Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 28, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ATHN | |
Entity Registrant Name | ATHENAHEALTH INC | |
Entity Central Index Key | 1131096 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,553,342 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $32,593 | $73,787 |
Marketable securities | 27,160 | 40,950 |
Accounts receivable, net | 118,656 | 121,710 |
Deferred tax asset, net | 13,614 | 0 |
Prepaid expenses and other current assets | 26,931 | 22,627 |
Total current assets | 218,954 | 259,074 |
Property and equipment, net | 282,837 | 271,552 |
Capitalized software costs, net | 85,305 | 56,574 |
Purchased intangible assets, net | 144,249 | 139,422 |
Goodwill | 230,147 | 198,049 |
Investments and other assets | 7,455 | 7,327 |
Total assets | 968,947 | 931,998 |
Current liabilities: | ||
Accounts payable | 9,982 | 9,410 |
Accrued compensation | 41,164 | 71,768 |
Accrued expenses | 43,377 | 37,033 |
Line of credit | 0 | 35,000 |
Long-term debt | 0 | 15,000 |
Deferred revenue | 34,283 | 28,949 |
Deferred tax liability, net | 0 | 8,449 |
Total current liabilities | 128,806 | 205,609 |
Deferred rent, net of current portion | 22,281 | 19,412 |
Line of credit | 95,000 | 0 |
Long-term debt, net of current portion | 170,000 | 158,750 |
Deferred revenue, net of current portion | 54,892 | 54,473 |
Long-term deferred tax liability, net | 25,576 | 10,417 |
Other long-term liabilities | 8,640 | 8,214 |
Total liabilities | 505,195 | 456,875 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value: 5,000 shares authorized; no shares issued and outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.01 par value: 125,000 shares authorized; 39,766 shares issued and 38,488 shares outstanding at March 31, 2015; 39,402 shares issued and 38,124 shares outstanding at December 31, 2014 | 398 | 395 |
Additional paid-in capital | 449,415 | 443,259 |
Treasury stock, at cost, 1,278 shares | -1,200 | -1,200 |
Accumulated other comprehensive income | 15,490 | 24,188 |
Retained (deficit) earnings | -351 | 8,481 |
Total stockholders’ equity | 463,752 | 475,123 |
Total liabilities and stockholders’ equity | $968,947 | $931,998 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 39,766,000 | 39,402,000 |
Common stock, shares outstanding | 38,488,000 | 38,124,000 |
Treasury stock, shares | 1,278,000 | 1,278,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Business services | $197,763 | $154,502 |
Implementation and other | 8,671 | 8,533 |
Total revenue | 206,434 | 163,035 |
Expense: | ||
Direct operating | 84,557 | 72,148 |
Selling and marketing | 53,365 | 43,227 |
Research and development | 23,728 | 15,155 |
General and administrative | 36,212 | 29,357 |
Depreciation and amortization | 20,352 | 14,249 |
Total expense | 218,214 | 174,136 |
Operating loss | -11,780 | -11,101 |
Other (expense) income: | ||
Interest expense | -1,059 | -1,265 |
Other income (expense) | 44 | -171 |
Total other expense | -1,015 | -1,436 |
Loss before income tax benefit | -12,795 | -12,537 |
Income tax benefit | 3,963 | 4,482 |
Net loss | ($8,832) | ($8,055) |
Net (loss) income per share - Basic (in dollars per share) | ($0.23) | ($0.21) |
Net (loss) income per share - Diluted (in dollars per share) | ($0.23) | ($0.21) |
Weighted average shares used in computing net loss per share: | ||
Basic (shares) | 38,278 | 37,484 |
Diluted (shares) | 38,278 | 37,484 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($8,832) | ($8,055) |
Other comprehensive (loss) income | ||
Unrealized (loss) gain on securities, net of tax of $5,194 and ($27,534) for the three months ended March 31, 2015 and 2014, respectively | -8,596 | 45,636 |
Unrealized (loss) gain on change in fair value of interest rate swap, net of tax of $140 and ($8) for the three months ended March 31, 2015 and 2014, respectively | -231 | 12 |
Foreign currency translation adjustment | 129 | 103 |
Total other comprehensive (loss) income | -8,698 | 45,751 |
Comprehensive (loss) income | ($17,530) | $37,696 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain (loss) on securities, tax | $5,194 | ($27,534) |
Unrealized (loss) gain on interest rate derivative, tax | $140 | ($8) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($8,832) | ($8,055) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 26,541 | 21,459 |
Deferred income tax | -4,219 | -4,605 |
Stock-based compensation expense | 15,874 | 12,351 |
Other reconciling adjustments | 102 | 171 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 4,183 | 325 |
Prepaid expenses and other current assets | -4,491 | -1,627 |
Other long-term assets | 58 | -945 |
Accounts payable | 1,139 | 3,913 |
Accrued expenses and other long-term liabilities | 6,683 | 2,951 |
Accrued compensation | -30,027 | -13,529 |
