Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 05, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ATHN | ||
Entity Registrant Name | Athenahealth Inc | ||
Entity Central Index Key | 1131096 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 38,195,739 | ||
Entity Public Float | $4,695,961,476 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $73,787 | $65,002 |
Marketable securities | 40,950 | 0 |
Accounts receivable, net | 121,710 | 87,343 |
Restricted cash | 0 | 3,000 |
Deferred tax assets, net | 0 | 6,118 |
Prepaid expenses and other current assets | 22,627 | 17,194 |
Total current assets | 259,074 | 178,657 |
Property and equipment, net | 271,552 | 213,018 |
Capitalized software costs, net | 56,574 | 29,987 |
Purchased intangible assets, net | 139,422 | 168,364 |
Goodwill | 198,049 | 198,049 |
Investments and other assets | 7,327 | 8,321 |
Total assets | 931,998 | 796,396 |
Current liabilities: | ||
Accounts payable | 9,410 | 3,930 |
Accrued compensation | 71,768 | 44,444 |
Accrued expenses | 37,033 | 24,380 |
Line of credit | 35,000 | 35,000 |
Long-term debt | 15,000 | 15,000 |
Deferred revenue | 28,949 | 27,002 |
Deferred tax liability, net | 8,449 | 0 |
Total current liabilities | 205,609 | 149,756 |
Deferred rent, net of current portion | 19,412 | 1,478 |
Long-term debt, net of current portion | 158,750 | 173,750 |
Deferred revenue, net of current portion | 54,473 | 53,172 |
Long-term deferred tax liability, net | 10,417 | 21,421 |
Other long-term liabilities | 8,214 | 5,511 |
Total liabilities | 456,875 | 405,088 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value: 5,000 shares authorized; no shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 0 | 0 |
Common stock, $0.01 par value: 125,000 shares authorized; 39,402 shares issued and 38,124 shares outstanding at December 31, 2014; 38,600 shares issued and 37,322 shares outstanding at December 31, 2013 | 395 | 387 |
Additional paid-in capital | 443,259 | 380,967 |
Treasury stock, at cost, 1,278 shares | -1,200 | -1,200 |
Accumulated other comprehensive income (loss) | 24,188 | -446 |
Retained earnings | 8,481 | 11,600 |
Total stockholders’ equity | 475,123 | 391,308 |
Total liabilities and stockholders’ equity | $931,998 | $796,396 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (shares) | 39,402,000 | 38,600,000 |
Common stock, shares outstanding (shares) | 38,124,000 | 37,322,000 |
Treasury stock, shares (shares) | 1,278,000 | 1,278,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||||||||||
Business services | $201,072 | $179,711 | $175,949 | $154,502 | $162,529 | $141,326 | $137,919 | $121,463 | $711,234 | $563,237 | $408,496 |
Implementation and other | 12,142 | 10,717 | 9,973 | 8,533 | 9,050 | 10,201 | 8,382 | 4,133 | 41,365 | 31,766 | 13,775 |
Total revenue | 213,214 | 190,428 | 185,922 | 163,035 | 171,579 | 151,527 | 146,301 | 125,596 | 752,599 | 595,003 | 422,271 |
Expense: | |||||||||||
Direct operating | 76,274 | 79,343 | 74,774 | 72,148 | 62,852 | 63,245 | 59,390 | 53,185 | 302,539 | 238,672 | 166,886 |
Selling and marketing | 50,533 | 45,206 | 50,722 | 43,227 | 37,947 | 37,584 | 41,035 | 32,922 | 189,688 | 149,488 | 104,300 |
Research and development | 19,802 | 18,087 | 16,417 | 15,155 | 16,322 | 15,104 | 14,269 | 11,944 | 69,461 | 57,639 | 33,792 |
General and administrative | 33,592 | 31,800 | 30,443 | 29,357 | 22,339 | 21,690 | 24,670 | 31,077 | 125,192 | 99,776 | 57,025 |
Depreciation and amortization | 18,071 | 17,258 | 15,186 | 14,249 | 12,864 | 11,263 | 11,107 | 8,341 | 64,764 | 43,575 | 25,641 |
Total expense | 198,272 | 191,694 | 187,542 | 174,136 | 152,324 | 148,886 | 150,471 | 137,469 | 751,644 | 589,150 | 387,644 |
Operating (loss) income | 14,942 | -1,266 | -1,620 | -11,101 | 19,255 | 2,641 | -4,170 | -11,873 | 955 | 5,853 | 34,627 |
Other (expense) income: | |||||||||||
Interest expense | -911 | -1,244 | -1,275 | -1,265 | -1,319 | -1,421 | -1,001 | -164 | -4,695 | -3,905 | -407 |
Other (expense) income | 27 | 26 | -6 | -171 | 136 | 30 | 63 | 54 | -124 | 283 | 658 |
Total other (expense) income | -884 | -1,218 | -1,281 | -1,436 | -1,183 | -1,391 | -938 | -110 | -4,819 | -3,622 | 251 |
(Loss) income before income tax benefit (provision) | 14,058 | -2,484 | -2,901 | -12,537 | 18,072 | 1,250 | -5,108 | -11,983 | -3,864 | 2,231 | 34,878 |
Income tax benefit (provision) | -5,329 | 853 | 739 | 4,482 | -4,927 | -80 | -7,313 | 12,683 | 745 | 363 | -16,146 |
Net (loss) income | $8,729 | ($1,631) | ($2,162) | ($8,055) | $13,145 | $1,170 | ($12,421) | $700 | ($3,119) | $2,594 | $18,732 |
Net (loss) income per share - Basic (in dollars per share) | $0.23 | ($0.04) | ($0.06) | ($0.21) | $0.35 | $0.03 | ($0.34) | $0.02 | ($0.08) | $0.07 | $0.52 |
Net (loss) income per share - Diluted (in dollars per share) | $0.22 | ($0.04) | ($0.06) | ($0.21) | $0.34 | $0.03 | ($0.34) | $0.02 | ($0.08) | $0.07 | $0.50 |
Weighted average shares used in computing net (loss) income per share: | |||||||||||
Basic (in shares) | 38,097 | 37,999 | 37,860 | 37,484 | 37,262 | 36,970 | 36,760 | 36,409 | 37,862 | 36,856 | 35,956 |
Diluted (in shares) | 39,040 | 37,999 | 37,860 | 37,484 | 38,645 | 38,343 | 36,760 | 37,744 | 37,862 | 38,257 | 37,133 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | ($3,119) | $2,594 | $18,732 |
Other comprehensive income (loss) | |||
Unrealized gain on securities, net of tax of $15,005, $5, and $3 for the years ended December 31, 2014, 2013, and 2012, respectively | 24,845 | 13 | 32 |
Unrealized gain (loss) on change in fair value of interest rate swap, net of tax of ($9), $101, and $0 for the years ended December 31, 2014, 2013, and 2012, respectively | 101 | -253 | 0 |
Foreign currency translation adjustment | -312 | -125 | -12 |
Total other comprehensive income (loss) | -365 | 20 | |
Comprehensive income | $21,515 | $2,229 | $18,752 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on securities, tax | $15,005 | $5 | $3 |
Unrealized loss on interest rate derivative, tax | ($9) | $101 | $0 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | Retained Earnings (Accumulated Deficit) | Total Stockholders' Equity |
In Thousands, unless otherwise specified | |||||||
Beginning Balance at Dec. 31, 2011 | $367 | $247,131 | ($1,200) | ($101) | ($9,726) | $236,471 | |
Beginning Balance, in shares at Dec. 31, 2011 | 36,678 | 1,278 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock compensation expense | 28,082 | 28,082 | |||||
Stock options exercised and restricted stock units vested, shares | 849 | ||||||
Stock options and warrants exercised and restricted stock units vested, net | 9 | 11,758 | 11,767 | ||||
Common stock issued under employee stock purchase plan, shares | 45 | ||||||
Common stock issued under employee stock purchase plan | 0 | 2,426 | 2,426 | ||||
Tax benefit realized from stock-based awards | 14,100 | 14,150 | 14,150 | ||||
Net (loss) income | 18,732 | 18,732 | 18,732 | ||||
Other comprehensive income | 20 | 20 | 20 | ||||
Ending Balance at Dec. 31, 2012 | 376 | 303,547 | -1,200 | -81 | 9,006 | 311,648 | |
Ending Balance, in shares at Dec. 31, 2012 | 37,572 | 1,278 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock compensation expense | 44,842 | 44,842 | |||||
Stock options exercised and restricted stock units vested, shares | 983 | ||||||
Stock options and warrants exercised and restricted stock units vested, net | 11 | 15,805 | 15,816 | ||||
Common stock issued under employee stock purchase plan, shares | 45 | ||||||
Common stock issued under employee stock purchase plan | 0 | 3,500 | 3,500 | ||||
Tax benefit realized from stock-based awards | 6,900 | 6,051 | 6,051 | ||||
Net (loss) income | 2,594 | 2,594 | 2,594 | ||||
Other comprehensive income | -365 | -365 | -365 | ||||
Fair value of vested stock options and restricted stock units assumed | 13,028 | 13,028 | |||||
Net settlement of acquired company’s board of directors equity shares | -5,806 | -5,806 | |||||
Ending Balance at Dec. 31, 2013 | 391,308 | 387 | 380,967 | -1,200 | -446 | 11,600 | 391,308 |
Ending Balance, in shares at Dec. 31, 2013 | 38,600 | 1,278 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock compensation expense | 60,258 | 60,258 | |||||
Stock options exercised and restricted stock units vested, shares | 758 | ||||||
Stock options and warrants exercised and restricted stock units vested, net | 8 | -12,388 | -12,380 | ||||
Common stock issued under employee stock purchase plan, shares | 44 | ||||||
Common stock issued under employee stock purchase plan | 0 | 4,550 | 4,550 | ||||
Tax benefit realized from stock-based awards | 9,900 | 9,872 | 9,872 | ||||
Net (loss) income | -3,119 | -3,119 | -3,119 | ||||
Other comprehensive income | 24,634 | 24,634 | |||||
Ending Balance at Dec. 31, 2014 | $475,123 | $395 | $443,259 | ($1,200) | $24,188 | $8,481 | $475,123 |
Ending Balance, in shares at Dec. 31, 2014 | 39,402 | 1,278 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | ($3,119) | $2,594 | $18,732 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 93,806 | 61,853 | 29,144 |
Excess tax benefit from stock-based awards | -10,060 | -6,910 | -14,179 |
Deferred income tax | -11,670 | -7,044 | -890 |
Change in fair value of contingent considerations | 0 | 76 | -5,118 |
Stock-based compensation expense | 55,558 | 42,648 | 27,236 |
Other reconciling adjustments | -224 | -67 | 1,092 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | -34,367 | -3,399 | -12,611 |
Prepaid expenses and other current assets | 4,285 | 3,283 | 12,096 |
Other long-term assets | 596 | -66 | 111 |
Accounts payable | 2,546 | -233 | 13 |
Accrued expenses and other long-term liabilities | 10,083 | -21 | 3,898 |
Accrued compensation | 26,339 | 5,775 | 7,959 |
Deferred revenue | 3,248 | -3,090 | 2,969 |
Deferred rent | 12,084 | -2,091 | -239 |
Net cash provided by operating activities | 149,105 | 93,308 | 70,213 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capitalized software development costs | -53,477 | -29,123 | -15,657 |
Purchases of property and equipment | -76,092 | -38,260 | -23,904 |
Proceeds from sales and maturities of investments | 0 | 56,245 | 160,340 |
Purchases of investments | 0 | -2,000 | -118,919 |
Payments on acquisitions, net of cash acquired | 0 | -410,161 | -5,798 |
Change in restricted cash | 3,000 | -1,643 | 3,650 |
Other investing activities | -750 | 0 | 172 |
Net cash used in investing activities | -127,319 | -424,942 | -116 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock under stock plans and warrants | 21,041 | 31,133 | 18,699 |
Taxes paid related to net share settlement of stock awards | -28,879 | -12,075 | -4,248 |
Excess tax benefit from stock-based awards | 10,060 | 6,910 | 14,179 |
Proceeds from long-term debt | 0 | 200,000 | 0 |
Proceeds from line of credit | 0 | 155,000 | 0 |
Payments for line of credit | 0 | -120,000 | 0 |
Payments for long-term debt | -15,000 | -11,250 | 0 |
Net settlement of acquired company’s board of directors equity shares | 0 | -5,806 | 0 |
Debt issuance costs | 0 | -1,699 | 0 |
Payment of contingent consideration accrued at acquisition date | 0 | -525 | -1,550 |
Net cash (used in) provided by financing activities | -12,778 | 241,688 | 27,080 |
Effects of exchange rate changes on cash and cash equivalents | -223 | -40 | 30 |
Net (decrease) increase in cash and cash equivalents | 8,785 | -89,986 | 97,207 |
Cash and cash equivalents at beginning of period | 65,002 | 154,988 | 57,781 |
Cash and cash equivalents at end of period | 73,787 | 65,002 | 154,988 |
Non-cash transactions | |||
Property, equipment and purchased software recorded in accounts payable and accrued expenses | 12,036 | 1,667 | 4,217 |
Non-cash leasehold improvements | 5,933 | 0 | 0 |
Taxes to be paid related to net share settlement of restricted stock units in accrued expenses | 0 | 0 | 258 |
Grant from government program to be used to reduce non-income taxes recorded in investments and other assets and other long-term liabilities | 90 | 936 | 0 |
Tax benefit recorded in prepaid expenses and other current assets | 9,872 | 5,649 | 14,150 |
Fair value of equity awards assumed | 0 | 13,028 | 0 |
Additional disclosures | |||
Cash received for interest | 0 | 451 | 1,960 |
Cash paid for interest | 4,499 | 3,328 | 0 |
Cash (refunded) paid for taxes | ($1,931) | $1,348 | $3,932 |
NATURE_OF_OPERATIONS_AND_SUMMA
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
General – athenahealth, Inc. (the “Company,” “we,” “us,” or “our”) is a business services company that provides ongoing billing, clinical-related, and other related services to its customers. Our services are delivered and consumed through a single instance of our cloud-based platform, athenaNet, through which we continuously update and improve our services. Our customers consist of medical group practices ranging in size throughout the United States of America. In March 2013, we acquired Epocrates, Inc. Epocrates is recognized for developing a leading medical application among U.S. physicians for clinical content, practice tools, and health industry engagement at the point of care. The features available through the Epocrates services are used by health care providers to make more informed prescribing decisions, improve workflow, and enhance patient safety. | |||||||||||||
Principles of Consolidation – The accompanying consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition; including the estimated expected customer life; (2) asset impairments; (3) depreciable lives of assets; (4) fair value of stock-based compensation; (5) allocation of direct and indirect cost of sales; (6) fair value of identifiable purchased tangible and intangible assets in a business combination; (7) fair value of the reporting unit for goodwill impairment testing; and (8) litigation reserves. Actual results could significantly differ from those estimates. | |||||||||||||
Segment Reporting – Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (“CODM”), or decision-making group, in making decisions regarding resource allocation and assessing performance. The Company, which uses consolidated financial information in determining how to allocate resources and assess performance, has determined that it operates in one segment and the CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as GAAP net (loss) income before benefit from (provision for) income taxes, total other income (expense), stock-based compensation expense, amortization of capitalized stock-based compensation related to software development, amortization of purchased intangible assets, integration costs, transaction costs, and gain on early termination of lease) as the measure of our profit on a regular basis. During the year ended December 31, 2013, we acquired and integrated two significant businesses and re-evaluated our operating segments. As of December 31, 2014 and 2013, our CODM determined that the acquired businesses are so closely integrated, that he reviews and assesses the business as one operating segment. | |||||||||||||
Revenue Recognition – We recognize revenue when there is evidence of an arrangement, the service has been provided to the customer, the collection of the fees is reasonably assured, and the amount of fees to be paid by the customer is fixed or determinable. | |||||||||||||
We derive revenue from business services associated with our four integrated services and from subscriptions to and sponsored clinical information and decision support services for our point of care medical application. Our four integrated services consist of athenaCollector for revenue cycle and practice management, athenaClinicals for electronic health records (“EHR”) management, athenaCommunicator for patient communication management, and athenaCoordinator for care coordination and financial and quality management. | |||||||||||||
Our clients typically purchase one-year service contracts for our integrated services that renew automatically. In most cases, our clients may terminate their agreements with 90 days notice without cause. We typically retain the right to terminate client agreements in a similar timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to our cloud-based network, athenaNet; minimum fees; flat fees; or per-claim fees, where applicable. We do not recognize revenue for business services fees until these collections are made, as the services fees are not fixed and determinable until such time. Unbilled amounts that have been earned are accrued and recorded as revenue or deferred revenue, as appropriate, and are included in our accounts receivable balances. | |||||||||||||
Subscriptions to the Epocrates point of care medical application are entered into by a member via an internal or third-party digital distribution platform or through a redeemable license code which expires within six to 12 months of issuance. Basic subscriptions are free and do not expire. Premium subscription fees are assessed on the length of the subscription period, typically one year, and payment occurs at the time of order, which is in advance of the services being performed, and are recorded as deferred revenue. Premium subscriptions are recognized ratably over the contracted term of delivery, typically one year. If a license code expires before it is redeemed, revenue is recognized upon expiration. | |||||||||||||
Sponsored clinical information and decision support service clients typically enter into arrangements that contain various combinations of services that are generally fulfilled within one year. The clients are charged a fee for the entire group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Because billings typically occur in advance of services being performed, these amounts are recorded as deferred revenue when billed. Each service deliverable within these multiple element revenue arrangements is accounted for as a separate unit if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. Further, our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have standalone value if we sell this item separately, if the item is sold by another vendor, or could be resold by the customer. Each service deliverable within these multiple element arrangements is then accounted for as a separate unit; deliverables not meeting the criteria for being a separate unit of accounting are combined with a deliverable that does meet that criterion, and we allocate arrangement consideration to each deliverable using our best estimate of selling price (“BESP”) if we do not have vendor specific objective evidence (“VSOE”) of fair value or third-party evidence (“TPE”) of fair value. Any discount or premium inherent in the arrangement is allocated to each element in the arrangement based on the relative fair value of each element. | |||||||||||||
Multiple element arrangements require judgments as to how to allocate the arrangement consideration to each deliverable. We maintain a standard price list by service; however, certain incentives, such as discounts, may be offered to clients when they purchase multiple services. Such discounting is subject to various levels of management approval and any discount offered is based on the total contract value. Due to the specific nature of these agreements and the variability in the amount of discount offered for individual services across multiple contracts, we have not been able to conclude that a consistent number of standalone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. | |||||||||||||
When we cannot establish VSOE of fair value, we then determine if we can establish TPE of fair value. TPE is determined based on competitor prices for similar deliverables when sold separately. Our services differ significantly from that of our peers and our offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, we are typically unable to determine TPE. | |||||||||||||
If both VSOE and TPE do not exist, we use BESP to establish fair value and to allocate total consideration to each element in the arrangement. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for a service by considering multiple factors including an analysis of recent stand-alone sales of that service, market conditions, competitive landscape, internal costs, gross margin objectives, and pricing practices. | |||||||||||||
Implementation revenue consists primarily of deferred professional services fees related to assisting customers with required implementation services, which include implementation, go-live and training support services. Historically, all of these fees are billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service does not have stand-alone value, it is recognized ratably over the longer of the life of the agreement or the expected customer life, which is currently estimated to be 12 years. We evaluate the length of the amortization period of the implementation fees based on our experience with customer contract renewals and consideration of the period over which those customers will receive benefits from our current portfolio of services. | |||||||||||||
During 2014, we began to sell go-live and training support services separate from the required implementation services. Go-live and training support services can be purchased by the customer from us or third-party vendors, and therefore, have stand alone value and are recognized upon delivery of service. Previously deferred revenue balances related to implementation services that were billed up front and did not have stand alone value, will continue to be amortized over those remaining customer lives. Also, in 2014, we began to include the fees associated with the required implementation services in our ongoing monthly rate; therefore, they are being recognized ratably over the customer life. | |||||||||||||
