ACQUISITIONS | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS |
Watertown, MA Corporate Headquarters – the Arsenal on the Charles |
On May 10, 2013, athenahealth, through its wholly-owned subsidiary Athena Arsenal, LLC, completed the acquisition of the real estate commonly known as the Arsenal on the Charles, located in Watertown, Massachusetts. The Arsenal on the Charles is an expansive 29-acre, multi-building, commercial property where we were leasing space for our headquarters and related operating activities prior to the transaction. The purpose of this acquisition is to allow for future expansion of the corporate headquarters to accommodate anticipated headcount growth. The purchase price was $168.5 million, subject to working capital adjustments. The fair value of the consideration paid was $167.3 million, all of which was paid in cash. |
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition: |
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Prepaid expenses and other current assets | $ | 685 | | | | | | | | | | | | | |
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Property, equipment and buildings | 144,071 | | | | | | | | | | | | | |
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Purchased intangible assets | 25,545 | | | | | | | | | | | | | |
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Accrued expenses | (271 | ) | | | | | | | | | | | | |
Deferred revenue | (789 | ) | | | | | | | | | | | | |
Other long-term liabilities | (1,916 | ) | | | | | | | | | | | | |
Total identifiable net assets | $ | 167,325 | | | | | | | | | | | | | |
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The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and are based on the information that was available as of the date of the acquisition. We believe that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but certain items such as the value of the purchased tangible and intangible assets and certain working capital adjustments to the purchase price may be subject to change as additional information is received about facts and circumstances that existed at the date of acquisition. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. |
The following table sets forth the fair value of the preliminary components of the identifiable intangible assets acquired by asset class: |
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Above market leases | | $ | 3,298 | | | | | | | | | | | | |
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In-place leases | | 22,247 | | | | | | | | | | | | |
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Total intangible assets subject to amortization | | $ | 25,545 | | | | | | | | | | | | |
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The value of any in-place lease is estimated to be equal to the property owners’ avoidance of costs necessary to release the property for a lease term equal to the remaining primary in-place lease term and the value of investment grade tenancy. The cost avoidance to the property owners of vacancy/leasing costs necessary to lease the property for a lease term equal to the remaining in-place lease term is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term was estimated. These costs consist of: (i) rent lost during downtime (e.g., assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy, (iii) rent concessions (e.g., free rent), (iv) leasing commissions, and (v) tenant improvement allowances. We determine these values using our own estimates along with third-party appraisals. We amortize the capitalized value of in-place lease intangible assets to expense over the remaining initial term of each lease. We amortize the capitalized value of above market leases to expense over the initial and expected renewal terms of the leases. No amortization period for intangible assets will exceed the remaining depreciable life of the building. |
The amounts of third-party tenant revenue (included in the line item "Implementation and other") and net loss from the Arsenal on the Charles included in our condensed consolidated statements of income from the acquisition date of May 10, 2013, through the period ended September 30, 2013, are $6.1 million and $0.2 million, respectively. Direct operating expense from the acquisition date of May 10, 2013, through the period ended September 30, 2013, includes $5.9 million of costs associated with third-party tenant revenue for the Arsenal on the Charles. |
We incurred transaction costs in connection with the acquisition of $2.4 million during the nine months ended September 30, 2013, respectively, and $3.1 million in total. These costs are included in general and administrative expenses. |
Epocrates, Inc. |
On March 12, 2013, we acquired Epocrates, a leading provider of essential clinical content, practice tools, and health industry engagement via mobile devices at the point of care. We acquired Epocrates for the assembled workforce, expected synergies, and accelerated awareness of athenahealth’s services across the physician market and to deliver high-value information to the clinical community. The acquisition date fair value of the consideration transferred for Epocrates, less cash and short-term investments acquired was approximately $237.6 million, which consisted of the following: |
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Cash payments | $ | 294,632 | | | | | | | | | | | | | |
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Fair value of vested stock options and restricted stock units assumed | 13,028 | | | | | | | | | | | | | |
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Fair value of total consideration | 307,660 | | | | | | | | | | | | | |
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Less cash acquired | (51,796 | ) | | | | | | | | | | | | |
Less short-term investments acquired | (18,250 | ) | | | | | | | | | | | | |
Total | $ | 237,614 | | | | | | | | | | | | | |
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The value of the share consideration for Epocrates’ common stock was based on the average closing sales prices per share of athenahealth common stock for the ten trading days ending on the second trading day prior to the closing of the acquisition. The fair value of the stock options and restricted stock units assumed by us was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.1239 was applied to convert Epocrates stock options and restricted stock units to athenahealth stock options and restricted stock units. |
We assumed stock options and restricted stock units with a fair value of $22.6 million. Of the total consideration, $13.0 million was allocated to the purchase consideration and $9.6 million was allocated to future services and will be expensed over the remaining service periods on a straight-line basis over the remaining service period. In the nine months ended September 30, 2013, stock-based compensation expense recognized for stock options and restricted stock units assumed was $7.6 million. |
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition: |
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Accounts receivable | $ | 23,144 | | | | | | | | | | | | | |
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Other current and long-term assets | 3,833 | | | | | | | | | | | | | |
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Property, equipment and capitalized software costs | 4,168 | | | | | | | | | | | | | |
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Purchased intangible assets | 139,900 | | | | | | | | | | | | | |
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Current liabilities | (11,054 | ) | | | | | | | | | | | | |
Deferred tax liabilities, net | (39,811 | ) | | | | | | | | | | | | |
Deferred revenue | (29,400 | ) | | | | | | | | | | | | |
Other long-term liabilities | (1,259 | ) | | | | | | | | | | | | |