Deferred revenue | 3,314 | 1,255 |
Deferred rent | 2,599 | 402 |
Net cash provided by operating activities | 12,924 | 14,066 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalized software development costs | -38,492 | -11,057 |
Purchases of property and equipment | -22,815 | -5,325 |
Payments on acquisitions, net of cash acquired | -40,165 | 0 |
Change in restricted cash | 0 | 2,806 |
Net cash used in investing activities | -101,472 | -13,576 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock under stock plans and warrants | 6,287 | 9,000 |
Taxes paid related to net share settlement of stock awards | -15,310 | -19,464 |
Proceeds from line of credit | 60,000 | 0 |
Payments for long-term debt | -3,750 | -3,750 |
Net cash provided by (used in) financing activities | 47,227 | -14,214 |
Effect of exchange rate changes on cash and cash equivalents | 127 | -15 |
Net decrease in cash and cash equivalents | -41,194 | -13,739 |
Cash and cash equivalents at beginning of period | 73,787 | 65,002 |
Cash and cash equivalents at end of period | 32,593 | 51,263 |
Non-cash transactions | ||
Property, equipment and purchased software recorded in accounts payable and accrued expenses | 9,557 | 3,753 |
Non-cash leasehold improvements | 105 | 0 |
Taxes to be paid related to net share settlement of stock units in accrued compensation | 0 | 2,209 |
Additional disclosures | ||
Cash paid for interest, net | 252 | 1,474 |
Cash (refunded) paid for taxes | $136 | ($761) |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION |
General – The accompanying unaudited condensed consolidated financial statements have been prepared by athenahealth, Inc. (the “Company” or “we” or “our”) in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of March 31, 2015, the results of operations for the three months ended March 31, 2015, and 2014, and cash flows for the three months ended March 31, 2015, and 2014. The results of operations for the three month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year. When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. | |
We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. | |
Related Party Transactions – We have a long-term investment in a vendor. The total expense related to this vendor for the three months ended March 31, 2015, and 2014 was $4.3 million and $1.3 million, respectively, and the total amount payable to this vendor at March 31, 2015 and December 31, 2014 was $1.6 million and $1.3 million, respectively. | |
New Accounting Pronouncements – In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance, which changes the presentation of debt issuance costs in financial statements. Under this guidance, an entity will present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. We have evaluated this ASU and determined that its adoption will not have a material effect on our financial position or earnings. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for all entities for financial statements that have not been previously issued. | |
In May 2014, the FASB issued 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 of the 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. In April 2015, the FASB proposed a one-year delay in the effective date of the standard to January 1, 2018, with an option that would permit companies to adopt the standard as early as the original effective date. Early adoption prior to the original effective date is not permitted. | |
Debt Commitment Letter – On March 6, 2015, we entered into a commitment letter for a new senior credit facility (the “2015 Senior Credit Facility”) which will include a revolving facility and a term loan facility and replace our existing Senior Credit Facility. The contemplated 2015 Senior Credit Facility will have no current payment obligations and, as such, we have excluded our existing debt obligations from current liabilities. We anticipate closing on the 2015 Senior Credit Facility during the three months ending June 30, 2015. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS |
webOMR | |
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. (“BIDMC”) referred to as webOMR for $22.0 million in cash. The agreement also provides for up to an additional $18.0 million in contingent payments upon achievement of certain milestones in the future. In connection with the purchase of the webOMR technology, the parties also entered into a two-year collaboration agreement under which BIDMC will provide ongoing consultation services with respect to the webOMR technology and provide one of its facilities as a testing site for a new inpatient service offering. We purchased webOMR to accelerate our entry into the inpatient market. | |
RazorInsights | |