Certain expenses related to the implementation go-live and training of a customer, such as out-of-pocket travel, are typically reimbursed by the customer. This is accounted for as both revenue and expense in the period the cost is incurred. Other revenue consists primarily of tenant revenue which is straight-lined over the term of the lease. | |||||||||||||
Direct Operating Expense – Direct operating expense consists primarily of compensation expense (including stock-based compensation) related to personnel who provide services, including implementation go-live and training of clients, and claim processing costs. We expense these costs as incurred. We include in direct operating expense all service costs incurred to fulfill our customer contracts. Direct operating expense also includes costs associated with third-party tenant and other non-core revenue. Direct operating expense does not include allocated amounts for rent, occupancy costs, depreciation, or amortization, except for amortization related to certain purchased intangible assets. | |||||||||||||
Research and Development Expense – Research and development expense consists primarily of compensation expense for research and development employees (including stock-based compensation) and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software development costs, which may be capitalized. Research and development expense does not include allocated amounts for rent, occupancy costs, depreciation, or amortization. | |||||||||||||
Stock-Based Compensation – We account for share-based awards, including shares issued under employee stock purchase plans, stock options, and share-based awards with compensation cost measured using the fair value of the awards issued. We use the Black-Scholes option pricing model to value share-based awards and determine the related compensation expense. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates. We generally issue previously unissued shares for the exercise of stock options; however, we may reissue previously acquired treasury shares to satisfy these awards in the future. | |||||||||||||
Certain employees have received grants for which the ultimate number of shares that will be subject to vesting is dependent upon the achievement of certain financial targets for the year. Such determination is not made until the grant’s vesting determination date, which is the date our fiscal year financial statements are available. The grant is initially recorded at the maximum attainable number of shares that is most likely to be subject to vesting based on available financial forecasts as of the date of grant. This amount is adjusted on a quarterly basis as new financial forecasts become available. Stock‑based compensation expense for these grants is recorded over the requisite service period, generally four years. Such options generally vest ratably over four years from the vesting determination date. | |||||||||||||
Advertising Expenses – Advertising expenses are expensed as incurred and are included in selling and marketing expense in the Consolidated Statements of Income. Advertising expense totaled $15.5 million, $14.2 million and $12.3 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||
Cash and Cash Equivalents – We consider all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents. | |||||||||||||
Restricted Cash – As of December 31, 2014 and 2013, restricted cash balances totaled $0.0 million and $3.0 million, respectively. The December 31, 2013 balance consists of escrowed funds held as a deposit associated with a possible pending lease. The amount was returned to us when the lease was signed in January 2014. | |||||||||||||
Investments – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. All investments, except for certain investments in privately-held companies which are accounted for at cost, are held as available-for-sale investments. Scheduled maturity dates of U.S. government-backed securities, corporate bonds and commercial paper purchased that are within one year are classified as short-term. Scheduled maturity dates of U.S. government-backed securities, corporate bonds and commercial paper that are in excess of one year are classified as long-term. All investments are recorded at fair value with unrealized holding gains and losses included in accumulated other comprehensive (loss) income. There were no material realized gains and losses on sales of these investments for the periods presented. The Company determines realized gains and losses based on the specific identification method. | |||||||||||||
Financial Instruments – Certain financial instruments are required to be, and are recorded at fair value. The remaining financial instruments' carrying values approximate their fair value, primarily because of their short-term nature. | |||||||||||||
Derivative financial instruments are used to manage certain of the Company’s interest rate exposures. The Company does not enter into derivatives for trading or speculative purposes. Derivatives are carried at fair value, as determined using standard valuation models, and adjusted when necessary for credit risk. Refer to Note 4 – Fair Value of Financial Instruments and Note 9 – Debt for additional information. | |||||||||||||
Concentrations of Credit Risk – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to its derivative transactions. With respect to customer accounts receivable, we manage our credit risk by performing ongoing credit evaluations of its customers. No single customer accounted for a significant amount of revenues for the years ended December 31, 2014, 2013, and 2012. No single customer accounted for a significant portion of accounts receivable as of December 31, 2014 and 2013. | |||||||||||||
Accounts Receivable – Accounts receivable represents amounts due from customers for business services. Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses. | |||||||||||||
Activity in the allowance for doubtful accounts is as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning balance | $ | 1,691 | $ | 1,771 | $ | 2,348 | |||||||
Provision | (769 | ) | 791 | 153 | |||||||||
Write-offs | (365 | ) | (871 | ) | (730 | ) | |||||||
Ending balance | $ | 557 | $ | 1,691 | $ | 1,771 | |||||||
Property and Equipment – Property and equipment are stated at cost. Equipment, furniture, and fixtures are depreciated using the straight-line method over their estimated useful lives, generally ranging from three to five years. Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Buildings are depreciated using the straight-line method over 30 to 40 years. Building improvements are depreciated using the straight-line method over 10 to 25 years. Aircraft and land improvements are depreciated using the straight-line method over 20 years and 10 years, respectively. Costs associated with maintenance and repairs are expensed as incurred. | |||||||||||||
Capitalized Interest Cost – Interest costs related to major capital projects, specifically the Company’s corporate headquarters campus project and capitalized internal-use software development costs, are capitalized until the underlying asset is placed into service. Capitalized interest is calculated by multiplying the effective interest rate of the outstanding debt by the qualifying costs. As the qualifying asset is placed into service, the qualifying asset and the related capitalized interest are amortized over the useful life of the related asset. | |||||||||||||
Capitalized Software Costs – We capitalize costs related to athenaNet services and certain other projects for internal use incurred during the application development stage, including stock-based compensation expense for employees working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The estimated useful life of the software is two to three years. Amortization expense was $33.2 million, $18.0 million, and $9.0 million for the years ended December 31, 2014, 2013, and 2012, respectively. Future amortization expense for all software development costs capitalized as of December 31, 2014 is estimated to be $34.6 million, $17.4 million and $2.7 million for the years ending December 31, 2015, 2016, and 2017, respectively. In addition to the future amortization expenses, we have a $1.7 million balance in a capitalization in progress account related to software development costs. | |||||||||||||
Long-Lived Assets – Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell. No impairment losses have been recognized in the years ended December 31, 2014, 2013, and 2012. | |||||||||||||
Goodwill – Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We evaluate the carrying value of our goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. No impairment losses have been recognized in the years ended December 31, 2014, 2013, and 2012. | |||||||||||||
Purchased Intangible Assets – Purchased intangible assets consist of technology, a physician network, content, a trade name, customer backlog, non-compete agreements and customer relationships acquired in connection with business acquisitions and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time. | |||||||||||||
Accrued expenses and accrued compensation – Accrued expenses consist of the following: | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Accrued bonus | $ | 38,938 | $ | 25,013 | |||||||||
Accrued vacation | 8,106 | 5,107 | |||||||||||
Accrued payroll | 19,846 | 8,611 | |||||||||||
Accrued commissions | 4,878 | 5,713 | |||||||||||
Accrued compensation expenses | $ | 71,768 | $ | 44,444 | |||||||||
Accrued expenses | $ | 31,162 | $ | 23,775 | |||||||||
Accrued property and equipment additions | 5,871 | 605 | |||||||||||
Accrued expenses | $ | 37,033 | $ | 24,380 | |||||||||
Deferred Rent – Deferred rent consists of rent escalation, tenant improvement allowances and other incentives received from landlords related to the operating leases for our facilities. Rent escalation represents the difference between actual operating lease payments due and straight-line rent expense, which we record over the term of the lease. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord or paid on our behalf as part of the negotiated terms of the lease. These cash payments are recorded as deferred rent and are amortized as a reduction of periodic rent expense, over the term of the applicable lease. | |||||||||||||
Deferred Revenue – Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue includes amounts associated with multiple element arrangements associated with sponsored clinical information and decision support services which is recognized based upon contractual deliverables, and previously deferred implementation services fees which will continue to be recognized as revenue ratably over the longer of the life of the agreement or the estimated expected customer life, which is currently estimated to be 12 years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current. | |||||||||||||
Business Combinations – We apply business combination accounting when we have acquired control over one or more businesses. Business combinations are accounted for at fair value. The associated acquisition costs are generally expensed as incurred and recorded in general and administrative expenses; non-controlling interests are reflected at fair value at the acquisition date; in-process research and development is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are generally expensed rather than capitalized; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period will affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses’ operations are included in the Consolidated Statements of Income of the combined entity beginning on the date of acquisition. We have applied this acquisition method to the transactions described in Note 2. | |||||||||||||
Related Party Transaction – During the year ended December 31, 2013, we made a long-term investment in a vendor. The total expense related to this vendor for the years ended December 31, 2014 and 2013 was $11.3 million and $1.5 million, respectively, and the total amount payable related to this vendor at December 31, 2014 and 2013 was $1.3 million and $0.4 million, respectively. | |||||||||||||
Income Taxes – Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results. | |||||||||||||
We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period. Our policy is to record interest and penalties related to unrecognized tax benefits in income tax expense. | |||||||||||||
From time to time, we receive incentives from various government agencies and programs. We account for the portion of the credits that are expected to be used to reduce non-income taxes as a grant. Credits which are expected to be used to reduce non-income taxes are recognized when the requirements to earn the credits have been met. | |||||||||||||
Sales and Use Taxes – Our services are subject to sales and use taxes in certain jurisdictions. Our contractual agreements with customers provide that payment of any sales or use tax assessments are the responsibility of the customer. In certain jurisdictions, sales taxes are collected from the customer and remitted to the respective agencies. These taxes are recorded on a net basis and excluded from revenue and expense in our financial statements as presented. | |||||||||||||
Foreign Currency Translation – The financial position and results of operations of our foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive (loss) income. | |||||||||||||
Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, the ASU provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). We are currently in the process of evaluating this new guidance. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
ACQUISITIONS | ACQUISITIONS | |||||||||||
Watertown, MA Corporate Headquarters – Arsenal on the Charles | ||||||||||||
On May 10, 2013, athenahealth, through its wholly-owned subsidiary Athena Arsenal, LLC, completed the acquisition of 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 was to allow for future expansion of the corporate headquarters to accommodate anticipated headcount growth. The purchase price was $168.5 million, which was based on management’s estimates and assumptions based on the information that was available as of the date of the acquisition. 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: | ||||||||||||
Prepaid expenses and other current assets | $ | 685 | ||||||||||
Property, equipment and buildings | 144,071 | |||||||||||
Purchased intangible assets | 25,545 | |||||||||||
Accrued expenses | (271 | ) | ||||||||||
Deferred revenue | (789 | ) | ||||||||||
Other long-term liabilities | (1,916 | ) | ||||||||||
Total identifiable net assets | $ | 167,325 | ||||||||||
The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed were based on management’s estimates and assumptions and were based on the information that was available as of the date of the acquisition. Certain items, such as the working capital adjustments to the purchase price, were subject to change as additional information was received about facts and circumstances that existed at the date of acquisition. During the three months ended March 31, 2014, we finalized this valuation. | ||||||||||||
The following table sets forth the fair value of the components of the identifiable intangible assets acquired by asset class: | ||||||||||||
Above market leases | $ | 3,298 | ||||||||||
In-place leases | 22,247 | |||||||||||
Total intangible assets subject to amortization | $ | 25,545 | ||||||||||
The value of any in-place lease is estimated to be equal to the property owners’ avoidance of costs necessary to re-lease 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 determined 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 Consolidated Statements of Income from the acquisition date of May 10, 2013 through the periods ended December 31, 2013 and December 31, 2014 are as follows: | ||||||||||||
Year ended December 31, 2014 | May 10, 2013 through December 31, 2013 | |||||||||||
Third-party tenant revenue | $ | 14,254 | $ | 9,738 | ||||||||
Net (loss) | $ | (8,739 | ) | $ | (4,827 | ) | ||||||
Direct operating expense from the acquisition date of May 10, 2013, through the period ended December 31, 2013 and the twelve month period ended December 31, 2014, includes $9.1 million and $13.6 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 year ended December 31, 2013, 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: | ||||||||||||
Cash payments | $ | 294,632 | ||||||||||
Fair value of vested stock options and restricted stock units assumed | 13,028 | |||||||||||
Fair value of total consideration | 307,660 | |||||||||||
Less cash acquired | (51,796 | ) | ||||||||||
Less short-term investments acquired | (18,250 | ) | ||||||||||
Total | $ | 237,614 | ||||||||||
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 is being expensed on a straight-line basis over the remaining service periods. In the years ended December 31, 2014 and 2013, stock-based compensation expense recognized for stock options and restricted stock units assumed was $0.3 million and $7.4 million, respectively. | ||||||||||||
The following table summarizes the preliminary and final fair values of assets acquired and liabilities assumed as of the date of acquisition, March 12, 2013, and upon completion of the valuation at December 31, 2013: | ||||||||||||
12-Mar-13 | Adjustments | 31-Dec-13 | ||||||||||
Accounts receivable | $ | 23,144 | $ | (1,116 | ) | $ | 22,028 | |||||
Other current and long-term assets | 3,833 | 650 | 4,483 | |||||||||
Property, equipment and capitalized software costs | 4,168 | 20 | 4,188 | |||||||||
Purchased intangible assets | 139,900 | (500 | ) | 139,400 | ||||||||
Current liabilities | (11,054 | ) | (282 | ) | (11,336 | ) | ||||||
Deferred tax liabilities, net | (39,811 | ) | (1,340 | ) | (41,151 | ) | ||||||
Deferred revenue | (29,400 | ) | 648 | (28,752 | ) | |||||||
Other long-term liabilities | (1,259 | ) | 53 | (1,206 | ) | |||||||
Total identifiable net assets | 89,521 | (1,867 | ) | 87,654 | ||||||||
Goodwill | 148,093 | 1,867 | 149,960 | |||||||||
$ | 237,614 | $ | — | $ | 237,614 | |||||||
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. The fair values of certain items, such as accounts receivable, purchased intangible assets, current and non-current income taxes payable, deferred taxes, deferred revenue and uncertain tax benefits, were subject to change as additional information was received about facts and circumstances that existed at the date of acquisition and as certain tax returns were finalized. The fair values were finalized during the quarter ended December 31, 2013. | ||||||||||||
The following table sets forth the components of the identifiable intangible assets acquired by asset class and their estimated useful lives as of the date the fair values were finalized: | ||||||||||||
Fair Value | Useful Life | |||||||||||
Physician network | 104,000 | 14 years | ||||||||||
Drug information content | 10,000 | 5 years | ||||||||||
Trade name | 11,500 | 10 years | ||||||||||
Customer backlog | 2,900 | 1.5 years | ||||||||||
Developed technology | 6,500 | 3 years | ||||||||||
Epocrates non-compete agreement | 4,500 | 1.5 years | ||||||||||
Total intangible assets subject to amortization | $ | 139,400 | ||||||||||
The physician network represents the fair values of the underlying relationships and agreements with Epocrates customers and the fair values of the savings associated with future marketing spend for the athenahealth services to the acquired physician network. Drug information content represents the fair value of the cost to replace the drug information and interactive content used by the physician 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. Developed technology represents the estimated fair value of Epocrates’ mobile device platform. Epocrates non-compete agreement represents the estimated fair value of the contract between athenahealth and a former member of Epocrates management. 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. The goodwill balance is not deductible for U.S. income tax purposes. | ||||||||||||
The amounts of revenue and net income (loss) of Epocrates included in our Consolidated Statements of Income from the acquisition date of March 12, 2013 through the period ended December 31, 2013 and for the period ended December 31, 2014 are as follows: | ||||||||||||
Year ended December 31, 2014 | March 12, 2013 through December 31, 2013 | |||||||||||
Revenue | $ | 44,442 | $ | 52,380 | ||||||||
Net income (loss) | (a) | $ | (14,447 | ) | ||||||||
(a) As we have fully integrated our operations, it is impracticable for us to disclose the net income (loss) associated with the acquired business for the year ended December 31, 2014 | ||||||||||||