Total identifiable net assets | $ | 89,521 | | | | | | | | | | | | | |
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Goodwill | 148,093 | | | | | | | | | | | | | |
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| $ | 237,614 | | | | | | | | | | | | | |
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The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed were based on management’s estimates and assumptions based on the information that was available as of the date of the acquisition. We believe that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but certain items such as accounts receivable, purchased intangible assets, current and non-current income taxes payable, deferred taxes, deferred revenue and uncertain tax benefits may be subject to change as additional information is received about facts and circumstances that existed at the date of acquisition and certain tax returns are finalized. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. |
The following table sets forth the preliminary components of the identifiable intangible assets acquired by asset class and their preliminary estimated useful lives as of the date of acquisition: |
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| Fair Value | | Useful Life | | | | | | | | | | |
Physician network | $ | 104,500 | | | 14 years | | | | | | | | | | |
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Drug information content | 10,000 | | | 5 years | | | | | | | | | | |
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Trade name | 11,500 | | | 10 years | | | | | | | | | | |
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Customer backlog | 2,900 | | | 1.5 years | | | | | | | | | | |
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Epocrates non-compete agreement | 4,500 | | | 1.5 years | | | | | | | | | | |
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Developed technology | 6,500 | | | 3 years | | | | | | | | | | |
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Total intangible assets subject to amortization | $ | 139,900 | | | | | | | | | | | | | |
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We anticipate that we will allocate the acquired physician network among our operating segments once determined. The Epocrates segment will represent the fair values of the underlying relationships and agreements with Epocrates customers. The physician network related to the athenahealth segment will represent the fair values of the savings associated with future marketing spend for the athenahealth segment services to the acquired physician network. Drug information content represents the fair value of the cost to replace the drug information and interaction content used by the physician’s network. The trade name represents the fair value of the brand and name recognition associated with the marketing of Epocrates’ service offerings. Customer backlog represents the estimated fair value of existing contractual backlog orders as of the acquisition date. Epocrates non-compete agreement represents the estimated fair value of the contract between athenahealth and a former member of Epocrates management. Developed technology represents the estimated fair value of Epocrates’ mobile device platform. All of the purchased intangible assets related to the Epocrates transaction have finite lives. For those purchased intangible assets where an income approach was used, we considered the projected undiscounted cash flows as the best indication of the pattern of economic benefit expected from each asset. |
The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating Epocrates’ mobile device platform with the athenahealth service offerings. We anticipate goodwill will be allocated among our reporting units and operating segments once determined. The goodwill balance is not deductible for U.S. income tax purposes. |
The amounts of revenue and net loss of Epocrates included in our condensed consolidated statements of income from the acquisition date of March 12, 2013, through the period ended September 30, 2013, are $33.5 million and $17.6 million, respectively. The net loss includes $7.6 million in stock-based compensation expense primarily related to the acceleration of certain individuals’ stock awards upon termination. |
We incurred transaction costs in connection with the acquisition of $0.0 million and $2.7 million during the three and nine months ended September 30, 2013, respectively, and $3.2 million in total. These costs are included in general and administrative expenses. |
As part of the integration of Epocrates, we communicated to certain employees severance and retention bonuses which total $4.2 million to be paid through the end of 2013. The following table summarizes these amounts on the condensed consolidated statements of income for the nine months ended September 30, 2013: |
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Summary of roll forward of integration costs | | | | | | | | | | | | | |
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Beginning balance, January 1, 2013 | $ | — | | | | | | | | | | | | | |
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Addition to provision | 2,209 | | | | | | | | | | | | | |
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Cash payments | (195 | ) | | | | | | | | | | | | |
Ending balance, March 31, 2013 | $ | 2,014 | | | | | | | | | | | | | |
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Addition to provision | 979 | | | | | | | | | | | | | |
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Change in estimate | (129 | ) | | | | | | | | | | | | |
Cash payments | (1,122 | ) | | | | | | | | | | | | |
Ending balance, June 30, 2013 | $ | 1,742 | | | | | | | | | | | | | |
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Addition to provision | 526 | | | | | | | | | | | | | |
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Change in estimate | (72 | ) | | | | | | | | | | | | |
Cash payments | (692 | ) | | | | | | | | | | | | |
Ending balance, September 30, 2013 | $ | 1,504 | | | | | | | | | | | | | |
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Pro Forma Presentation |
The following pro forma financial information summarizes the combined results of operations for athenahealth as though the acquisitions of Epocrates and the Arsenal on the Charles occurred on January 1, 2012. The unaudited pro forma financial information is as follows: |
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| Three months ended September 30, | | Nine months ended September 30, |
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| 2013 | | 2012 | | 2013 | | 2012 |
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Revenue | $ | 151,527 | | | $ | 132,833 | | | $ | 443,196 | | | $ | 390,673 | |
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Net income (loss) | $ | 1,170 | | | $ | 982 | | | $ | (14,953 | ) | | $ | (9,101 | ) |
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Net income (loss) per share – Basic | $ | 0.03 | | | $ | 0.03 | | | $ | (0.41 | ) | | $ | (0.25 | ) |
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Net income (loss) per share – Diluted | $ | 0.03 | | | $ | 0.03 | | | $ | (0.41 | ) | | $ | (0.24 | ) |
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The pro forma financial information for all periods presented has been calculated after adjusting the results of Epocrates and the Arsenal on the Charles to reflect the business combination accounting effects resulting from these acquisitions including the amortization expenses from acquired intangible assets, the deprecation expenses from acquired tangible assets, the stock-based compensation expense for unvested stock options and restricted stock units assumed and the related tax effects as though the acquisition occurred as of January 1, 2012. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of our 2012 fiscal year. |