On January 13, 2015, we acquired Razor Insights, LLC (“RazorInsights”), a provider of cloud-based billing and electronic health record (“EHR”) software services to rural and community hospitals, for $40.2 million in cash. We acquired RazorInsights for the assembled workforce, technology, customer base and to accelerate our entrance into serving the inpatient segment. The fair value of net assets acquired was $8.1 million, including purchased intangible assets of $7.0 million related to Technology acquired and $4.0 million related to customer relationships. The $32.1 million excess of purchase consideration over the fair value of net assets acquired is allocated to goodwill, which is deductible for U.S. income tax purposes. We incurred transaction costs in connection with the acquisition of $0.3 million, which are included in general and administrative expenses. | |
The fair values assigned to assets acquired and liabilities assumed were based on information that was available as of the date of the acquisition. Certain items, such as the working capital adjustments to the purchase price and the value of the purchased intangible assets, are subject to change as additional information is received about facts and circumstances that existed at the date of acquisition. |
NET_LOSS_INCOME_PER_SHARE
NET (LOSS) INCOME PER SHARE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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; therefore, in periods of net loss, shares used to calculate basic and dilutive net loss per share are equivalent. | |||||||||
The following table reconciles the weighted average shares outstanding for basic and diluted net loss per share for the periods indicated: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net loss | $ | (8,832 | ) | $ | (8,055 | ) | |||
Weighted average shares used in computing basic and diluted net loss per share | 38,278 | 37,484 | |||||||
Net loss per share – basic and diluted | $ | (0.23 | ) | $ | (0.21 | ) |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||
As of March 31, 2015 and December 31, 2014, the carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued expenses approximated their estimated fair values because of the short-term nature of these financial instruments. As of March 31, 2015, we had $170.0 million outstanding on our term loan facility and $95.0 million outstanding on our revolving credit facility. 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. The facility carries a variable interest rate set at current market rates, and as such the carrying value approximates fair value. | |||||||||||||||||
Our More Disruption Please (“MDP”) Accelerator portfolio is a program designed to cultivate heath care information technology start-ups and expand services offered to our physician network. Our investments of $0.8 million as of March 31, 2015 and December 31, 2014 are in the form of short-term convertible notes receivable, and are included in prepaid expenses and other current assets on our Condensed Consolidated Balance Sheets. At March 31, 2015, as there is no indication of performance risk and no conversion is currently contemplated, we estimate that the fair value of these notes receivable approximate 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 investments, subsequent rounds of financing, and changes in financial ratios or cash flows (Level 3). | |||||||||||||||||
Marketable equity securities 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. | |||||||||||||||||
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. For the three months ended March 31, 2015, no amount was recognized in earnings for our interest rate swap. There was no ineffectiveness associated with the interest rate swap during the three months ended March 31, 2015, nor was any amount excluded from ineffectiveness testing. We do not expect that any of the $0.4 million of pre-tax unrealized losses included in accumulated other comprehensive income at March 31, 2015, 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 March 31, 2015 and December 31, 2014 was a liability of $0.6 million and $0.2 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 the term of the swap contract. | |||||||||||||||||
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, 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. 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 of the periods presented. | |||||||||||||||||
Fair Value Measurements as of March 31, 2015, Using | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Available-for-sale investments: | |||||||||||||||||
Marketable equity securities | $ | 27,160 | $ | — | $ | — | $ | 27,160 | |||||||||
Debt securities | |||||||||||||||||
MDP Accelerator portfolio | $ | — | $ | — | $ | 750 | $ | 750 | |||||||||
Total assets | $ | 27,160 | $ | — | $ | 750 | $ | 27,910 | |||||||||