The net loss for the period ended December 31, 2013 includes $7.9 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 $2.7 million during the year ended December 31, 2013, 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 were expensed during 2013. If the employee did not fulfill the required employment period for the retention bonus, the amount was not paid and the expense was reversed. The following table summarizes these amounts on the Consolidated Statements of Income for the years ended December 31, 2013 and 2014: | ||||||||||||
Rollforward of integration costs | ||||||||||||
Beginning balance, January 1, 2013 | $ | — | ||||||||||
Addition to provision | 3,909 | |||||||||||
Cash payments | (3,574 | ) | ||||||||||
Ending balance, December 31, 2013 | $ | 335 | ||||||||||
Reversal to provision | (42 | ) | ||||||||||
Cash payments | (293 | ) | ||||||||||
Ending balance, December 31, 2014 | $ | — | ||||||||||
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: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Revenue | $ | 614,775 | $ | 538,030 | ||||||||
Net loss | $ | (1,808 | ) | $ | (4,700 | ) | ||||||
Net loss per share – Basic | $ | (0.05 | ) | $ | (0.13 | ) | ||||||
Net loss per share – Diluted | $ | (0.05 | ) | $ | (0.13 | ) | ||||||
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 depreciation 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. |
NET_LOSS_INCOME_PER_SHARE
NET (LOSS) INCOME PER SHARE | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
NET (LOSS) INCOME PER SHARE | NET (LOSS) INCOME PER SHARE | ||||||||||||
Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. Potentially dilutive securities include stock options, restricted stock units, and shares to be purchased under the employee stock purchase plan. Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted net (loss) income per share if their effect would be anti-dilutive to earnings per share. | |||||||||||||
The following table reconciles the weighted average shares outstanding for basic and diluted net (loss) income per share for the periods indicated: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net (loss) income | $ | (3,119 | ) | $ | 2,594 | $ | 18,732 | ||||||
Weighted average shares used in computing basic net (loss) income per share | 37,862 | 36,856 | 35,956 | ||||||||||
Net (loss) income per share – basic | $ | (0.08 | ) | $ | 0.07 | $ | 0.52 | ||||||
Net (loss) income | $ | (3,119 | ) | $ | 2,594 | $ | 18,732 | ||||||
Weighted average shares used in computing basic net (loss) income per share | 37,862 | 36,856 | 35,956 | ||||||||||
Effect of dilutive securities | — | 1,401 | 1,177 | ||||||||||
Weighted average shares used in computing diluted net (loss) income per share | 37,862 | 38,257 | 37,133 | ||||||||||
Net (loss) income per share – diluted | $ | (0.08 | ) | $ | 0.07 | $ | 0.5 | ||||||
The computation of diluted net income per share does not include 0.4 million and 0.4 million of stock options and restricted stock units for the years ended December 31, 2013 and December 31, 2012, respectively, because their inclusion would have an anti-dilutive effect on net income per share. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||
As of December 31, 2014 and 2013, the carrying amounts of cash and cash equivalents, restricted cash, receivables, accounts payable, and accrued expenses approximated their estimated fair values because of the short-term nature of these financial instruments. As of December 31, 2014, we had $173.8 million outstanding on our term loan facility and $35.0 million outstanding on our revolving credit facility (see Note 9 – Debt); as of December 31, 2013, we had $188.8 million outstanding on our term loan facility and $35.0 million outstanding on our revolving credit facility. These carrying amounts approximate fair values due to their variable rate nature at current market rates. | |||||||||||||||||
During 2014, we launched our MDP Accelerator portfolio, a program designed to cultivate heath care information technology start-ups and expand services offered to our physician network. Our investment totals $0.8 million short-term convertible note receivable, and is included in prepaid expenses and other current assets on our Consolidated Balance Sheets. At December 31, 2014, as there is no indication of performance risk and no conversion is currently contemplated, we estimate that the fair value of this note receivable approximates cost, based on inputs including the original transaction price, our own recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment, subsequent rounds of financing and changes in financial ratios or cash flows (Level 3). | |||||||||||||||||
Marketable equity securities and money market funds are valued using a market approach based upon the quoted market prices of identical instruments when available or other observable inputs such as trading prices of identical instruments in inactive markets or similar securities. It is our policy to recognize transfers between levels of the fair value hierarchy, if any, at the end of the reporting period; however, there have been no such transfers during any periods presented. | |||||||||||||||||
We previously invested a total of $1.1 million in Castlight Health, Inc. (“Castlight”), a leading provider of cloud-based software that enables enterprises to control health care costs. This investment was initially recorded and subsequently carried at cost through December 31, 2013. On March 14, 2014, an initial public offering (“IPO”) of shares of Castlight’s Class B common stock was made available for sale on the New York Stock Exchange under the symbol “CSLT.” As a result of the IPO, we classified this investment as “available-for-sale” and marked-to-market the shares we hold based on quoted market prices. As of December 31, 2014, the aggregate fair value of the investment was $41.0 million and is recorded in the Marketable securities line on the Consolidated Balance Sheet. The unrealized gain on investment of $39.9 million for the year ended December 31, 2014 is included in other comprehensive (loss) income, net of a $15.0 million short-term deferred tax liability. | |||||||||||||||||
Our interest rate swap agreement was designed to manage exposure to interest rates on our variable rate indebtedness. We have designated the interest rate swap agreement as a cash flow hedge. Changes in the fair value of the interest rate swap are recognized, net of taxes, in other comprehensive income (loss) (“OCI”) until the hedged items are recognized in earnings. Hedge ineffectiveness, if any, associated with the interest rate swap will be reported in interest expense. For the years ended December 31, 2014 and 2013, no amount was recognized in earnings for our interest rate swap. There was no ineffectiveness associated with the interest rate swap during the years ended December 31, 2014 and 2013, nor was any amount excluded from ineffectiveness testing. We do not expect that any of the approximately $0.2 million of pre-tax unrealized losses included in accumulated other comprehensive income (loss) at December 31, 2014 will be reclassified into earnings within the next 12 months. This amount will vary due to fluctuations in interest rates. We are exposed to credit loss in the event of non-performance by the swap counterparty. | |||||||||||||||||
The estimated fair value of our interest rate swap agreement with a certain financial institution at December 31, 2014 and 2013 was a liability of $0.2 million and $0.4 million, respectively, based on inputs other than quoted prices that are observable for the interest rate swap (Level 2). Inputs include present value of fixed and projected floating rate cash flows over term of the swap contract. Refer to Note 9 – Debt for further information. | |||||||||||||||||
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2014 and December 31, 2013, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, and fair values determined by Level 2 inputs utilize quoted prices (unadjusted) in inactive markets for identical assets or liabilities obtained from readily available pricing sources for similar instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or no market activity. | |||||||||||||||||
Fair Value Measurements as of December 31, 2014, Using | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Available-for-sale investments: | |||||||||||||||||
Marketable equity securities | $ | 40,950 | $ | — | $ | — | $ | 40,950 | |||||||||
Debt Securities | |||||||||||||||||
MDP Accelerator portfolio | $ | — | $ | — | $ | 750 | $ | 750 | |||||||||
Total assets | $ | 40,950 | $ | — | $ | 750 | $ | 41,700 | |||||||||
Interest rate swap liability (a) | $ | — | $ | (244 | ) | $ | — | $ | (244 | ) | |||||||
Total liabilities | $ | — | $ | (244 | ) | $ | — | $ | (244 | ) | |||||||
Fair Value Measurements as of December 31, 2013, Using | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Money market funds | $ | 26 | $ | — | $ | — | $ | 26 | |||||||||
Total assets | $ | 26 | $ | — | $ | — | $ | 26 | |||||||||
Interest rate swap liability (a) | $ | — | $ | (354 | ) | $ | — | $ | (354 | ) | |||||||
Total liabilities | $ | — | $ | (354 | ) | $ | — | $ | (354 | ) | |||||||
(a) | Recorded in other long-term liabilities on the Consolidated Balance Sheets. | ||||||||||||||||
The following table presents the Company's financial instruments measured at fair value using unobservable inputs (Level 3) as of each of the years ended December 31, 2014 and 2013: | |||||||||||||||||
Fair Value Measurements Using Unobservable Inputs (Level 3) | |||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | ||||||||||||||||
Balance beginning of period | $ | — | $ | 448 | |||||||||||||
Payments | — | (524 | ) | ||||||||||||||
Additions | 750 | — | |||||||||||||||
Change in fair value (included in G&A expenses) | — | 76 | |||||||||||||||
Balance end of period | $ | 750 | $ | — | |||||||||||||
INVESTMENTS
INVESTMENTS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Investments [Abstract] | |||||||||||||
INVESTMENTS | INVESTMENTS | ||||||||||||
We had the following available-for-sale securities as of December 31, 2014: | |||||||||||||
Cost | Gross | Fair Value | |||||||||||
Unrealized Gain | |||||||||||||
Marketable equity securities | $ | 1,100 | $ | 39,850 | $ | 40,950 | |||||||
As of December 31, 2013, we had no available-for-sale securities. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT | ||||||||
The Company has no capital leases for the years ended December 31, 2014 and December 31, 2013. | |||||||||
The fair values of the property and equipment acquired as part of the purchase of the Arsenal on the Charles are allocated to buildings, land, and land improvements in the amounts of $121.3 million, $21.0 million, and $1.8 million, respectively. | |||||||||
Property and equipment consist of the following: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Equipment | $ | 93,583 | $ | 78,616 | |||||
Furniture and fixtures | 14,760 | 8,822 | |||||||
Leasehold improvements | 18,113 | 3,104 | |||||||
Aircraft | 15,054 | 3,156 | |||||||
Building | 131,746 | 136,368 | |||||||
Building improvements | 49,671 | 24,441 | |||||||
Land | 23,059 | 23,059 | |||||||
Land improvements | 4,339 | 2,980 | |||||||
Total property and equipment, at cost | 350,325 | 280,546 | |||||||
Accumulated depreciation and amortization | (96,416 | ) | (72,777 | ) | |||||
Construction in progress | 17,643 | 5,249 | |||||||
Property and equipment, net | $ | 271,552 | $ | 213,018 | |||||
Depreciation expense on property and equipment was $31.5 million, $25.5 million, and $16.6 million for the years ended December 31, 2014, 2013, and 2012, respectively. |
GOODWILL_AND_PURCHASED_INTANGI
GOODWILL AND PURCHASED INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||
GOODWILL AND PURCHASED INTANGIBLE ASSETS | GOODWILL AND PURCHASED INTANGIBLE ASSETS | ||||||||||||||
Goodwill | |||||||||||||||
The following table summarizes the activity related to the carrying value of our goodwill during the years ended December 31, 2014 and 2013: | |||||||||||||||
Gross balance as of January 1, 2013 | $ | 48,090 | |||||||||||||
Goodwill recorded in connection with the acquisition of Epocrates, Inc. | 149,959 | ||||||||||||||
Gross balance as of December 31, 2013 | $ | 198,049 | |||||||||||||
Gross balance as of December 31, 2014 | $ | 198,049 | |||||||||||||
Purchased Intangible Assets | |||||||||||||||
Definite-lived intangible assets acquired as of December 31, 2014 and 2013 are as follows: | |||||||||||||||
December 31, 2014 | |||||||||||||||
Gross | Accumulated | Net | Weighted Average Remaining | ||||||||||||
Amortization | Useful Life (years) | ||||||||||||||
Developed technology | $ | 9,721 | $ | (6,294 | ) | $ | 3,427 | 1.1 | |||||||
Customer relationships | 21,434 | (9,555 | ) | 11,879 | 5.7 | ||||||||||
Doctor network | 104,000 | (9,792 | ) | 94,208 | 12.2 | ||||||||||
Drug information content | 10,000 | (3,608 | ) | 6,392 | 3.2 | ||||||||||
Trade name | 11,500 | (2,074 | ) | 9,426 | 8.2 | ||||||||||
Non-compete agreement | 1,178 | (873 | ) | 305 | 0.8 | ||||||||||
Above market leases | 3,016 | (916 | ) | 2,100 | 1.6 | ||||||||||
Leases in place | 19,695 | (8,065 | ) | 11,630 | 3.9 | ||||||||||
Total | $ | 180,544 | $ | (41,177 | ) | $ | 139,367 | ||||||||
December 31, 2013 | |||||||||||||||
Gross | Accumulated | Net | Weighted Average Remaining | ||||||||||||
Amortization | Useful Life (years) | ||||||||||||||
Developed technology | $ | 11,721 | $ | (4,737 | ) | $ | 6,984 | 2 | |||||||
Customer relationships | 21,434 | (7,365 | ) | 14,069 | 6.6 | ||||||||||
Doctor network | 104,000 | (682 | ) | 103,318 | 13.2 | ||||||||||
Drug information content | 10,000 | (1,608 | ) | 8,392 | 4.2 | ||||||||||
Trade name | 11,500 | (924 | ) | 10,576 | 9.2 | ||||||||||
Customer backlog | 2,900 | (1,554 | ) | 1,346 | 0.7 | ||||||||||
Non-compete agreement | 6,178 | (3,280 | ) | 2,898 | 1 | ||||||||||
Above market leases | 3,123 | (357 | ) | 2,766 | 5.9 | ||||||||||
Leases in place | 21,578 | (3,563 | ) | 18,015 | 5.3 | ||||||||||
Total | $ | 192,434 | $ | (24,070 | ) | $ | 168,364 | ||||||||
Amortization expense for the years ended December 31, 2014, 2013, and 2012 was $28.6 million, $17.9 million, and $3.4 million, respectively, and is included in direct operating expenses. Estimated amortization expense, based upon our intangible assets at December 31, 2014, is as follows: | |||||||||||||||
Year ending December 31, | Amount | ||||||||||||||
2015 | $ | 20,272 | |||||||||||||
2016 | 16,240 | ||||||||||||||
2017 | 15,743 | ||||||||||||||
2018 | 14,324 | ||||||||||||||
2019 | 13,941 | ||||||||||||||
Thereafter | 58,847 | ||||||||||||||
Total | $ | 139,367 | |||||||||||||
During the year ended December 31, 2014 we purchased indefinite-lived licenses of $0.1 million related to the development of our campus. |
OPERATING_LEASES_AND_OTHER_COM
OPERATING LEASES AND OTHER COMMITMENTS | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
OPERATING LEASES AND OTHER COMMITMENTS | OPERATING LEASES AND OTHER COMMITMENTS | |||
We maintain operating leases for facilities and certain office equipment. The facility leases contain renewal options and require payments of certain utilities, taxes, and shared operating costs of each leased facility. The rental agreements expire at various dates from 2015 to 2029. | ||||
We entered into a lease agreement with a landlord in connection with the relocation of our corporate offices in June 2005 to the Arsenal on the Charles. Under the terms of such lease agreement, the landlord provided approximately $11.5 million in allowances to us for the leasehold improvements for the office space, reimbursement of moving costs and all payments under our lease agreement relating to our previous office space. Prior to May 2011, the incentive payments received from the new landlord were being recognized over the lease term and accounted for as a component of deferred rent on our Consolidated Balance Sheets. In May 2011, we paid $2.1 million to settle the remaining amounts of these rental incentive loans. In May 2013, this lease was effectively terminated when we purchased the Arsenal on the Charles from the landlord (see Note 2). During 2013, we recognized a $2.5 million net gain due to the early termination of our lease and the realization of the remaining balance in deferred rent at the time of acquisition. This gain was recorded in general and administrative expense. | ||||
During the year ended December 31, 2014 we expanded in four of our locations which are under operating lease. Rent expense totaled $9.9 million, $5.5 million, and $4.9 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||
Future minimum lease payments under non-cancelable operating leases as of December 31, 2014 are as follows: | ||||
Year ending December 31, | Future Rent | |||
Payments | ||||
2015 | $ | 7,994 | ||
2016 | 12,878 | |||
2017 | 12,457 | |||
2018 | 12,238 | |||
2019 | 11,789 | |||
Thereafter | 88,008 | |||
Total minimum lease payments | $ | 145,364 | ||
DEBT
DEBT | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
DEBT | DEBT | ||||||||||||||||
2011 Line of Credit – On October 20, 2011, we entered into a five-year, $100.0 million revolving credit facility (“Revolving Credit Facility”). The Revolving Credit Facility contained certain covenants, including consolidated leverage and minimum fixed charge coverage ratios. The interest rates applicable to revolving loans under the Revolving Credit Facility were at either (i) the British Bankers Association London Interbank Offered Rate (“LIBOR”) plus an interest margin based on our consolidated leverage ratio, or (ii) the base rate (which is the highest of (a) the bank’s prime rate, (b) the Federal Funds rate plus 0.50%, and (c) one month LIBOR plus 1.00%) plus an interest margin based on our consolidated leverage ratio. | |||||||||||||||||
In connection with the planned acquisition of Epocrates, on January 3, 2013, we borrowed $100.0 million from the Revolving Credit Facility and, on January 9, 2013, repaid the borrowed amount in full. | |||||||||||||||||
2013 Commitment Letter – On January 7, 2013, we entered into a commitment letter, pursuant to which Bank of America, N.A. committed to increase its commitment to provide revolving loans under the Revolving Credit Facility by an amount up to $55.0 million as a source of funding for the Epocrates transaction (see Note 2 – Acquisitions). We were required to pay financing fees of $0.3 million for this commitment. On March 11, 2013, we borrowed $155.0 million under the Revolving Credit Facility as a source of funding for the Epocrates transaction. All amounts outstanding under the Revolving Credit Facility were repaid by May 10, 2013. | |||||||||||||||||
2013 Credit Agreement – On May 10, 2013, we entered into a $325.0 million senior credit facility consisting of a $200.0 million unsecured term loan facility and a $125.0 million unsecured revolving credit facility (the “Senior Credit Facility”). The Senior Credit Facility replaced the Revolving Credit Facility. The Senior Credit Facility contains terms and conditions that are customary to facilities of this nature and certain covenants, including consolidated leverage ratio and capital expenditures limitations. The Senior Credit Facility may be used to refinance existing indebtedness, to finance the acquisition of the Arsenal on the Charles, and for working capital and other general corporate purposes. We may increase the Senior Credit Facility up to an additional $100.0 million, subject to certain terms, including obtaining lender commitments. The Senior Credit Facility expires on May 10, 2018, although we may prepay the Senior Credit Facility in whole or in part at any time without premium or penalty, and the unutilized portion of the commitments may be irrevocably reduced or terminated by athenahealth in whole or in part without penalty or premium. | |||||||||||||||||
On May 10, 2013, we borrowed $200.0 million under the unsecured term loan facility and $50.0 million under the unsecured revolving credit facility of the Senior Credit Facility to refinance existing indebtedness described above, to finance the Arsenal on the Charles acquisition as described in Note 2 – Acquisitions, and for working capital and other general corporate purposes. The unsecured term loan facility was payable quarterly starting in June 30, 2013, in the amount of $3.8 million each quarter. As of December 31, 2014, $173.8 million was outstanding on the unsecured term loan facility and $35.0 million was outstanding on the unsecured revolving credit facility. As of December 31, 2014, there was $90.0 million available on the unsecured revolving credit facility. | |||||||||||||||||
Any loan under the Senior Credit Facility bears interest at the same rates as in the Revolving Credit Facility. The interest rate for the Senior Credit Facility as of December 31, 2014 was 1.16%. | |||||||||||||||||
The Company was required to pay financing fees of $1.4 million for the Senior Credit Facility, which are being amortized as interest expense in the Consolidated Statements of Income over the five-year term of the agreement. | |||||||||||||||||
Future principal payments of the unsecured term loan facility at December 31, 2014 are as follows: | |||||||||||||||||
Amount | |||||||||||||||||
2015 | $ | 15,000 | |||||||||||||||
2016 | 15,000 | ||||||||||||||||
2017 | 15,000 | ||||||||||||||||
2018 | 128,750 | ||||||||||||||||
Total | $ | 173,750 | |||||||||||||||
Less current portion | 15,000 | ||||||||||||||||
Long-term portion | $ | 158,750 | |||||||||||||||
