 | ||
Net change in unrealized gains on marketable securities, Tax Effect | (90) | $ (88) | $ (79) | |||
Other comprehensive (loss) income, Tax Effect | 88 | (48) | 86 | (179) | ||
Foreign currency translation adjustments, Total | (1,482) | (824) | (1,873) | 96 | ||
Other comprehensive (loss) income, Total | (1,619) | (749) | (2,010) | 374 | ||
Interest Rate Swap [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 10 | $ 179 | ||||
Foreign Exchange Contract [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | (2) | |||||
Marketable Securities [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Marketable securities, net gain arising during the period, Before-Tax Amount | 0 | 13 | 0 | 30 | ||
Marketable securities, net gain reclassified into income, Before-Tax Amount | 0 | 0 | (228) | 0 | ||
Net change in unrealized gains on marketable securities, Before-Tax Amount | 0 | 13 | (228) | 30 | ||
Marketable securities, net gain arising during the period, Tax Effect | 0 | (5) | 0 | (11) | ||
Marketable securities, net gain reclassified into income, Tax Effect | 0 | 0 | 88 | 0 | ||
Net change in unrealized gains on marketable securities, Tax Effect | 0 | (5) | 88 | (11) | ||
Marketable securities, net gain arising during the period, Total | 0 | 8 | 0 | 19 | ||
Marketable securities, net gain reclassified into income, Total | 0 | 0 | (140) | 0 | ||
Net change in unrealized gains on marketable securities, Total | 0 | 8 | (140) | 19 | ||
Other comprehensive (loss) income, Total | (140) | 19 | ||||
Derivatives Qualifying as Cash Flow Hedges [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (225) | 110 | 5 | 427 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 88 | (43) | (2) | (168) | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Total | (137) | 67 | 3 | 259 | ||
Derivatives Qualifying as Cash Flow Hedges [Member] | Interest Rate Swap [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Before-Tax Amount | 0 | 0 | 0 | (38) | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | 0 | 110 | 0 | 465 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | 0 | 110 | 0 | 427 | ||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Tax Effect | 0 | 0 | 0 | 15 | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | 0 | (43) | 0 | (183) | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 0 | (43) | 0 | (168) | ||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Total | 0 | 0 | 0 | (23) | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Total | 0 | 67 | 0 | 282 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Total | 0 | 67 | 0 | 259 | ||
Other comprehensive (loss) income, Total | 0 | 259 | ||||
Derivatives Qualifying as Cash Flow Hedges [Member] | Foreign Exchange Contract [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Before-Tax Amount | (317) | 0 | (87) | 0 | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Before-Tax Amount | 92 | 0 | 92 | 0 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Before-Tax Amount | (225) | 0 | 5 | 0 | ||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Tax Effect | 124 | 0 | 34 | 0 | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Tax Effect | (36) | 0 | (36) | 0 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Tax Effect | 88 | 0 | (2) | 0 | ||
Derivatives qualifying as cash flow hedges, net gains (losses) arising during the period, Total | (193) | 0 | (53) | 0 | ||
Derivatives qualifying as cash flow hedges, net (gains) losses reclassified into income, Total | 56 | 0 | 56 | 0 | ||
Derivatives qualifying as cash flow hedges, net gain (loss), Total | $ (137) | $ 0 | 3 | 0 | ||
Other comprehensive (loss) income, Total | $ 3 | $ 0 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - Pending Litigation [Member] - $ / Violation | 9 Months Ended | |
Sep. 30, 2015 | May. 01, 2012 | |
Pegasus Imaging Corporation [Member] | ||
Loss Contingencies [Line Items] | ||
Contingency allegations | 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 | |
Loss contingency action taken by defendant | 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 | ||
Loss Contingencies [Line Items] | ||
Dismissal date of fraud, fraudulent inducement, and unfair competition and unfair trade practices claims | Mar. 31, 2015 | |
Settlement agreement date | October 29, 2015 |
Business Segments - Additional
Business Segments - Additional Information (Detail) - Segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 3 |
Number of operating segments | 7 |
Revenues and Income from Operat
Revenues and Income from Operations Related to Segment Within Reconciliation to Consolidated Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 354,476 | $ 345,389 | $ 1,040,746 | $ 1,036,970 |
Gross Profit | 153,348 | 131,456 | 426,762 | 409,630 |
Income (loss) from operations | 8,869 | (18,840) | 8,765 | (39,844) |
Unallocated Amounts [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,225 | 2,680 | 13,075 | 9,387 |
Gross Profit | (14,291) | (15,808) | (39,757) | (46,777) |
Income (loss) from operations | (89,391) | (94,824) | (245,364) | (269,160) |
Clinical and Financial Solutions [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 277,151 | 270,752 | 805,731 | 815,303 |
Gross Profit | 117,850 | 100,285 | 321,032 | 312,773 |
Income (loss) from operations | 60,811 | 49,031 | 159,292 | 151,883 |
Population Health [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 74,100 | 71,957 | 221,940 | 212,280 |
Gross Profit | 49,789 | 46,979 | 145,487 | 143,634 |
Income (loss) from operations | $ 37,449 | $ 26,953 | $ 94,837 | $ 77,433 |