During the quarter ended September 30, 2013, we entered into an interest rate swap agreement designed to fix the variable interest rate payable on $120.0 million of our outstanding borrowings under the Senior Credit Facility at 0.8396% exclusive of the credit spread under the Senior Credit Facility. | |||||||||||||||||
The fair value of the interest rate swap recognized in other long-term liabilities and in OCI was as follows: | |||||||||||||||||
Fair Value | |||||||||||||||||
Effective Date | Notional Amount | Fixed Rate | Maturity | December 31, 2014 | December 31, 2013 | ||||||||||||
August 31, 2013 | 120,000 | 0.8396 | % | August 31, 2016 | $ | (244 | ) | $ | (354 | ) | |||||||
Refer to Note 4 – Fair Value of Financial Instruments for further information. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY |
Preferred Stock – Our Board of Directors has the authority, without further action by stockholders, to issue up to 5,000 shares of preferred stock in one or more series. Our Board of Directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. The ability to issue preferred stock could delay or impede a change in control. As of December 31, 2014 and 2013, no shares of preferred stock were outstanding. | |
Common Stock – Common stockholders are entitled to one vote per share and dividends, when declared by the Board of Directors, subject to any preferential rights of preferred stockholders. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION | |||||||||||||
Total stock-based compensation expense for the years ended December 31, 2014, 2013, and 2012 is as follows: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Stock-based compensation charged to: | ||||||||||||||
Direct operating | $ | 12,009 | $ | 7,778 | $ | 5,619 | ||||||||
Selling and marketing | 14,581 | 12,057 | 7,717 | |||||||||||
Research and development | 7,221 | 4,238 | 3,213 | |||||||||||
General and administrative | 21,747 | 18,575 | 10,687 | |||||||||||
Total | $ | 55,558 | $ | 42,648 | $ | 27,236 | ||||||||
Amortization of capitalized stock-based compensation related to software development | 2,258 | 1,027 | 257 | |||||||||||
Total | $ | 57,816 | $ | 43,675 | $ | 27,493 | ||||||||
In addition, for the years ended December 31, 2014 and 2013, $4.7 million and $2.2 million of stock-based compensation was capitalized in the line item "Capitalized software costs, net" in the Consolidated Balance Sheets for which $2.3 million and $1.0 million was included in the line item "Depreciation and amortization" in the Consolidated Statements of Income. | ||||||||||||||
In 2007, the Board of Directors and our stockholders approved our 2007 Stock Option and Incentive Plan. The 2007 Stock Option and Incentive Plan was amended and restated in 2011 to: (i) remove an evergreen provision; (ii) increase the number of shares reserved for issuance by 1.3 million shares; (iii) set a multiplier for full value awards of 1.3 shares of stock for each share of stock subject to that award; (iv) set minimum restriction periods for stock awards; (v) set maximum awards payable for performance-based awards; (vi) add performance criteria; and (vii) make other administrative changes; and in 2012 to: (i) increase the number of shares reserved for issuance by 1.85 million shares; (ii) set a multiplier for full value awards of 1.66 shares of stock for each share of stock subject to that award; (iii) set a new minimum period for a performance cycle for cash-based awards; (iv) add performance criteria; (v) revise the share counting provision so that shares underlying awards other than stock options and stock appreciation rights may be withheld to satisfy tax withholding obligations; and (vi) extend its term through April 23, 2022 (as amended and restated, the “2007 Plan”); and in 2013 to: (i) increase the number of shares reserved for issuance by 1.66 million shares. As part of the Epocrates acquisition, we assumed 0.4 million shares available for issuance under the Epocrates stock plan. As of December 31, 2014 and 2013, there were approximately 4,023 and 4,609 shares, respectively, available for grant under our stock award plans. | ||||||||||||||
Stock Options | ||||||||||||||
Options granted under the 2007 Plan may be incentive stock options or non-qualified stock options under the applicable provisions of the Internal Revenue Code. Incentive stock options are granted with exercise prices at or above the fair value of our common stock at the grant date as determined by the Board of Directors. Incentive stock options granted to employees who own more than 10% of the voting power of all classes of stock are granted with exercise prices at 110% of the fair value of our common stock at the date of the grant. Non-qualified stock options may be granted with exercise prices up to the fair value of our common stock on the date of the grant, as determined by the Board of Directors. All options granted vest over a range of one to four years and have contractual terms of between five and ten years. Options granted typically vest 25% per year over a total of four years at each anniversary, with the exception of options granted to members of the Board of Directors, which vest on a quarterly basis. | ||||||||||||||
The following table presents the stock option activity for the year ended December 31, 2014: | ||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual Term | |||||||||||||
(in years) | ||||||||||||||
Outstanding – January 1, 2014 | 2,167 | $ | 48.69 | |||||||||||
Granted | 188 | 183.36 | ||||||||||||
Exercised | (470 | ) | 35.08 | |||||||||||
Forfeited | (35 | ) | 87.24 | |||||||||||
Outstanding – as of December 31, 2014 | 1,850 | 65.14 | 6 | $ | 156,804 | |||||||||
Exercisable – as of December 31, 2014 | 1,235 | $ | 43.5 | 5 | $ | 126,318 | ||||||||
Vested and expected to vest as of December 31, 2014 | 1,754 | $ | 61.87 | 5.9 | $ | 153,142 | ||||||||
Weighted-average fair value of options granted for the year ended December 31, 2014 | $ | 77.55 | ||||||||||||
We assumed stock options related to the acquisition of Epocrates based on a conversion ratio of 0.1239. We recorded compensation expense in relation to stock options of $11.7 million, $14.0 million, and $9.8 million, for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||
The following table illustrates the range of assumptions used to compute stock-based compensation expense for awards granted: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Risk-free interest rate | .66% - 1.67% | .35% - .75% | 1.00% | |||||||||||
Expected dividend yield | —% | —% | —% | |||||||||||
Expected option term (years) | 3.0 - 5.0 | 3.0 - 5.0 | 3.0 - 5.0 | |||||||||||
Expected stock volatility | 46% - 47% | 41% - 45% | 43% - 52% | |||||||||||
The risk-free interest rate estimate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected terms of the awards being valued. The expected dividend yield was based on our expectation of not paying dividends in the foreseeable future. We use company-specific historical and implied volatility information to generate the volatility assumptions. | ||||||||||||||
As of December 31, 2014 and 2013, there was $16.5 million and $17.4 million, respectively, of unrecognized stock-based compensation expense related to unvested stock option share-based compensation arrangements granted under our stock award plans. This expense is expected to be recognized over a weighted-average period of approximately 2.5 years. The weighted average fair value of stock options granted during the years ended December 31, 2014, 2013, and 2012 was $77.55, $38.09, and $31.71, respectively. The intrinsic value of options exercised during the years ended December 31, 2014, 2013, and 2012 was $53.5 million, $53.2 million, and $36.1 million, respectively. The intrinsic value is calculated as the difference between the market value of the stock on the date of purchase and the exercise price of the options. | ||||||||||||||
Restricted Stock Units | ||||||||||||||
The 2007 Plan also allows for granting of restricted stock unit awards under the terms of the plan. The majority of the restricted units vest in four equal, annual installments on the anniversaries of the vesting start date or in four equal, quarterly installments on anniversaries of the vesting date. We estimated the fair value of the restricted stock units using the market price of our common stock on the date of the grant. The fair value of restricted stock units is amortized on a straight-line basis over the vesting period. The following table presents the restricted stock unit activity for the year ended December 31, 2014: | ||||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant | ||||||||||||||
Date | ||||||||||||||
Fair Value | ||||||||||||||
Outstanding – January 1, 2014 | 1,193 | $ | 75.2 | |||||||||||
Granted | 556 | 181.81 | ||||||||||||
Vested | (452 | ) | 67.39 | |||||||||||
Forfeited | (87 | ) | 109.94 | |||||||||||
Outstanding – as of December 31, 2014 | 1,210 | $ | 124.65 | |||||||||||
We assumed restricted stock units related to the acquisition of Epocrates based on a conversion ratio of 0.1239. As of December 31, 2014, $111.0 million of total unrecognized compensation costs related to restricted stock units is expected to be recognized over a weighted average period of 2.7 years. Stock-based compensation expense of $42.2 million, $27.4 million, and $17.3 million was recorded for restricted stock units during the years ended December 31, 2014, 2013, and 2012, respectively. The weighted average fair value of restricted stock units granted during the years ended December 31, 2014, 2013, and 2012 was $181.81, $98.34, and $71.15, respectively. The intrinsic value of vested restricted stock units during the years ended December 31, 2014, 2013, and 2012 was $78.5 million, $35.2 million, and $15.1 million, respectively. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
Our 2007 Employee Stock Purchase Plan (“2007 ESPP”) allows employees of athenahealth and its subsidiaries as designated by our Board of Directors to purchase shares of our common stock. The purchase price is equal to 85% of the lower of the closing price of our common stock on (1) the first day of the purchase period or (2) the last day of the purchase period. The expense for the years ended December 31, 2014, 2013, and 2012 was $1.7 million, $1.2 million, and $1.0 million, respectively. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
INCOME TAXES | INCOME TAXES | ||||||||||||
The components of our income tax benefit (provision) for the years ended December 31, 2014, 2013, and 2012 are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current Benefit (Provision): | |||||||||||||
Federal | $ | (9,656 | ) | $ | (4,225 | ) | $ | (13,089 | ) | ||||
State | (884 | ) | (1,495 | ) | (3,575 | ) | |||||||
Foreign | (385 | ) | (961 | ) | (372 | ) | |||||||
(10,925 | ) | (6,681 | ) | (17,036 | ) | ||||||||
Deferred Benefit (Provision): | |||||||||||||
Federal | 10,695 | 5,291 | (26 | ) | |||||||||
State | 906 | 1,753 | 802 | ||||||||||
Foreign | 69 | — | 114 | ||||||||||
11,670 | 7,044 | 890 | |||||||||||
Total income tax benefit (provision) | $ | 745 | $ | 363 | $ | (16,146 | ) | ||||||
The components of the Company’s deferred income taxes as of December 31, 2014 and 2013 are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Federal net operating loss carryforward | $ | — | $ | 187 | |||||||||
State net operating loss carryforward | 1,694 | 1,476 | |||||||||||
Research and development tax credits | 3,328 | 3,244 | |||||||||||
Allowances for accounts receivable | 1,168 | 2,773 | |||||||||||
Deferred rent obligation | 7,555 | 328 | |||||||||||
Stock compensation | 25,264 | 18,270 | |||||||||||
Other accrued liabilities | 2,223 | 2,171 | |||||||||||
Deferred revenue | 17,797 | 17,754 | |||||||||||
Other | 1,473 | 3,101 | |||||||||||
Total gross deferred tax assets | 60,502 | 49,304 | |||||||||||
Valuation allowance | (3,420 | ) | (2,627 | ) | |||||||||
Total deferred tax assets | 57,082 | 46,677 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | (40,463 | ) | (49,555 | ) | |||||||||
Capitalized software development | (15,769 | ) | (8,641 | ) | |||||||||
Property and equipment | (4,621 | ) | (3,784 | ) | |||||||||
Investments | (14,913 | ) | — | ||||||||||
Total deferred tax liabilities | (75,766 | ) | (61,980 | ) | |||||||||
Net deferred tax (liabilities) assets | $ | (18,684 | ) | $ | (15,303 | ) | |||||||
We classify our deferred tax assets and liabilities as current or non-current based on the classification of the related asset or liability for financial reporting giving rise to the temporary difference. A deferred tax asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to net operating loss (“NOL”) carryforwards, is classified according to the expected reversal date. We recorded a valuation allowance against certain deferred tax assets related to state NOL carryforwards, foreign tax credits and research and development tax credits. We evaluated the ability to utilize the losses and credits and determined they could not meet the more likely than not standard. | |||||||||||||
During the year ended December 31, 2014, we utilized tax attributes to reduce the current tax provision by $9.9 million respectively. During the year ended December 31, 2013, we utilized tax attributes to reduce the current tax provision by $7.0 million. During the year ended December 31, 2012, we utilized tax attributes to reduce the current tax provision by $2.8 million. | |||||||||||||
As of December 31, 2014, we had federal and state NOL carryforwards of approximately $73.6 million (which include $73.6 million of NOL carryforwards from stock-based compensation) and $67.7 million (which include $32.7 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income. The state NOL carryforwards begin to expire in 2018, and the federal NOL carryforwards expire at various times from 2020 through 2034. As of December 31, 2013, we had federal and state NOL carryforwards of approximately $28.0 million (which include $27.5 million of NOL carryforwards from stock-based compensation) and $26.0 million (which include $1.6 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income. | |||||||||||||
We have generated NOL carryforwards from stock-based compensation deductions in excess of expenses recognized for financial reporting purposes (“excess tax benefits”). Excess tax benefits are realized when they reduce taxes payable, as determined using a “with and without” method, and are credited to additional paid-in capital rather than as a reduction of the income tax provision. During the years ended December 31, 2014, 2013, and 2012, we realized excess tax benefits from federal and state tax deductions of $9.9 million, $6.9 million and $14.1 million, respectively, which were credited to additional paid-in capital. As of December 31, 2014, the amount of unrecognized federal and state excess tax benefits is $35.4 million and $3.7 million, respectively, which will be credited to additional paid-in capital when realized. | |||||||||||||
Our research and development tax credits carryforward is available to offset future federal and state taxes, and the credits expire at various times through 2034. We have federal and state R&D credits of $9.6 million (which include $9.6 million from the utilization of credits under the without method of accounting related to stock-based compensation) and $3.9 million (which include $1.8 million from the utilization of credits under the without method of accounting related to stock-based compensation), respectively. These benefits, when utilized to reduce taxes payable, will be credited to additional paid-in capital. | |||||||||||||
A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax computed at federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State taxes, net of federal benefit | 6 | % | (6 | )% | 5 | % | |||||||
Research and development credits | 86 | % | (98 | )% | — | % | |||||||
Permanent differences | (87 | )% | 20 | % | 6 | % | |||||||
Valuation allowance | (21 | )% | 33 | % | — | % | |||||||
Total | 19 | % | (16 | )% | 46 | % | |||||||
A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning uncertain tax benefits | $ | 4,851 | $ | 1,761 | $ | 1,685 | |||||||
Prior year – decreases | (79 | ) | (537 | ) | (140 | ) | |||||||
Prior year – increases | 887 | 501 | 177 | ||||||||||
Acquired balances | — | 2,339 | — | ||||||||||
Current year - decreases | (212 | ) | — | — | |||||||||
Current year – increases | 366 | 787 | 39 | ||||||||||
Ending uncertain tax benefits | $ | 5,813 | $ | 4,851 | $ | 1,761 | |||||||
Included in the balance of unrecognized tax benefits at December 31, 2014 are $5.1 million of tax benefits that, if recognized, would affect the effective tax rate. We anticipate that no material amounts of unrecognized tax benefits will either expire or be settled within 12 months of the reporting date. | |||||||||||||
Interest and penalties included in the tax benefit (provision) amounted to $0.8 million and $0.5 million for the years ended December 31, 2014 and 2013, respectively. Accrued interest and penalties amounted to $1.2 million and $0.7 million as of December 31, 2014 and 2013, respectively. The accrued interest and penalties balances were adjusted for foreign currency gains during the year ended December 31, 2014 and 2013 of $0.3 million and $0.1 million, respectively. | |||||||||||||
We are subject to taxation in the United States, various states and India. As of December 31, 2014, tax years 1997 through 2013 – except for 2006 through 2008 for federal purposes – remain open to examination by major taxing jurisdictions to which we are subject, which years primarily resulted in carryforward attributes that may still be adjusted upon examination by the Internal Revenue Service or other tax authorities if they have been used or will be used in a future period. |
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN |
We sponsor a 401(k) retirement savings plan (the “401(k) Plan”), under which eligible employees may contribute, on a pre-tax basis, specified percentages of their compensation, subject to maximum aggregate annual contributions imposed by the Internal Revenue Code of 1986. All employee contributions are allocated to the employee’s individual account and are invested in various investment options as directed by the employee. Employees’ cash contributions are fully vested and non-forfeitable. We may make a discretionary contribution in any year, subject to authorization by our Board of Directors. During the years ended December 31, 2014, 2013, and 2012, our contributions to the 401(k) Plan were $4.5 million, $3.2 million, and $2.4 million, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment discrimination claims and challenges to our intellectual property. We believe that we have adequate legal defenses and that the likelihood of a loss contingency relating to the ultimate dispositions of any of these disputes is remote. When the likelihood of a loss contingency becomes at least reasonably possible with respect to any of these disputes, or, as applicable in the future, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, we will revise our disclosures in accordance with the relevant authoritative guidance. | |
Additionally, we will accrue a liability for loss contingencies when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We will review these accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made. |
QUARTERLY_FINANCIAL_INFORMATIO
QUARTERLY FINANCIAL INFORMATION | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
QUARTERLY FINANCIAL INFORMATION | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||||||||
Selected quarterly financial information follows for the year ended December 31, 2014: | |||||||||||||||||||||
First | Second | Third | Fourth | Year | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenue: | |||||||||||||||||||||
Business services | $ | 154,502 | $ | 175,949 | $ | 179,711 | $ | 201,072 | $ | 711,234 | |||||||||||
Implementation and other | 8,533 | 9,973 | 10,717 | 12,142 | 41,365 | ||||||||||||||||
Total revenue | 163,035 | 185,922 | 190,428 | 213,214 | 752,599 | ||||||||||||||||
Expense: | |||||||||||||||||||||
Direct operating | 72,148 | 74,774 | 79,343 | 76,274 | 302,539 | ||||||||||||||||
Selling and marketing | 43,227 | 50,722 | 45,206 | 50,533 | 189,688 | ||||||||||||||||
Research and development | 15,155 | 16,417 | 18,087 | 19,802 | 69,461 | ||||||||||||||||
General and administrative | 29,357 | 30,443 | 31,800 | 33,592 | 125,192 | ||||||||||||||||
Depreciation and amortization | 14,249 | 15,186 | 17,258 | 18,071 | 64,764 | ||||||||||||||||
Total expense | 174,136 | 187,542 | 191,694 | 198,272 | 751,644 | ||||||||||||||||
Operating (loss) income | (11,101 | ) | (1,620 | ) | (1,266 | ) | 14,942 | 955 | |||||||||||||
Other (expense) income: | |||||||||||||||||||||
Interest expense | (1,265 | ) | (1,275 | ) | (1,244 | ) | (911 | ) | (4,695 | ) | |||||||||||
Other income | (171 | ) | (6 | ) | 26 | 27 | (124 | ) | |||||||||||||
Total other (expense) income | (1,436 | ) | (1,281 | ) | (1,218 | ) | (884 | ) | (4,819 | ) | |||||||||||
(Loss) income before income tax benefit (provision) | (12,537 | ) | (2,901 | ) | (2,484 | ) | 14,058 | (3,864 | ) | ||||||||||||
Income tax benefit (provision) | 4,482 | 739 | 853 | (5,329 | ) | 745 | |||||||||||||||
Net (loss) income | $ | (8,055 | ) | $ | (2,162 | ) | $ | (1,631 | ) | $ | 8,729 | $ | (3,119 | ) | |||||||
Net (loss) income per share – Basic | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.04 | ) | $ | 0.23 | $ | (0.08 | ) | |||||||
Net (loss) income per share – Diluted | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.04 | ) | $ | 0.22 | $ | (0.08 | ) | |||||||
Weighted average shares used in computing net (loss) income per share: | |||||||||||||||||||||
Basic | 37,484 | 37,860 | 37,999 | 38,097 | 37,862 | ||||||||||||||||
Diluted | 37,484 | 37,860 | 37,999 | 39,040 | 37,862 | ||||||||||||||||
Selected quarterly financial information follows for the year ended December 31, 2013: | |||||||||||||||||||||
First | Second | Third | Fourth | Year | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenue: | |||||||||||||||||||||
Business services | $ | 121,463 | $ | 137,919 | $ | 141,326 | $ | 162,529 | $ | 563,237 | |||||||||||
Implementation and other | 4,133 | 8,382 | 10,201 | 9,050 | 31,766 | ||||||||||||||||
Total revenue | 125,596 | 146,301 | 151,527 | 171,579 | 595,003 | ||||||||||||||||
Expense: | |||||||||||||||||||||
Direct operating | 53,185 | 59,390 | 63,245 | 62,852 | 238,672 | ||||||||||||||||
Selling and marketing | 32,922 | 41,035 | 37,584 | 37,947 | 149,488 | ||||||||||||||||
Research and development | 11,944 | 14,269 | 15,104 | 16,322 | 57,639 | ||||||||||||||||
General and administrative | 31,077 | 24,670 | 21,690 | 22,339 | 99,776 | ||||||||||||||||
Depreciation and amortization | 8,341 | 11,107 | 11,263 | 12,864 | 43,575 | ||||||||||||||||
Total expense | 137,469 | 150,471 | 148,886 | 152,324 | 589,150 | ||||||||||||||||
Operating (loss) income | (11,873 | ) | (4,170 | ) | 2,641 | 19,255 | 5,853 | ||||||||||||||
Other (expense) income: | |||||||||||||||||||||
Interest expense | (164 | ) | (1,001 | ) | (1,421 | ) | (1,319 | ) | (3,905 | ) | |||||||||||
Other (expense) income | 54 | 63 | 30 | 136 | 283 | ||||||||||||||||
Total other expense | (110 | ) | (938 | ) | (1,391 | ) | (1,183 | ) | (3,622 | ) | |||||||||||
(Loss) income before income tax benefit (provision) | (11,983 | ) | (5,108 | ) | 1,250 | 18,072 | 2,231 | ||||||||||||||
Income tax benefit (provision) | 12,683 | (7,313 | ) | (80 | ) | (4,927 | ) | 363 | |||||||||||||
Net income (loss) | $ | 700 | $ | (12,421 | ) | $ | 1,170 | $ | 13,145 | $ | 2,594 | ||||||||||
Net income (loss) per share – Basic | $ | 0.02 | $ | (0.34 | ) | $ | 0.03 | $ | 0.35 | $ | 0.07 | ||||||||||
Net income (loss) per share – Diluted | $ | 0.02 | $ | (0.34 | ) | $ | 0.03 | $ | 0.34 | $ | 0.07 | ||||||||||
Weighted average shares used in computing net income (loss) per share: | |||||||||||||||||||||
Basic | 36,409 | 36,760 | 36,970 | 37,262 | 36,856 | ||||||||||||||||
Diluted | 37,744 | 36,760 | 38,343 | 38,645 | 38,257 | ||||||||||||||||
Net income (loss) per share for the four quarters of each fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period. |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT |
On January 13, 2015, we acquired Razor Insights, LLC, who provides cloud-based billing and electronic health record software services to rural and community hospitals, for $40 million in cash. We acquired RazorInsights for the assembled workforce, technology, customer base and to accelerate our entrance into serving the inpatient segment. | |
On January 23, 2015, we signed an agreement to purchase a suite of internally-developed clinical applications and an electronic health record system from Beth Israel Deaconess Medical Center, Inc. referred to as webOMR for $22 million in cash. The agreement also provides for up to an additional $18 million in contingent payments upon certain milestones in the future. |
NATURE_OF_OPERATIONS_AND_SUMMA1
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General – athenahealth, Inc. (the “Company,” “we,” “us,” or “our”) is a business services company that provides ongoing billing, clinical-related, and other related services to its customers. Our services are delivered and consumed through a single instance of our cloud-based platform, athenaNet, through which we continuously update and improve our services. Our customers consist of medical group practices ranging in size throughout the United States of America. In March 2013, we acquired Epocrates, Inc. Epocrates is recognized for developing a leading medical application among U.S. physicians for clinical content, practice tools, and health industry engagement at the point of care. The features available through the Epocrates services are used by health care providers to make more informed prescribing decisions, improve workflow, and enhance patient safety. |
Principles of Consolidation | Principles of Consolidation – The accompanying consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition; including the estimated expected customer life; (2) asset impairments; (3) depreciable lives of assets; (4) fair value of stock-based compensation; (5) allocation of direct and indirect cost of sales; (6) fair value of identifiable purchased tangible and intangible assets in a business combination; (7) fair value of the reporting unit for goodwill impairment testing; and (8) litigation reserves. Actual results could significantly differ from those estimates. |
Revenue Recognition | Revenue Recognition – We recognize revenue when there is evidence of an arrangement, the service has been provided to the customer, the collection of the fees is reasonably assured, and the amount of fees to be paid by the customer is fixed or determinable. |
We derive revenue from business services associated with our four integrated services and from subscriptions to and sponsored clinical information and decision support services for our point of care medical application. Our four integrated services consist of athenaCollector for revenue cycle and practice management, athenaClinicals for electronic health records (“EHR”) management, athenaCommunicator for patient communication management, and athenaCoordinator for care coordination and financial and quality management. | |
Our clients typically purchase one-year service contracts for our integrated services that renew automatically. In most cases, our clients may terminate their agreements with 90 days notice without cause. We typically retain the right to terminate client agreements in a similar timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to our cloud-based network, athenaNet; minimum fees; flat fees; or per-claim fees, where applicable. We do not recognize revenue for business services fees until these collections are made, as the services fees are not fixed and determinable until such time. Unbilled amounts that have been earned are accrued and recorded as revenue or deferred revenue, as appropriate, and are included in our accounts receivable balances. | |
Subscriptions to the Epocrates point of care medical application are entered into by a member via an internal or third-party digital distribution platform or through a redeemable license code which expires within six to 12 months of issuance. Basic subscriptions are free and do not expire. Premium subscription fees are assessed on the length of the subscription period, typically one year, and payment occurs at the time of order, which is in advance of the services being performed, and are recorded as deferred revenue. Premium subscriptions are recognized ratably over the contracted term of delivery, typically one year. If a license code expires before it is redeemed, revenue is recognized upon expiration. | |
Sponsored clinical information and decision support service clients typically enter into arrangements that contain various combinations of services that are generally fulfilled within one year. The clients are charged a fee for the entire group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Because billings typically occur in advance of services being performed, these amounts are recorded as deferred revenue when billed. Each service deliverable within these multiple element revenue arrangements is accounted for as a separate unit if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. Further, our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have standalone value if we sell this item separately, if the item is sold by another vendor, or could be resold by the customer. Each service deliverable within these multiple element arrangements is then accounted for as a separate unit; deliverables not meeting the criteria for being a separate unit of accounting are combined with a deliverable that does meet that criterion, and we allocate arrangement consideration to each deliverable using our best estimate of selling price (“BESP”) if we do not have vendor specific objective evidence (“VSOE”) of fair value or third-party evidence (“TPE”) of fair value. Any discount or premium inherent in the arrangement is allocated to each element in the arrangement based on the relative fair value of each element. | |
Multiple element arrangements require judgments as to how to allocate the arrangement consideration to each deliverable. We maintain a standard price list by service; however, certain incentives, such as discounts, may be offered to clients when they purchase multiple services. Such discounting is subject to various levels of management approval and any discount offered is based on the total contract value. Due to the specific nature of these agreements and the variability in the amount of discount offered for individual services across multiple contracts, we have not been able to conclude that a consistent number of standalone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. | |
When we cannot establish VSOE of fair value, we then determine if we can establish TPE of fair value. TPE is determined based on competitor prices for similar deliverables when sold separately. Our services differ significantly from that of our peers and our offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, we are typically unable to determine TPE. | |
If both VSOE and TPE do not exist, we use BESP to establish fair value and to allocate total consideration to each element in the arrangement. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for a service by considering multiple factors including an analysis of recent stand-alone sales of that service, market conditions, competitive landscape, internal costs, gross margin objectives, and pricing practices. | |
Implementation revenue consists primarily of deferred professional services fees related to assisting customers with required implementation services, which include implementation, go-live and training support services. Historically, all of these fees are billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service does not have stand-alone value, it is recognized ratably over the longer of the life of the agreement or the expected customer life, which is currently estimated to be 12 years. We evaluate the length of the amortization period of the implementation fees based on our experience with customer contract renewals and consideration of the period over which those customers will receive benefits from our current portfolio of services. | |
During 2014, we began to sell go-live and training support services separate from the required implementation services. Go-live and training support services can be purchased by the customer from us or third-party vendors, and therefore, have stand alone value and are recognized upon delivery of service. Previously deferred revenue balances related to implementation services that were billed up front and did not have stand alone value, will continue to be amortized over those remaining customer lives. Also, in 2014, we began to include the fees associated with the required implementation services in our ongoing monthly rate; therefore, they are being recognized ratably over the customer life. | |
Certain expenses related to the implementation go-live and training of a customer, such as out-of-pocket travel, are typically reimbursed by the customer. This is accounted for as both revenue and expense in the period the cost is incurred. Other revenue consists primarily of tenant revenue which is straight-lined over the term of the lease. | |
Direct Operating Expenses | Direct Operating Expense – Direct operating expense consists primarily of compensation expense (including stock-based compensation) related to personnel who provide services, including implementation go-live and training of clients, and claim processing costs. We expense these costs as incurred. We include in direct operating expense all service costs incurred to fulfill our customer contracts. Direct operating expense also includes costs associated with third-party tenant and other non-core revenue. Direct operating expense does not include allocated amounts for rent, occupancy costs, depreciation, or amortization, except for amortization related to certain purchased intangible assets. |
Research and Development Expenses | Research and Development Expense – Research and development expense consists primarily of compensation expense for research and development employees (including stock-based compensation) and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software development costs, which may be capitalized. Research and development expense does not include allocated amounts for rent, occupancy costs, depreciation, or amortization. |
Advertising Expenses | Advertising Expenses – Advertising expenses are expensed as incurred and are included in selling and marketing expense in the Consolidated Statements of Income. |
Cash and Cash Equivalents | Cash and Cash Equivalents – We consider all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents. |
Investments | Investments – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. All investments, except for certain investments in privately-held companies which are accounted for at cost, are held as available-for-sale investments. Scheduled maturity dates of U.S. government-backed securities, corporate bonds and commercial paper purchased that are within one year are classified as short-term. Scheduled maturity dates of U.S. government-backed securities, corporate bonds and commercial paper that are in excess of one year are classified as long-term. All investments are recorded at fair value with unrealized holding gains and losses included in accumulated other comprehensive (loss) income. There were no material realized gains and losses on sales of these investments for the periods presented. The Company determines realized gains and losses based on the specific identification method. |
Accounts Receivable | Accounts Receivable – Accounts receivable represents amounts due from customers for business services. Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses. |
Property and Equipment | Property and Equipment – Property and equipment are stated at cost. Equipment, furniture, and fixtures are depreciated using the straight-line method over their estimated useful lives, generally ranging from three to five years. Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Buildings are depreciated using the straight-line method over 30 to 40 years. Building improvements are depreciated using the straight-line method over 10 to 25 years. Aircraft and land improvements are depreciated using the straight-line method over 20 years and 10 years, respectively. Costs associated with maintenance and repairs are expensed as incurred. |
Capitalized Interest Cost | Capitalized Interest Cost – Interest costs related to major capital projects, specifically the Company’s corporate headquarters campus project and capitalized internal-use software development costs, are capitalized until the underlying asset is placed into service. Capitalized interest is calculated by multiplying the effective interest rate of the outstanding debt by the qualifying costs. As the qualifying asset is placed into service, the qualifying asset and the related capitalized interest are amortized over the useful life of the related asset. |
Capitalized Software Costs | Capitalized Software Costs – We capitalize costs related to athenaNet services and certain other projects for internal use incurred during the application development stage, including stock-based compensation expense for employees working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The estimated useful life of the software is two to three years. |
Goodwill | Goodwill – Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We evaluate the carrying value of our goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. |
Purchased Intangibles Assets | Purchased Intangible Assets – Purchased intangible assets consist of technology, a physician network, content, a trade name, customer backlog, non-compete agreements and customer relationships acquired in connection with business acquisitions and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time. |
Deferred Rent | Deferred Rent – Deferred rent consists of rent escalation, tenant improvement allowances and other incentives received from landlords related to the operating leases for our facilities. Rent escalation represents the difference between actual operating lease payments due and straight-line rent expense, which we record over the term of the lease. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord or paid on our behalf as part of the negotiated terms of the lease. These cash payments are recorded as deferred rent and are amortized as a reduction of periodic rent expense, over the term of the applicable lease. |
Deferred Revenue | Deferred Revenue – Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue includes amounts associated with multiple element arrangements associated with sponsored clinical information and decision support services which is recognized based upon contractual deliverables, and previously deferred implementation services fees which will continue to be recognized as revenue ratably over the longer of the life of the agreement or the estimated expected customer life, which is currently estimated to be 12 years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current. |
Business Combinations | Business Combinations – We apply business combination accounting when we have acquired control over one or more businesses. Business combinations are accounted for at fair value. The associated acquisition costs are generally expensed as incurred and recorded in general and administrative expenses; non-controlling interests are reflected at fair value at the acquisition date; in-process research and development is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are generally expensed rather than capitalized; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period will affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses’ operations are included in the Consolidated Statements of Income of the combined entity beginning on the date of acquisition. We have applied this acquisition method to the transactions described in Note 2. |
Income Taxes | Income Taxes – Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results. |
We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period. Our policy is to record interest and penalties related to unrecognized tax benefits in income tax expense. | |
From time to time, we receive incentives from various government agencies and programs. We account for the portion of the credits that are expected to be used to reduce non-income taxes as a grant. Credits which are expected to be used to reduce non-income taxes are recognized when the requirements to earn the credits have been met. | |
Sales and Use Taxes | Sales and Use Taxes – Our services are subject to sales and use taxes in certain jurisdictions. Our contractual agreements with customers provide that payment of any sales or use tax assessments are the responsibility of the customer. In certain jurisdictions, sales taxes are collected from the customer and remitted to the respective agencies. These taxes are recorded on a net basis and excluded from revenue and expense in our financial statements as presented. |
Foreign Currency Translation | Foreign Currency Translation – The financial position and results of operations of our foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive (loss) income. |
New Accounting Pronouncements | Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, the ASU provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). We are currently in the process of evaluating this new guidance. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. |
NATURE_OF_OPERATIONS_AND_SUMMA2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Activity in the Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts is as follows: | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning balance | $ | 1,691 | $ | 1,771 | $ | 2,348 | |||||||
Provision | (769 | ) | 791 | 153 | |||||||||
Write-offs | (365 | ) | (871 | ) | (730 | ) | |||||||
Ending balance | $ | 557 | $ | 1,691 | $ | 1,771 | |||||||
Accrued Expenses | Accrued expenses consist of the following: | ||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Accrued bonus | $ | 38,938 | $ | 25,013 | |||||||||
Accrued vacation | 8,106 | 5,107 | |||||||||||
Accrued payroll | 19,846 | 8,611 | |||||||||||
Accrued commissions | 4,878 | 5,713 | |||||||||||
Accrued compensation expenses | $ | 71,768 | $ | 44,444 | |||||||||
Accrued expenses | $ | 31,162 | $ | 23,775 | |||||||||
Accrued property and equipment additions | 5,871 | 605 | |||||||||||
Accrued expenses | $ | 37,033 | $ | 24,380 | |||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | The unaudited pro forma financial information is as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Revenue | $ | 614,775 | $ | 538,030 | ||||||||
Net loss | $ | (1,808 | ) | $ | (4,700 | ) | ||||||
Net loss per share – Basic | $ | (0.05 | ) | $ | (0.13 | ) | ||||||
Net loss per share – Diluted | $ | (0.05 | ) | $ | (0.13 | ) | ||||||
Arsenal on the Charles | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition: | |||||||||||
Prepaid expenses and other current assets | $ | 685 | ||||||||||
Property, equipment and buildings | 144,071 | |||||||||||
Purchased intangible assets | 25,545 | |||||||||||
Accrued expenses | (271 | ) | ||||||||||
Deferred revenue | (789 | ) | ||||||||||
Other long-term liabilities | (1,916 | ) | ||||||||||
Total identifiable net assets | $ | 167,325 | ||||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the fair value of the components of the identifiable intangible assets acquired by asset class: | |||||||||||
Above market leases | $ | 3,298 | ||||||||||
In-place leases | 22,247 | |||||||||||
Total intangible assets subject to amortization | $ | 25,545 | ||||||||||
Business Acquisition, Pro Forma Information | 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 Consolidated Statements of Income from the acquisition date of May 10, 2013 through the periods ended December 31, 2013 and December 31, 2014 are as follows: | |||||||||||
Year ended December 31, 2014 | May 10, 2013 through December 31, 2013 | |||||||||||
Third-party tenant revenue | $ | 14,254 | $ | 9,738 | ||||||||
Net (loss) | $ | (8,739 | ) | $ | (4,827 | ) | ||||||
Epocrates Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary and final fair values of assets acquired and liabilities assumed as of the date of acquisition, March 12, 2013, and upon completion of the valuation at December 31, 2013: | |||||||||||
12-Mar-13 | Adjustments | 31-Dec-13 | ||||||||||
Accounts receivable | $ | 23,144 | $ | (1,116 | ) | $ | 22,028 | |||||
Other current and long-term assets | 3,833 | 650 | 4,483 | |||||||||
Property, equipment and capitalized software costs | 4,168 | 20 | 4,188 | |||||||||
Purchased intangible assets | 139,900 | (500 | ) | 139,400 | ||||||||
Current liabilities | (11,054 | ) | (282 | ) | (11,336 | ) | ||||||
Deferred tax liabilities, net | (39,811 | ) | (1,340 | ) | (41,151 | ) | ||||||
Deferred revenue | (29,400 | ) | 648 | (28,752 | ) | |||||||
Other long-term liabilities | (1,259 | ) | 53 | (1,206 | ) | |||||||
Total identifiable net assets | 89,521 | (1,867 | ) | 87,654 | ||||||||
Goodwill | 148,093 | 1,867 | 149,960 | |||||||||
$ | 237,614 | $ | — | $ | 237,614 | |||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of the identifiable intangible assets acquired by asset class and their estimated useful lives as of the date the fair values were finalized: | |||||||||||
Fair Value | Useful Life | |||||||||||
Physician network | 104,000 | 14 years | ||||||||||
Drug information content | 10,000 | 5 years | ||||||||||
Trade name | 11,500 | 10 years | ||||||||||
Customer backlog | 2,900 | 1.5 years | ||||||||||
Developed technology | 6,500 | 3 years | ||||||||||
Epocrates non-compete agreement | 4,500 | 1.5 years | ||||||||||
Total intangible assets subject to amortization | $ | 139,400 | ||||||||||
Business Acquisition, Pro Forma Information | The amounts of revenue and net income (loss) of Epocrates included in our Consolidated Statements of Income from the acquisition date of March 12, 2013 through the period ended December 31, 2013 and for the period ended December 31, 2014 are as follows: | |||||||||||
Year ended December 31, 2014 | March 12, 2013 through December 31, 2013 | |||||||||||
Revenue | $ | 44,442 | $ | 52,380 | ||||||||
Net income (loss) | (a) | $ | (14,447 | ) | ||||||||
(a) As we have fully integrated our operations, it is impracticable for us to disclose the net income (loss) associated with the acquired business for the year ended December 31, 2014 | ||||||||||||
Schedule of Business Acquisitions, by Acquisition | 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: | |||||||||||
Cash payments | $ | 294,632 | ||||||||||
Fair value of vested stock options and restricted stock units assumed | 13,028 | |||||||||||
Fair value of total consideration | 307,660 | |||||||||||
Less cash acquired | (51,796 | ) | ||||||||||
Less short-term investments acquired | (18,250 | ) | ||||||||||
Total | $ | 237,614 | ||||||||||
Business Acquisition, Schedule Of Integration Costs | The following table summarizes these amounts on the Consolidated Statements of Income for the years ended December 31, 2013 and 2014: | |||||||||||
Rollforward of integration costs | ||||||||||||
Beginning balance, January 1, 2013 | $ | — | ||||||||||
Addition to provision | 3,909 | |||||||||||
Cash payments | (3,574 | ) | ||||||||||
Ending balance, December 31, 2013 | $ | 335 | ||||||||||
Reversal to provision | (42 | ) | ||||||||||
Cash payments | (293 | ) | ||||||||||
Ending balance, December 31, 2014 | $ | — | ||||||||||
NET_LOSS_INCOME_PER_SHARE_Tabl
NET (LOSS) INCOME PER SHARE (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
NET (LOSS) INCOME PER SHARE | The following table reconciles the weighted average shares outstanding for basic and diluted net (loss) income per share for the periods indicated: | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net (loss) income | $ | (3,119 | ) | $ | 2,594 | $ | 18,732 | ||||||
Weighted average shares used in computing basic net (loss) income per share | 37,862 | 36,856 | 35,956 | ||||||||||
Net (loss) income per share – basic | $ | (0.08 | ) | $ | 0.07 | $ | 0.52 | ||||||
Net (loss) income | $ | (3,119 | ) | $ | 2,594 | $ | 18,732 | ||||||
Weighted average shares used in computing basic net (loss) income per share | 37,862 | 36,856 | 35,956 | ||||||||||
Effect of dilutive securities | — | 1,401 | 1,177 | ||||||||||
Weighted average shares used in computing diluted net (loss) income per share | 37,862 | 38,257 | 37,133 | ||||||||||
Net (loss) income per share – diluted | $ | (0.08 | ) | $ | 0.07 | $ | 0.5 | ||||||
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2014 and December 31, 2013, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, and fair values determined by Level 2 inputs utilize quoted prices (unadjusted) in inactive markets for identical assets or liabilities obtained from readily available pricing sources for similar instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or no market activity. | ||||||||||||||||
Fair Value Measurements as of December 31, 2014, Using | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Available-for-sale investments: | |||||||||||||||||
Marketable equity securities | $ | 40,950 | $ | — | $ | — | $ | 40,950 | |||||||||
Debt Securities | |||||||||||||||||
MDP Accelerator portfolio | $ | — | $ | — | $ | 750 | $ | 750 | |||||||||
Total assets | $ | 40,950 | $ | — | $ | 750 | $ | 41,700 | |||||||||
Interest rate swap liability (a) | $ | — | $ | (244 | ) | $ | — | $ | (244 | ) | |||||||
Total liabilities | $ | — | $ | (244 | ) | $ | — | $ | (244 | ) | |||||||
Fair Value Measurements as of December 31, 2013, Using | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Money market funds | $ | 26 | $ | — | $ | — | $ | 26 | |||||||||
Total assets | $ | 26 | $ | — | $ | — | $ | 26 | |||||||||
Interest rate swap liability (a) | $ | — | $ | (354 | ) | $ | — | $ | (354 | ) | |||||||
Total liabilities | $ | — | $ | (354 | ) | $ | — | $ | (354 | ) | |||||||
(a) | Recorded in other long-term liabilities on the Consolidated Balance Sheets. | ||||||||||||||||
Reconciliations for Fair Values of Financial Instruments Determined by Level 3 | The following table presents the Company's financial instruments measured at fair value using unobservable inputs (Level 3) as of each of the years ended December 31, 2014 and 2013: | ||||||||||||||||
Fair Value Measurements Using Unobservable Inputs (Level 3) | |||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | ||||||||||||||||
Balance beginning of period | $ | — | $ | 448 | |||||||||||||
Payments | — | (524 | ) | ||||||||||||||
Additions | 750 | — | |||||||||||||||
Change in fair value (included in G&A expenses) | — | 76 | |||||||||||||||
Balance end of period | $ | 750 | $ | — | |||||||||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Investments [Abstract] | |||||||||||||
Schedule of Available-for-sale Securities Reconciliation | We had the following available-for-sale securities as of December 31, 2014: | ||||||||||||
Cost | Gross | Fair Value | |||||||||||
Unrealized Gain | |||||||||||||
Marketable equity securities | $ | 1,100 | $ | 39,850 | $ | 40,950 | |||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and equipment | Property and equipment consist of the following: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Equipment | $ | 93,583 | $ | 78,616 | |||||
Furniture and fixtures | 14,760 | 8,822 | |||||||
Leasehold improvements | 18,113 | 3,104 | |||||||
Aircraft | 15,054 | 3,156 | |||||||
Building | 131,746 | 136,368 | |||||||
Building improvements | 49,671 | 24,441 | |||||||
Land | 23,059 | 23,059 | |||||||
Land improvements | 4,339 | 2,980 | |||||||
Total property and equipment, at cost | 350,325 | 280,546 | |||||||
Accumulated depreciation and amortization | (96,416 | ) | (72,777 | ) | |||||
Construction in progress | 17,643 | 5,249 | |||||||
Property and equipment, net | $ | 271,552 | $ | 213,018 | |||||
GOODWILL_AND_PURCHASED_INTANGI1
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||
Schedule of Goodwill | The following table summarizes the activity related to the carrying value of our goodwill during the years ended December 31, 2014 and 2013: | ||||||||||||||
Gross balance as of January 1, 2013 | $ | 48,090 | |||||||||||||
Goodwill recorded in connection with the acquisition of Epocrates, Inc. | 149,959 | ||||||||||||||
Gross balance as of December 31, 2013 | $ | 198,049 | |||||||||||||
Gross balance as of December 31, 2014 | $ | 198,049 | |||||||||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | ntangible assets acquired as of December 31, 2014 and 2013 are as follows: | ||||||||||||||
December 31, 2014 | |||||||||||||||
Gross | Accumulated | Net | Weighted Average Remaining | ||||||||||||
Amortization | Useful Life (years) | ||||||||||||||
Developed technology | $ | 9,721 | $ | (6,294 | ) | $ | 3,427 | 1.1 | |||||||
Customer relationships | 21,434 | (9,555 | ) | 11,879 | 5.7 | ||||||||||
Doctor network | 104,000 | (9,792 | ) | 94,208 | 12.2 | ||||||||||
Drug information content | 10,000 | (3,608 | ) | 6,392 | 3.2 | ||||||||||
Trade name | 11,500 | (2,074 | ) | 9,426 | 8.2 | ||||||||||
Non-compete agreement | 1,178 | (873 | ) | 305 | 0.8 | ||||||||||
Above market leases | 3,016 | (916 | ) | 2,100 | 1.6 | ||||||||||
Leases in place | 19,695 | (8,065 | ) | 11,630 | 3.9 | ||||||||||
Total | $ | 180,544 | $ | (41,177 | ) | $ | 139,367 | ||||||||
December 31, 2013 | |||||||||||||||
Gross | Accumulated | Net | Weighted Average Remaining | ||||||||||||
Amortization | Useful Life (years) | ||||||||||||||
Developed technology | $ | 11,721 | $ | (4,737 | ) | $ | 6,984 | 2 | |||||||
Customer relationships | 21,434 | (7,365 | ) | 14,069 | 6.6 | ||||||||||
Doctor network | 104,000 | (682 | ) | 103,318 | 13.2 | ||||||||||
Drug information content | 10,000 | (1,608 | ) | 8,392 | 4.2 | ||||||||||
Trade name | 11,500 | (924 | ) | 10,576 | 9.2 | ||||||||||
Customer backlog | 2,900 | (1,554 | ) | 1,346 | 0.7 | ||||||||||
Non-compete agreement | 6,178 | (3,280 | ) | 2,898 | 1 | ||||||||||
Above market leases | 3,123 | (357 | ) | 2,766 | 5.9 | ||||||||||
Leases in place | 21,578 | (3,563 | ) | 18,015 | 5.3 | ||||||||||
Total | $ | 192,434 | $ | (24,070 | ) | $ | 168,364 | ||||||||
Schedule of Finite Lived Intangible Assets Future Amortization Expense | Estimated amortization expense, based upon our intangible assets at December 31, 2014, is as follows: | ||||||||||||||
Year ending December 31, | Amount | ||||||||||||||
2015 | $ | 20,272 | |||||||||||||
2016 | 16,240 | ||||||||||||||
2017 | 15,743 | ||||||||||||||
2018 | 14,324 | ||||||||||||||
2019 | 13,941 | ||||||||||||||
Thereafter | 58,847 | ||||||||||||||
Total | $ | 139,367 | |||||||||||||
OPERATING_LEASES_AND_OTHER_COM1
OPERATING LEASES AND OTHER COMMITMENTS (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2014 are as follows: | |||
Year ending December 31, | Future Rent | |||
Payments | ||||
2015 | $ | 7,994 | ||
2016 | 12,878 | |||
2017 | 12,457 | |||
2018 | 12,238 | |||
2019 | 11,789 | |||
Thereafter | 88,008 | |||
Total minimum lease payments | $ | 145,364 | ||
DEBT_Tables
DEBT (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Schedule of Maturities of Long-term Debt | Future principal payments of the unsecured term loan facility at December 31, 2014 are as follows: | ||||||||||||||||
Amount | |||||||||||||||||
2015 | $ | 15,000 | |||||||||||||||
2016 | 15,000 | ||||||||||||||||
2017 | 15,000 | ||||||||||||||||
2018 | 128,750 | ||||||||||||||||
Total | $ | 173,750 | |||||||||||||||
Less current portion | 15,000 | ||||||||||||||||
Long-term portion | $ | 158,750 | |||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of the interest rate swap recognized in other long-term liabilities and in OCI was as follows: | ||||||||||||||||
Fair Value | |||||||||||||||||
Effective Date | Notional Amount | Fixed Rate | Maturity | December 31, 2014 | December 31, 2013 | ||||||||||||
August 31, 2013 | 120,000 | 0.8396 | % | August 31, 2016 | $ | (244 | ) | $ | (354 | ) | |||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Total stock-based compensation expense for the years ended December 31, 2014, 2013, and 2012 is as follows: | |||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Stock-based compensation charged to: | ||||||||||||||
Direct operating | $ | 12,009 | $ | 7,778 | $ | 5,619 | ||||||||
Selling and marketing | 14,581 | 12,057 | 7,717 | |||||||||||
Research and development | 7,221 | 4,238 | 3,213 | |||||||||||
General and administrative | 21,747 | 18,575 | 10,687 | |||||||||||
Total | $ | 55,558 | $ | 42,648 | $ | 27,236 | ||||||||
Amortization of capitalized stock-based compensation related to software development | 2,258 | 1,027 | 257 | |||||||||||
Total | $ | 57,816 | $ | 43,675 | $ | 27,493 | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents the stock option activity for the year ended December 31, 2014: | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual Term | |||||||||||||
(in years) | ||||||||||||||
Outstanding – January 1, 2014 | 2,167 | $ | 48.69 | |||||||||||
Granted | 188 | 183.36 | ||||||||||||
Exercised | (470 | ) | 35.08 | |||||||||||
Forfeited | (35 | ) | 87.24 | |||||||||||
Outstanding – as of December 31, 2014 | 1,850 | 65.14 | 6 | $ | 156,804 | |||||||||
Exercisable – as of December 31, 2014 | 1,235 | $ | 43.5 | 5 | $ | 126,318 | ||||||||
Vested and expected to vest as of December 31, 2014 | 1,754 | $ | 61.87 | 5.9 | $ | 153,142 | ||||||||
Weighted-average fair value of options granted for the year ended December 31, 2014 | $ | 77.55 | ||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table illustrates the range of assumptions used to compute stock-based compensation expense for awards granted: | |||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Risk-free interest rate | .66% - 1.67% | .35% - .75% | 1.00% | |||||||||||
Expected dividend yield | —% | —% | —% | |||||||||||
Expected option term (years) | 3.0 - 5.0 | 3.0 - 5.0 | 3.0 - 5.0 | |||||||||||
Expected stock volatility | 46% - 47% | 41% - 45% | 43% - 52% | |||||||||||
Schedule of Nonvested Restricted Stock Units Activity | The following table presents the restricted stock unit activity for the year ended December 31, 2014: | |||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant | ||||||||||||||
Date | ||||||||||||||
Fair Value | ||||||||||||||
Outstanding – January 1, 2014 | 1,193 | $ | 75.2 | |||||||||||
Granted | 556 | 181.81 | ||||||||||||
Vested | (452 | ) | 67.39 | |||||||||||
Forfeited | (87 | ) | 109.94 | |||||||||||
Outstanding – as of December 31, 2014 | 1,210 | $ | 124.65 | |||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Current Foreign Tax Expense (Benefit) | The components of our income tax benefit (provision) for the years ended December 31, 2014, 2013, and 2012 are as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current Benefit (Provision): | |||||||||||||
Federal | $ | (9,656 | ) | $ | (4,225 | ) | $ | (13,089 | ) | ||||
State | (884 | ) | (1,495 | ) | (3,575 | ) | |||||||
Foreign | (385 | ) | (961 | ) | (372 | ) | |||||||
(10,925 | ) | (6,681 | ) | (17,036 | ) | ||||||||
Deferred Benefit (Provision): | |||||||||||||
Federal | 10,695 | 5,291 | (26 | ) | |||||||||
State | 906 | 1,753 | 802 | ||||||||||
Foreign | 69 | — | 114 | ||||||||||
11,670 | 7,044 | 890 | |||||||||||
Total income tax benefit (provision) | $ | 745 | $ | 363 | $ | (16,146 | ) | ||||||
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred income taxes as of December 31, 2014 and 2013 are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Federal net operating loss carryforward | $ | — | $ | 187 | |||||||||
State net operating loss carryforward | 1,694 | 1,476 | |||||||||||
Research and development tax credits | 3,328 | 3,244 | |||||||||||
Allowances for accounts receivable | 1,168 | 2,773 | |||||||||||
Deferred rent obligation | 7,555 | 328 | |||||||||||
Stock compensation | 25,264 | 18,270 | |||||||||||
Other accrued liabilities | 2,223 | 2,171 | |||||||||||
Deferred revenue | 17,797 | 17,754 | |||||||||||
Other | 1,473 | 3,101 | |||||||||||
Total gross deferred tax assets | 60,502 | 49,304 | |||||||||||
Valuation allowance | (3,420 | ) | (2,627 | ) | |||||||||
Total deferred tax assets | 57,082 | 46,677 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | (40,463 | ) | (49,555 | ) | |||||||||
Capitalized software development | (15,769 | ) | (8,641 | ) | |||||||||
Property and equipment | (4,621 | ) | (3,784 | ) | |||||||||
Investments | (14,913 | ) | — | ||||||||||
Total deferred tax liabilities | (75,766 | ) | (61,980 | ) | |||||||||
Net deferred tax (liabilities) assets | $ | (18,684 | ) | $ | (15,303 | ) | |||||||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax computed at federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State taxes, net of federal benefit | 6 | % | (6 | )% | 5 | % | |||||||
Research and development credits | 86 | % | (98 | )% | — | % | |||||||
Permanent differences | (87 | )% | 20 | % | 6 | % | |||||||
Valuation allowance | (21 | )% | 33 | % | — | % | |||||||
Total | 19 | % | (16 | )% | 46 | % | |||||||
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning uncertain tax benefits | $ | 4,851 | $ | 1,761 | $ | 1,685 | |||||||
Prior year – decreases | (79 | ) | (537 | ) | (140 | ) | |||||||
Prior year – increases | 887 | 501 | 177 | ||||||||||
Acquired balances | — | 2,339 | — | ||||||||||
Current year - decreases | (212 | ) | — | — | |||||||||
Current year – increases | 366 | 787 | 39 | ||||||||||
Ending uncertain tax benefits | $ | 5,813 | $ | 4,851 | $ | 1,761 | |||||||
QUARTERLY_FINANCIAL_INFORMATIO1
QUARTERLY FINANCIAL INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Quarterly Financial Information | Selected quarterly financial information follows for the year ended December 31, 2014: | ||||||||||||||||||||
First | Second | Third | Fourth | Year | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenue: | |||||||||||||||||||||
Business services | $ | 154,502 | $ | 175,949 | $ | 179,711 | $ | 201,072 | $ | 711,234 | |||||||||||
Implementation and other | 8,533 | 9,973 | 10,717 | 12,142 | 41,365 | ||||||||||||||||
Total revenue | 163,035 | 185,922 | 190,428 | 213,214 | 752,599 | ||||||||||||||||
Expense: | |||||||||||||||||||||
Direct operating | 72,148 | 74,774 | 79,343 | 76,274 | 302,539 | ||||||||||||||||
Selling and marketing | 43,227 | 50,722 | 45,206 | 50,533 | 189,688 | ||||||||||||||||
Research and development | 15,155 | 16,417 | 18,087 | 19,802 | 69,461 | ||||||||||||||||
General and administrative | 29,357 | 30,443 | 31,800 | 33,592 | 125,192 | ||||||||||||||||
Depreciation and amortization | 14,249 | 15,186 | 17,258 | 18,071 | 64,764 | ||||||||||||||||
Total expense | 174,136 | 187,542 | 191,694 | 198,272 | 751,644 | ||||||||||||||||
Operating (loss) income | (11,101 | ) | (1,620 | ) | (1,266 | ) | 14,942 | 955 | |||||||||||||
Other (expense) income: | |||||||||||||||||||||
Interest expense | (1,265 | ) | (1,275 | ) | (1,244 | ) | (911 | ) | (4,695 | ) | |||||||||||
Other income | (171 | ) | (6 | ) | 26 | 27 | (124 | ) | |||||||||||||
Total other (expense) income | (1,436 | ) | (1,281 | ) | (1,218 | ) | (884 | ) | (4,819 | ) | |||||||||||
(Loss) income before income tax benefit (provision) | (12,537 | ) | (2,901 | ) | (2,484 | ) | 14,058 | (3,864 | ) | ||||||||||||
Income tax benefit (provision) | 4,482 | 739 | 853 | (5,329 | ) | 745 | |||||||||||||||
Net (loss) income | $ | (8,055 | ) | $ | (2,162 | ) | $ | (1,631 | ) | $ | 8,729 | $ | (3,119 | ) | |||||||
Net (loss) income per share – Basic | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.04 | ) | $ | 0.23 | $ | (0.08 | ) | |||||||
Net (loss) income per share – Diluted | $ | (0.21 | ) | $ | (0.06 | ) | $ | (0.04 | ) | $ | 0.22 | $ | (0.08 | ) | |||||||
Weighted average shares used in computing net (loss) income per share: | |||||||||||||||||||||
Basic | 37,484 | 37,860 | 37,999 | 38,097 | 37,862 | ||||||||||||||||
Diluted | 37,484 | 37,860 | 37,999 | 39,040 | 37,862 | ||||||||||||||||
Selected quarterly financial information follows for the year ended December 31, 2013: | |||||||||||||||||||||
First | Second | Third | Fourth | Year | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenue: | |||||||||||||||||||||
Business services | $ | 121,463 | $ | 137,919 | $ | 141,326 | $ | 162,529 | $ | 563,237 | |||||||||||
Implementation and other | 4,133 | 8,382 | 10,201 | 9,050 | 31,766 | ||||||||||||||||
Total revenue | 125,596 | 146,301 | 151,527 | 171,579 | 595,003 | ||||||||||||||||
Expense: | |||||||||||||||||||||
Direct operating | 53,185 | 59,390 | 63,245 | 62,852 | 238,672 | ||||||||||||||||
Selling and marketing | 32,922 | 41,035 | 37,584 | 37,947 | 149,488 | ||||||||||||||||
Research and development | 11,944 | 14,269 | 15,104 | 16,322 | 57,639 | ||||||||||||||||
General and administrative | 31,077 | 24,670 | 21,690 | 22,339 | 99,776 | ||||||||||||||||
Depreciation and amortization | 8,341 | 11,107 | 11,263 | 12,864 | 43,575 | ||||||||||||||||
Total expense | 137,469 | 150,471 | 148,886 | 152,324 | 589,150 | ||||||||||||||||
Operating (loss) income | (11,873 | ) | (4,170 | ) | 2,641 | 19,255 | 5,853 | ||||||||||||||
Other (expense) income: | |||||||||||||||||||||
Interest expense | (164 | ) | (1,001 | ) | (1,421 | ) | (1,319 | ) | (3,905 | ) | |||||||||||
Other (expense) income | 54 | 63 | 30 | 136 | 283 | ||||||||||||||||
Total other expense | (110 | ) | (938 | ) | (1,391 | ) | (1,183 | ) | (3,622 | ) | |||||||||||
(Loss) income before income tax benefit (provision) | (11,983 | ) | (5,108 | ) | 1,250 | 18,072 | 2,231 | ||||||||||||||
Income tax benefit (provision) | 12,683 | (7,313 | ) | (80 | ) | (4,927 | ) | 363 | |||||||||||||
Net income (loss) | $ | 700 | $ | (12,421 | ) | $ | 1,170 | $ | 13,145 | $ | 2,594 | ||||||||||
Net income (loss) per share – Basic | $ | 0.02 | $ | (0.34 | ) | $ | 0.03 | $ | 0.35 | $ | 0.07 | ||||||||||
Net income (loss) per share – Diluted | $ | 0.02 | $ | (0.34 | ) | $ | 0.03 | $ | 0.34 | $ | 0.07 | ||||||||||
Weighted average shares used in computing net income (loss) per share: | |||||||||||||||||||||
Basic | 36,409 | 36,760 | 36,970 | 37,262 | 36,856 | ||||||||||||||||
Diluted | 37,744 | 36,760 | 38,343 | 38,645 | 38,257 | ||||||||||||||||
NATURE_OF_OPERATIONS_AND_SUMMA3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Additional Information (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
service | |||
Business | |||
Segment | |||
Significant Accounting Policies [Line Items] | |||
Number of acquired and integrated businesses | 2 | ||
Number of operating segments | 1 | ||
Number of integrated services | 4 | ||
Term of service contracts | 1 year | ||
Period for notice of termination of agreement without cause | 90 days | ||
Deferred Revenue, estimated period of recognition (in years) | 12 years | ||
Requisite service period | 4 years | ||
Options granted vesting period | 4 years | ||
Advertising expense | $15,500,000 | $14,200,000 | $12,300,000 |
Restricted cash | 0 | 3,000,000 | |
Software amortization expense | 28,600,000 | 17,900,000 | 3,400,000 |
Future amortization expense for software development, year one | 20,272,000 | ||
Future amortization expense for software development, year two | 16,240,000 | ||
Future amortization expense for software, year three | 15,743,000 | ||
Impairment losses recognized | 0 | 0 | 0 |
Related party transaction, total expense | 11,300,000 | 1,500,000 | |
Related party transaction, total payable | 1,300,000 | 400,000 | |
Developed technology | |||
Significant Accounting Policies [Line Items] | |||
Software amortization expense | 33,200,000 | 18,000,000 | 9,000,000 |
Future amortization expense for software development, year one | 34,600,000 | ||
Future amortization expense for software development, year two | 17,400,000 | ||
Future amortization expense for software, year three | 2,700,000 | ||
Balance in capitalization in progress account related to software development costs | $1,700,000 | ||
Aircraft | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 20 years | ||
Land improvements | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 10 years | ||
Minimum | Developed technology | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of the software (in years) | 2 years | ||
Minimum | Furniture Fixtures And Equipment | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 3 years | ||
Minimum | Building | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 30 years | ||
Minimum | Building improvements | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 10 years | ||
Maximum | Developed technology | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of the software (in years) | 3 years | ||
Maximum | Furniture Fixtures And Equipment | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 5 years | ||
Maximum | Building | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 40 years | ||
Maximum | Building improvements | |||
Significant Accounting Policies [Line Items] | |||
Property and Equipment, useful life (in years) | 25 years | ||
Epocrates | |||
Significant Accounting Policies [Line Items] | |||
Term of service contracts | 1 year | ||
Epocrates | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Period for redeemable license code subscription | 6 months | ||
Epocrates | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Period for redeemable license code subscription | 12 months |
NATURE_OF_OPERATIONS_AND_SUMMA4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Activity in Allowance for Doubtful Accounts) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $1,691 | $1,771 | $2,348 |
Provision | -769 | 791 | 153 |
Write-offs | -365 | -871 | -730 |
Ending balance | $557 | $1,691 | $1,771 |
NATURE_OF_OPERATIONS_AND_SUMMA5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Accrued Expenses) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued bonus | $38,938 | $25,013 |
Accrued vacation | 8,106 | 5,107 |
Accrued payroll | 19,846 | 8,611 |
Accrued commissions | 4,878 | 5,713 |
Accrued compensation expenses | 71,768 | 44,444 |
Accrued expenses | 31,162 | 23,775 |
Accrued property and equipment additions | 5,871 | 605 |
Accrued expenses | $37,033 | $24,380 |
ACQUISITIONS_Schedule_of_Recog
ACQUISITIONS (Schedule of Recognized Assets Acquired and Liabilities Assumed) (Details) (USD $) | 10 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | 10-May-13 | Mar. 12, 2013 |
Business Acquisition [Line Items] | |||||
Goodwill | $198,049 | $198,049 | $48,090 | ||
Arsenal on the Charles | |||||
Business Acquisition [Line Items] | |||||
Prepaid expenses and other current assets | 685 | ||||
Property, equipment and buildings | 144,071 | ||||
Purchased intangible assets | 25,545 | ||||
Accrued expenses | -271 | ||||
Deferred revenue | -789 | ||||
Other long-term liabilities | -1,916 | ||||
Total identifiable net assets | 167,325 | ||||
Epocrates Inc | |||||
Business Acquisition [Line Items] | |||||
Property, equipment and buildings | 4,188 | 4,168 | |||
Purchased intangible assets | 139,400 | 139,900 | |||
Accrued expenses | -11,336 | -11,054 | |||
Deferred revenue | -28,752 | -29,400 | |||
Other long-term liabilities | -1,206 | -1,259 | |||
Total identifiable net assets | 87,654 | 89,521 | |||
Accounts receivable | 22,028 | 23,144 | |||
Other current and long-term assets | 4,483 | 3,833 | |||
Deferred tax liabilities, net | -41,151 | -39,811 | |||
Goodwill | 149,960 | 148,093 | |||
Fair value of assets acquired and liabilities assumed | 237,614 | 237,614 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||
Accounts receivable, Adjustments | -1,116 | ||||
Other current and long-term assets, Adjustments | 650 | ||||
Property, equipment and capitalized software, Adjustments | 20 | ||||
Purchased intangible assets, Adjustments | -500 | ||||
Current liabilities, Adjustments | -282 | ||||
Deferred tax liabilities, net, Adjustments | -1,340 | ||||
Deferred revenue, Adjustments | 648 | ||||
Other long-term liabilities, Adjustments | 53 | ||||
Total identifiable net assets, Adjustments | -1,867 | ||||
Goodwill, Adjustments | 1,867 | ||||
Fair value of assets acquired and liabilities assumed, Adjustments | $0 |
ACQUISITIONS_Total_Considerati
ACQUISITIONS (Total Consideration as of Acquisition Date) (Details) (Epocrates Inc, USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Mar. 12, 2013 | Mar. 12, 2013 |
Epocrates Inc | ||
Business Acquisition [Line Items] | ||
Cash payments | $294,632 | |
Fair value of vested stock options and restricted stock units assumed | 13,028 | |
Fair value of total consideration | 307,660 | 307,660 |
Less cash acquired | -51,796 | -51,796 |
Less short-term investments acquired | -18,250 | -18,250 |
Total | $237,614 |
ACQUISITIONS_Business_Acquisit
ACQUISITIONS (Business Acquisition, Pro Forma Information) (Details) (USD $) | 8 Months Ended | 12 Months Ended | 10 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Arsenal on the Charles | |||
Business Acquisition [Line Items] | |||
Third party tenant revenue | $9,738 | $14,254 | |
Net loss | -4,827 | -8,739 | |
Epocrates Inc | |||
Business Acquisition [Line Items] | |||
Third party tenant revenue | 44,442 | 52,380 | |
Net loss | ($14,447) |
ACQUISITIONS_Schedule_of_Ident
ACQUISITIONS (Schedule of Identifiable Intangible Assets Acquired) (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Above market leases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 1 year 7 months 6 days | 5 years 10 months 24 days | ||
In-place leases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years 10 months 24 days | 5 years 3 months 18 days | ||
Doctor network | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 12 years 2 months 12 days | 13 years 2 months 12 days | ||
Drug information content | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 3 years 2 months 12 days | 4 years 2 months 12 days | ||
Trade name | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 8 years 2 months 12 days | 9 years 2 months 12 days | ||
Epocrates non-compete agreement | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life | 9 months 18 days | 1 year | ||
Arsenal on the Charles | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | $25,545 | |||
Arsenal on the Charles | Above market leases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 3,298 | |||
Arsenal on the Charles | In-place leases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 22,247 | |||
Epocrates Inc | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 139,400 | |||
Epocrates Inc | Doctor network | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 104,000 | |||
Useful Life | 14 years | |||
Epocrates Inc | Drug information content | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 10,000 | |||
Useful Life | 5 years | |||
Epocrates Inc | Trade name | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 11,500 | |||
Useful Life | 10 years | |||
Epocrates Inc | Customer backlog | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 2,900 | |||
Useful Life | 1 year 6 months | |||
Epocrates Inc | Developed technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | 6,500 | |||
Useful Life | 3 years | |||
Epocrates Inc | Epocrates non-compete agreement | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization | $4,500 | |||
Useful Life | 1 year 6 months |
ACQUISITIONS_Schedule_of_Integ
ACQUISITIONS (Schedule of Integration Costs) (Details) (Epocrates Inc, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Epocrates Inc | ||
Integration Costs [Roll Forward] | ||
Beginning Balance | $335 | $0 |
Addition (reversal) to provision | -42 | 3,909 |
Cash payments | -293 | -3,574 |
Ending Balance | $0 | $335 |
ACQUISITIONS_Additional_Inform
ACQUISITIONS (Additional Information) (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 8 Months Ended | 36 Months Ended | 0 Months Ended | 10 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 10-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 12, 2013 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||||||
Stock-based compensation expense | $55,558,000 | $42,648,000 | $27,236,000 | |||||
Arsenal on the Charles | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of acres | 29 | |||||||
Cash payments | 168,500,000 | |||||||
Total | 167,300,000 | |||||||
Direct operating expenses | 13,600,000 | 9,100,000 | ||||||
Transactions costs incurred in connection with acquisition | 2,400,000 | 3,100,000 | ||||||
Epocrates Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payments | 294,632,000 | |||||||
Total | 237,614,000 | |||||||
Transactions costs incurred in connection with acquisition | 2,700,000 | 3,200,000 | ||||||
Share conversion ratio | 0.1239 | |||||||
Fair value of assumed stock options and restricted stock units | 22,600,000 | |||||||
Amount allocated to purchase consideration | 13,028,000 | |||||||
Amount of fair value of stock options and restricted stock units allocated to future services | 9,600,000 | |||||||
Stock-based compensation expense | 300,000 | 7,400,000 | ||||||
Stock based compensation expense primarily related to acceleration of certain stock awards | $7,900,000 |
ACQUISITIONS_Schedule_of_Pro_F
ACQUISITIONS (Schedule of Pro Forma Information) (Details) (Epocrates Inc and the Arsenal on the Charles, USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Epocrates Inc and the Arsenal on the Charles | ||
Business Acquisition [Line Items] | ||
Revenue | $614,775 | $538,030 |
Net loss | ($1,808) | ($4,700) |
Net loss per share – Basic | ($0.05) | ($0.13) |
Net loss per share – Diluted | ($0.05) | ($0.13) |
NET_LOSS_INCOME_PER_SHARE_Reco
NET (LOSS) INCOME PER SHARE (Reconciliation of Weighted Average Shares Outstanding for Basic and Diluted Net Income Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Net (loss) income | $8,729 | ($1,631) | ($2,162) | ($8,055) | $13,145 | $1,170 | ($12,421) | $700 | ($3,119) | $2,594 | $18,732 |
Weighted average shares used in computing basic net (loss) income per share | 38,097 | 37,999 | 37,860 | 37,484 | 37,262 | 36,970 | 36,760 | 36,409 | 37,862 | 36,856 | 35,956 |
Net (loss) income per share – basic | $0.23 | ($0.04) | ($0.06) | ($0.21) | $0.35 | $0.03 | ($0.34) | $0.02 | ($0.08) | $0.07 | $0.52 |
Effect of dilutive securities | 0 | 1,401 | 1,177 | ||||||||
Weighted average shares used in computing diluted net (loss) income per share | 39,040 | 37,999 | 37,860 | 37,484 | 38,645 | 38,343 | 36,760 | 37,744 | 37,862 | 38,257 | 37,133 |
Net (loss) income per share – diluted | $0.22 | ($0.04) | ($0.06) | ($0.21) | $0.34 | $0.03 | ($0.34) | $0.02 | ($0.08) | $0.07 | $0.50 |
NET_LOSS_INCOME_PER_SHARE_Net_
NET (LOSS) INCOME PER SHARE (Net (loss) Income Per Share - Additional Information) (Detail) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | ||
Options and restricted stock units which have an antidilutive effect (shares) | 0.4 | 0.4 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value of Financial Instruments - Narrative (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 10-May-13 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Amortized Cost | $1,100,000 | |||
Available-for-sale Securities | 40,950,000 | |||
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | -39,850,000 | |||
Unrealized gain (loss) on securities, tax | 15,005,000 | 5,000 | 3,000 | |
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net | 0 | 0 | ||
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | 0 | 0 | ||
Financial Instruments, Owned, US Government and Agency Obligations, at Fair Value | 0 | |||
Senior Credit Facility | Unsecured Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Amount outstanding on facility | 173,800,000 | 188,800,000 | 200,000,000 | |
Senior Credit Facility | Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Amount outstanding on facility | 35,000,000 | 35,000,000 | 50,000,000 | |
Prepaid Expenses and Other Current Assets | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Receivable, Fair Value Disclosure | 800,000 | |||
Designated as Hedging Instrument | Other Long Term Liabilities | Interest Rate Swap | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of swap recognized | $244,000 | $354,000 |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value of Financial Instruments - Fair Value, Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | $40,950 | |||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 41,700 | 26 | ||
Interest rate swap liability | -244 | [1] | -354 | [1] |
Total liabilities | -244 | -354 | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 40,950 | 26 | ||
Interest rate swap liability | 0 | [1] | 0 | [1] |
Total liabilities | 0 | 0 | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 0 | 0 | ||
Interest rate swap liability | -244 | [1] | -354 | [1] |
Total liabilities | -244 | -354 | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 750 | 0 | ||
Interest rate swap liability | 0 | [1] | 0 | [1] |
Total liabilities | 0 | 0 | ||
Marketable equity securities | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 40,950 | |||
Marketable equity securities | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 40,950 | |||
Marketable equity securities | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 0 | |||
Marketable equity securities | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 0 | |||
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 750 | |||
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 0 | |||
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 0 | |||
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale investments | 750 | |||
Money market funds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Money market funds | 26 | |||
Money market funds | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Money market funds | 26 | |||
Money market funds | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Money market funds | 0 | |||
Money market funds | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Money market funds | $0 | |||
[1] | Recorded in other long-term liabilities on the Consolidated Balance Sheets. |
FAIR_VALUE_OF_FINANCIAL_INSTRU4
FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value of Financial Instruments - Reconciliations for Fair Values of Financial Instruments Determined by Level 3 (Details) (MDP Accelerator portfolio, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
MDP Accelerator portfolio | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance beginning of period | $0 | $448 |
Payments | 0 | -524 |
Additions | 750 | 0 |
Change in fair value (included in G&A expenses) | 0 | 76 |
Balance end of period | $750 | $0 |
INVESTMENTS_Summary_of_Availab
INVESTMENTS (Summary of Available-For-Sale Securities) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Investments [Abstract] | |
Amortized Cost | $1,100 |
Gross Unrealized Gains | 39,850 |
Fair Value | $40,950 |
PROPERTY_AND_EQUIPMENT_Additio
PROPERTY AND EQUIPMENT (Additional Information) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Capital leases | $0 | $0 | |
Property and equipment, depreciation expense | 31,500,000 | 25,500,000 | 16,600,000 |
Arsenal on the Charles | |||
Property, Plant and Equipment [Line Items] | |||
Fair value of buildings acquired | 121,300,000 | ||
Fair value of land and land improvements acquired | 21,000,000 | ||
Fair value of land improvements | $1,800,000 |
PROPERTY_AND_EQUIPMENT_Schedul
PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $350,325 | $280,546 |
Accumulated depreciation and amortization | -96,416 | -72,777 |
Construction in progress | 17,643 | 5,249 |
Property and equipment, net | 271,552 | 213,018 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 93,583 | 78,616 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 14,760 | 8,822 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 18,113 | 3,104 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 15,054 | 3,156 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 131,746 | 136,368 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 49,671 | 24,441 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 23,059 | 23,059 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $4,339 | $2,980 |
GOODWILL_AND_PURCHASED_INTANGI2
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Additional Information) (Narrative) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $28.60 | $17.90 | $3.40 |
Licensing Agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-Lived License Agreements | $0.10 |
GOODWILL_AND_PURCHASED_INTANGI3
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Activity Relating to Carrying Values of Goodwill) (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Mar. 12, 2013 |
Goodwill [Roll Forward] | ||||
Beginning gross balance | $198,049 | $48,090 | ||
Ending gross balance | 198,049 | 198,049 | 48,090 | |
Epocrates Inc | ||||
Goodwill [Roll Forward] | ||||
Beginning gross balance | 148,093 | |||
Goodwill recorded during the period | 149,959 | |||
Ending gross balance | $149,960 | $148,093 |
GOODWILL_AND_PURCHASED_INTANGI4
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Intangible Assets Acquired) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $180,544 | $192,434 |
Accumulated Amortization | -41,177 | -24,070 |
Net | 139,367 | 168,364 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 9,721 | 11,721 |
Accumulated Amortization | -6,294 | -4,737 |
Net | 3,427 | 6,984 |
Weighted Average Remaining Useful Life (years) | 1 year 1 month 6 days | 2 years |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 21,434 | 21,434 |
Accumulated Amortization | -9,555 | -7,365 |
Net | 11,879 | 14,069 |
Weighted Average Remaining Useful Life (years) | 5 years 8 months 12 days | 6 years 7 months 6 days |
Doctor network | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 104,000 | 104,000 |
Accumulated Amortization | -9,792 | -682 |
Net | 94,208 | 103,318 |
Weighted Average Remaining Useful Life (years) | 12 years 2 months 12 days | 13 years 2 months 12 days |
Drug information content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 10,000 | 10,000 |
Accumulated Amortization | -3,608 | -1,608 |
Net | 6,392 | 8,392 |
Weighted Average Remaining Useful Life (years) | 3 years 2 months 12 days | 4 years 2 months 12 days |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 11,500 | 11,500 |
Accumulated Amortization | -2,074 | -924 |
Net | 9,426 | 10,576 |
Weighted Average Remaining Useful Life (years) | 8 years 2 months 12 days | 9 years 2 months 12 days |
Customer backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,900 | |
Accumulated Amortization | -1,554 | |
Net | 1,346 | |
Weighted Average Remaining Useful Life (years) | 8 months 12 days | |
Non-compete agreement | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,178 | 6,178 |
Accumulated Amortization | -873 | -3,280 |
Net | 305 | 2,898 |
Weighted Average Remaining Useful Life (years) | 9 months 18 days | 1 year |
Above market leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 3,016 | 3,123 |
Accumulated Amortization | -916 | -357 |
Net | 2,100 | 2,766 |
Weighted Average Remaining Useful Life (years) | 1 year 7 months 6 days | 5 years 10 months 24 days |
Leases in place | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 19,695 | 21,578 |
Accumulated Amortization | -8,065 | -3,563 |
Net | $11,630 | $18,015 |
Weighted Average Remaining Useful Life (years) | 3 years 10 months 24 days | 5 years 3 months 18 days |
GOODWILL_AND_PURCHASED_INTANGI5
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Estimated Amortization Expense) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $20,272 | |
2016 | 16,240 | |
2017 | 15,743 | |
2018 | 14,324 | |
2019 | 13,941 | |
Thereafter | 58,847 | |
Net | $139,367 | $168,364 |
OPERATING_LEASES_AND_OTHER_COM2
OPERATING LEASES AND OTHER COMMITMENTS (Additional Information) (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | 31-May-11 | Jun. 30, 2005 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
location | |||||
Operating Leased Assets [Line Items] | |||||
Allowances for the leasehold improvements for the office space and reimbursement of moving costs | $11.50 | ||||
Repayment of incentive allowance | 2.1 | ||||
Number of locations under operating lease | 4 | ||||
Operating Leases, rent expense net | 9.9 | 5.5 | 4.9 | ||
General and administrative | |||||
Operating Leased Assets [Line Items] | |||||
Net gain due to early termination of lease | $2.50 |
OPERATING_LEASES_AND_OTHER_COM3
OPERATING LEASES AND OTHER COMMITMENTS (Future Minimum Lease Payments Under Non-cancelable Operating Leases) (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | |
2015 | $7,994 |
2016 | 12,878 |
2017 | 12,457 |
2018 | 12,238 |
2019 | 11,789 |
Thereafter | 88,008 |
Total minimum lease payments | $145,364 |
DEBT_Additional_Information_De
DEBT (Additional Information) (Detail) (USD $) | 0 Months Ended | |||||||
Jan. 07, 2013 | Oct. 20, 2011 | Jan. 03, 2013 | 10-May-13 | Mar. 11, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | |
Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit, term | 5 years | |||||||
Line of Credit | $100,000,000 | $155,000,000 | ||||||
Interest rate for revolving loans, Federal Funds rate | 0.50% | |||||||
Interest rate for revolving loans, LIBOR rate | 1.00% | |||||||
Additional borrowing capacity for Senior Credit Facility | 55,000,000 | |||||||
Financing Fees | 300,000 | |||||||
Revolving Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Amounts borrowed and repaid from revolving credit facility | 100,000,000 | |||||||
Senior Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit, term | 5 years | |||||||
Additional borrowing capacity for Senior Credit Facility | 100,000,000 | |||||||
Credit Agreement, amount | 325,000,000 | |||||||
Senior Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit | 50,000,000 | 35,000,000 | 35,000,000 | |||||
Credit Agreement, amount | 125,000,000 | |||||||
Senior Credit Facility | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit | 200,000,000 | 173,800,000 | 188,800,000 | |||||
Credit Agreement, amount | 200,000,000 | |||||||
Quarterly payment amount under agreement | 3,800,000 | |||||||
Amount available under credit facility | 90,000,000 | |||||||
Senior Credit Facility | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing Fees | 1,400,000 | |||||||
Interest rate for facility | 1.16% | |||||||
Interest Rate Swap | Designated as Hedging Instrument | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative, Notional Amount | $120,000,000 | |||||||
Derivative, Fixed Interest Rate | 0.84% |
DEBT_Schedule_of_Future_Paymen
DEBT (Schedule of Future Payments of Long Term Debt) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ||
Less current portion | $15,000 | $15,000 |
Long-term portion | 158,750 | 173,750 |
Unsecured Debt | Senior Credit Facility | ||
Line of Credit Facility [Line Items] | ||
2015 | 15,000 | |
2016 | 15,000 | |
2017 | 15,000 | |
2018 | 128,750 | |
Total | 173,750 | |
Less current portion | 15,000 | |
Long-term portion | $158,750 |
DEBT_Interest_Rate_Swap_Agreem
DEBT (Interest Rate Swap Agreement) (Details) (Interest Rate Swap, Designated as Hedging Instrument, USD $) | Aug. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, Notional Amount | $120,000 | ||
Derivative, Fixed Interest Rate | 0.84% | ||
Other Long Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Fair value of swap recognized | ($244) | ($354) |
STOCKHOLDERS_EQUITY_Additional
STOCKHOLDERS' EQUITY (Additional Information) (Detail) | Dec. 31, 2014 | Dec. 31, 2013 |
Vote | ||
Class of Stock [Line Items] | ||
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Votes per share entitled to common stockholders | 1 | |
Minimum | ||
Class of Stock [Line Items] | ||
Number of series | 1 |
STOCKBASED_COMPENSATION_Additi
STOCK-BASED COMPENSATION (Additional Information) (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 12, 2013 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Amortization of capitalized stock-based compensation related to software development | $2,258,000 | $1,027,000 | $257,000 | ||
Options granted vesting period | 4 years | ||||
Options granted contractual term (in years) | 5 years | ||||
Compensation expense | 55,558,000 | 42,648,000 | 27,236,000 | ||
Unrecognized stock-based compensation expense, expected weighted-average period for recognition (in years) | 2 years 6 months | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | 11,700,000 | 14,000,000 | 9,800,000 | ||
Amount of fair value of stock options and restricted stock units allocated to future services | 16,500,000 | 17,400,000 | |||
Weighted average fair value of stock options granted | $77.55 | $38.09 | $31.71 | ||
Intrinsic value of shares purchased | 53,500,000 | 53,200,000 | 36,100,000 | ||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Amount of fair value of stock options and restricted stock units allocated to future services | 111,000,000 | ||||
Unrecognized stock-based compensation expense, expected weighted-average period for recognition (in years) | 2 years 8 months | ||||
Number of annual anniversary installments | 4 | ||||
Number of quarterly anniversary installments | 4 | ||||
Compensation expense, restricted stock | 42,200,000 | 27,400,000 | 17,300,000 | ||
Weighted average fair value of restricted units granted | $181.81 | $98.34 | $71.15 | ||
Intrinsic value of vested restricted stock units | 78,500,000 | 35,200,000 | 15,100,000 | ||
Epocrates Inc | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share conversion ratio | 0.1239 | ||||
Amount of fair value of stock options and restricted stock units allocated to future services | 9,600,000 | ||||
Stock Option Plan 2007 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in number of shares reserved for issuance (shares) | 1,660,000 | 1,850,000 | 1,300,000 | ||
Multiplier of full value of awards (shares) | 1.66 | 1.3 | |||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 4,023,000 | 4,609,000 | |||
Options granted vesting percentage per year | 25.00% | ||||
Stock Option Plan 2007 | Management | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted vesting period | 4 years | ||||
Stock Option Plan 2007 | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted vesting period | 1 year | ||||
Options granted contractual term (in years) | 5 years | ||||
Stock Option Plan 2007 | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted vesting period | 4 years | ||||
Options granted contractual term (in years) | 10 years | ||||
Stock Option Plan 2007 | Incentive Stock Plans | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of employees who has voting power of all classes of stock granted incentive stock option | 10.00% | ||||
Percentage of exercise price of the fair value of the Company's common stock at the date of the grant | 110.00% | ||||
Epocrates Stock Plan | Epocrates Inc | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options assumed | 400,000 | ||||
Employee Stock Purchase Plan (''2007 ESPP'') | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | 1,700,000 | 1,200,000 | 1,000,000 | ||
Employee stock purchase price, percentage of the closing price of common stock | 85.00% | ||||
Software Development Costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation capitalized | $4,700,000 | $2,200,000 |
STOCKBASED_COMPENSATION_Total_
STOCK-BASED COMPENSATION (Total Stock-Based Compensation Expense) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $55,558 | $42,648 | $27,236 |
Amortization of capitalized stock-based compensation related to software development | 2,258 | 1,027 | 257 |
Total | 57,816 | 43,675 | 27,493 |
Direct operating | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 12,009 | 7,778 | 5,619 |
Selling and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 14,581 | 12,057 | 7,717 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 7,221 | 4,238 | 3,213 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $21,747 | $18,575 | $10,687 |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION (Stock Option Activity) (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Shares | |
Beginning balance | 2,167 |
Granted | 188 |
Exercised | -470 |
Forfeited | -35 |
Outstanding – as of December 31, 2014 | 1,850 |
Exercisable – as of December 31, 2014 | 1,235 |
Vested and expected to vest as of December 31, 2014 | 1,754 |
Weighted- Average Exercise Price | |
Beginning balance | $48.69 |
Granted | $183.36 |
Exercised | $35.08 |
Forfeited | $87.24 |
Ending balance | $65.14 |
Exercisable – as of December 31, 2014 | $43.50 |
Vested and expected to vest as of December 31, 2014 | $61.87 |
Weighted-average fair value of options granted for the year ended December 31, 2014 | $77.55 |
Weighted- Average Remaining Contractual Term (in years) | |
Outstanding – as of December 31, 2014 | 6 years |
Vested and expected to vest as of December 31, 2014 | 5 years |
Vested and expected to vest as of December 31, 2014 | 5 years 10 months 24 days |
Aggregate Intrinsic Value | |
Outstanding – as of December 31, 2014 | $156,804 |
Exercisable – as of December 31, 2014 | 126,318 |
Vested and expected to vest as of December 31, 2014 | $153,142 |
STOCKBASED_COMPENSATION_Weight
STOCK-BASED COMPENSATION (Weighted Average Assumptions Used to Compute Stock-based Compensation Expense for Awards Granted) (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 0.66% | 0.35% | 1.00% |
Risk-free interest rate, maximum | 1.67% | 0.75% | 1.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock volatility, minimum | 46.00% | 41.00% | 43.00% |
Expected stock volatility, maximum | 47.00% | 45.00% | 52.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option term (years) | 3 years | 3 years | 3 years |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option term (years) | 5 years | 5 years | 5 years |
STOCKBASED_COMPENSATION_Restri
STOCK-BASED COMPENSATION (Restricted Stock Unit Activity) (Detail) (Restricted stock units, USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted stock units | |||
Restricted stock units - Shares | |||
Beginning Balance | 1,193 | ||
Granted | 556 | ||
Vested | -452 | ||
Forfeited | -87 | ||
Ending Balance | 1,210 | 1,193 | |
Restricted stock units - Weighted-Average Grant Date Fair Value | |||
Beginning Balance | $75.20 | ||
Granted | $181.81 | $98.34 | $71.15 |
Vested | $67.39 | ||
Forfeited | $109.94 | ||
Ending Balance | $124.65 | $75.20 |
INCOME_TAXES_Additional_Inform
INCOME TAXES (Additional Information) (Narrative) (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes [Line Items] | ||||
Tax benefit realized from stock-based awards | $9,900,000 | $6,900,000 | $14,100,000 | |
Unrecognized tax benefits | 5,813,000 | 4,851,000 | 1,761,000 | 1,685,000 |
Unrecognized tax benefits, if recognized, would impact effective tax rate | 5,100,000 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 800,000 | 500,000 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 1,200,000 | 700,000 | ||
Unrecognized Tax Benefits, Accrued Interest and Penalties Adjustment, Foreign Currency Translation | 300,000 | 100,000 | ||
Federal | ||||
Income Taxes [Line Items] | ||||
Decrease in current tax provision by utilizing operating loss carryforwards | 9,900,000 | 7,000,000 | 2,800,000 | |
Operating loss carryforwards | 73,600,000 | 28,000,000 | ||
Unrecognized tax benefits | 35,400,000 | |||
R&D credits | 9,600,000 | |||
Utilization of credits under the without method of accounting related to stock-based compensation | 9,600,000 | |||
Federal | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards, expiration year | 2020 | |||
Federal | Maximum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards, expiration year | 2034 | |||
Federal | Stock Based Compensation Expense | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | 73,600,000 | 27,500,000 | ||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | 67,700,000 | 26,000,000 | ||
Unrecognized tax benefits | 3,700,000 | |||
R&D credits | 3,900,000 | |||
Utilization of credits under the without method of accounting related to stock-based compensation | 1,800,000 | |||
State | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards, expiration year | 2018 | |||
State | Stock Based Compensation Expense | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $32,700,000 | $1,600,000 |
INCOME_TAXES_Components_of_Inc
INCOME TAXES (Components of Income Tax Provision) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Benefit (Provision): | |||||||||||
Federal | ($9,656) | ($4,225) | ($13,089) | ||||||||
State | -884 | -1,495 | -3,575 | ||||||||
Foreign | -385 | -961 | -372 | ||||||||
Current Income Tax Expense (Benefit), Total | -10,925 | -6,681 | -17,036 | ||||||||
Deferred Benefit (Provision): | |||||||||||
Federal | 10,695 | 5,291 | -26 | ||||||||
State | 906 | 1,753 | 802 | ||||||||
Foreign | 69 | 0 | 114 | ||||||||
Deferred income taxes | 11,670 | 7,044 | 890 | ||||||||
Total income tax benefit (provision) | ($5,329) | $853 | $739 | $4,482 | ($4,927) | ($80) | ($7,313) | $12,683 | $745 | $363 | ($16,146) |
INCOME_TAXES_Components_of_Def
INCOME TAXES (Components of Deferred Income Taxes) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Federal net operating loss carryforward | $0 | $187 |
State net operating loss carryforward | 1,694 | 1,476 |
Research and development tax credits | 3,328 | 3,244 |
Allowances for accounts receivable | 1,168 | 2,773 |
Deferred rent obligation | 7,555 | 328 |
Stock compensation | 25,264 | 18,270 |
Other accrued liabilities | 2,223 | 2,171 |
Deferred revenue | 17,797 | 17,754 |
Other | 1,473 | 3,101 |
Total gross deferred tax assets | 60,502 | 49,304 |
Valuation allowance | -3,420 | -2,627 |
Total deferred tax assets | 57,082 | 46,677 |
Deferred tax liabilities: | ||
Intangible assets | -40,463 | -49,555 |
Capitalized software development | -15,769 | -8,641 |
Property and equipment | -4,621 | -3,784 |
Investments | -14,913 | 0 |
Total deferred tax liabilities | -75,766 | -61,980 |
Net deferred tax (liabilities) assets | ($18,684) | ($15,303) |
INCOME_TAXES_Reconciliation_of
INCOME TAXES (Reconciliation of the Federal Statutory Income Tax Rate to Effective Income Tax Rate) (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Income tax computed at federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 6.00% | -6.00% | 5.00% |
Research and development credits | 86.00% | -98.00% | 0.00% |
Permanent differences | -87.00% | 20.00% | 6.00% |
Valuation allowance | -21.00% | 33.00% | 0.00% |
Total | 19.00% | -16.00% | 46.00% |
INCOME_TAXES_Reconciliation_of1
INCOME TAXES (Reconciliation of Beginning and Ending Amount of Uncertain Tax Benefits) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning uncertain tax benefits | $4,851 | $1,761 | $1,685 |
Prior year – decreases | -79 | -537 | -140 |
Prior year – increases | 887 | 501 | 177 |
Acquired balances | 0 | 2,339 | 0 |
Current year - decreases | -212 | 0 | 0 |
Current year – increases | 366 | 787 | 39 |
Ending uncertain tax benefits | $5,813 | $4,851 | $1,761 |
EMPLOYEE_BENEFIT_PLAN_Addition
EMPLOYEE BENEFIT PLAN (Additional Information) (Detail) (Defined Contribution Pension Plan, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Contribution Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Discretionary Contributions by Employer | $4.50 | $3.20 | $2.40 |
QUARTERLY_FINANCIAL_INFORMATIO2
QUARTERLY FINANCIAL INFORMATION (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||||||||||
Business services | $201,072 | $179,711 | $175,949 | $154,502 | $162,529 | $141,326 | $137,919 | $121,463 | $711,234 | $563,237 | $408,496 |
Implementation and other | 12,142 | 10,717 | 9,973 | 8,533 | 9,050 | 10,201 | 8,382 | 4,133 | 41,365 | 31,766 | 13,775 |
Total revenue | 213,214 | 190,428 | 185,922 | 163,035 | 171,579 | 151,527 | 146,301 | 125,596 | 752,599 | 595,003 | 422,271 |
Expense: | |||||||||||
Direct operating | 76,274 | 79,343 | 74,774 | 72,148 | 62,852 | 63,245 | 59,390 | 53,185 | 302,539 | 238,672 | 166,886 |
Selling and marketing | 50,533 | 45,206 | 50,722 | 43,227 | 37,947 | 37,584 | 41,035 | 32,922 | 189,688 | 149,488 | 104,300 |
Research and development | 19,802 | 18,087 | 16,417 | 15,155 | 16,322 | 15,104 | 14,269 | 11,944 | 69,461 | 57,639 | 33,792 |
General and administrative | 33,592 | 31,800 | 30,443 | 29,357 | 22,339 | 21,690 | 24,670 | 31,077 | 125,192 | 99,776 | 57,025 |
Depreciation and amortization | 18,071 | 17,258 | 15,186 | 14,249 | 12,864 | 11,263 | 11,107 | 8,341 | 64,764 | 43,575 | 25,641 |
Total expense | 198,272 | 191,694 | 187,542 | 174,136 | 152,324 | 148,886 | 150,471 | 137,469 | 751,644 | 589,150 | 387,644 |
Operating (loss) income | 14,942 | -1,266 | -1,620 | -11,101 | 19,255 | 2,641 | -4,170 | -11,873 | 955 | 5,853 | 34,627 |
Other (expense) income: | |||||||||||
Interest expense | -911 | -1,244 | -1,275 | -1,265 | -1,319 | -1,421 | -1,001 | -164 | -4,695 | -3,905 | -407 |
Other income | 27 | 26 | -6 | -171 | 136 | 30 | 63 | 54 | -124 | 283 | 658 |
Total other (expense) income | -884 | -1,218 | -1,281 | -1,436 | -1,183 | -1,391 | -938 | -110 | -4,819 | -3,622 | 251 |
(Loss) income before income tax benefit (provision) | 14,058 | -2,484 | -2,901 | -12,537 | 18,072 | 1,250 | -5,108 | -11,983 | -3,864 | 2,231 | 34,878 |
Income tax benefit (provision) | -5,329 | 853 | 739 | 4,482 | -4,927 | -80 | -7,313 | 12,683 | 745 | 363 | -16,146 |
Net (loss) income | $8,729 | ($1,631) | ($2,162) | ($8,055) | $13,145 | $1,170 | ($12,421) | $700 | ($3,119) | $2,594 | $18,732 |
Net (loss) income per share - Basic (in dollars per share) | $0.23 | ($0.04) | ($0.06) | ($0.21) | $0.35 | $0.03 | ($0.34) | $0.02 | ($0.08) | $0.07 | $0.52 |
Net (loss) income per share - Diluted (in dollars per share) | $0.22 | ($0.04) | ($0.06) | ($0.21) | $0.34 | $0.03 | ($0.34) | $0.02 | ($0.08) | $0.07 | $0.50 |
Weighted average shares used in computing net (loss) income per share: | |||||||||||
Basic (in shares) | 38,097 | 37,999 | 37,860 | 37,484 | 37,262 | 36,970 | 36,760 | 36,409 | 37,862 | 36,856 | 35,956 |
Diluted (in shares) | 39,040 | 37,999 | 37,860 | 37,484 | 38,645 | 38,343 | 36,760 | 37,744 | 37,862 | 38,257 | 37,133 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (Subsequent Event, USD $) | 0 Months Ended | |
Jan. 13, 2015 | Jan. 23, 2015 | |
RazorInsights | ||
Subsequent Event [Line Items] | ||
Cash payments | $40,000,000 | |
weOMR | ||
Subsequent Event [Line Items] | ||
Cash payments | 22,000,000 | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $18,000,000 |