Interest rate swap liability (a) | $ | — | $ | (615 | ) | $ | — | $ | (615 | ) | |||||||
Total liabilities | $ | — | $ | (615 | ) | $ | — | $ | (615 | ) | |||||||
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 | ) | |||||||
(a) | Recorded in other long-term liabilities on the Condensed Consolidated Balance Sheets. | ||||||||||||||||
The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3) as of March 31, 2015: | |||||||||||||||||
Fair Value Measurements Using Unobservable Inputs (Level 3) | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Balance, January 1, 2015 | $ | 750 | |||||||||||||||
Reductions | — | ||||||||||||||||
Additions | — | ||||||||||||||||
Balance, March 31, 2015 | $ | 750 | |||||||||||||||
INVESTMENTS
INVESTMENTS | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Investments [Abstract] | |||||||||||||
INVESTMENTS | INVESTMENTS | ||||||||||||
We had the following available-for-sale securities as of March 31, 2015: | |||||||||||||
Cost | Gross | Fair Value | |||||||||||
Unrealized Gain | |||||||||||||
Marketable equity securities | $ | 1,100 | $ | 26,060 | $ | 27,160 | |||||||
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 | |||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
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 disposition of any of these claims 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. |
BASIS_OF_PRESENTATION_Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | New Accounting Pronouncements – In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance, which changes the presentation of debt issuance costs in financial statements. Under this guidance, an entity will present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. We have evaluated this ASU and determined that its adoption will not have a material effect on our financial position or earnings. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for all entities for financial statements that have not been previously issued. |
In May 2014, the FASB issued 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 of the 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. In April 2015, the FASB proposed a one-year delay in the effective date of the standard to January 1, 2018, with an option that would permit companies to adopt the standard as early as the original effective date. Early adoption prior to the original effective date is not permitted. | |
Debt Commitment Letter – On March 6, 2015, we entered into a commitment letter for a new senior credit facility (the “2015 Senior Credit Facility”) which will include a revolving facility and a term loan facility and replace our existing Senior Credit Facility. The contemplated 2015 Senior Credit Facility will have no current payment obligations and, as such, we have excluded our existing debt obligations from current liabilities. We anticipate closing on the 2015 Senior Credit Facility during the three months ending June 30, 2015. |
NET_LOSS_INCOME_PER_SHARE_Tabl
NET (LOSS) INCOME PER SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the weighted average shares outstanding for basic and diluted net loss per share for the periods indicated: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net loss | $ | (8,832 | ) | $ | (8,055 | ) | |||
Weighted average shares used in computing basic and diluted net loss per share | 38,278 | 37,484 | |||||||
Net loss per share – basic and diluted | $ | (0.23 | ) | $ | (0.21 | ) |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
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 March 31, 2015 and December 31, 2014, 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. 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 of the periods presented. | ||||||||||||||||
Fair Value Measurements as of March 31, 2015, Using | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Available-for-sale investments: | |||||||||||||||||
Marketable equity securities | $ | 27,160 | $ | — | $ | — | $ | 27,160 | |||||||||
Debt securities | |||||||||||||||||
MDP Accelerator portfolio | $ | — | $ | — | $ | 750 | $ | 750 | |||||||||
Total assets | $ | 27,160 | $ | — | $ | 750 | $ | 27,910 | |||||||||
Interest rate swap liability (a) | $ | — | $ | (615 | ) | $ | — | $ | (615 | ) | |||||||
Total liabilities | $ | — | $ | (615 | ) | $ | — | $ | (615 | ) | |||||||
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 | ) | |||||||
(a) | Recorded in other long-term liabilities on the Condensed Consolidated Balance Sheets. | ||||||||||||||||
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3) as of March 31, 2015: | ||||||||||||||||
Fair Value Measurements Using Unobservable Inputs (Level 3) | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Balance, January 1, 2015 | $ | 750 | |||||||||||||||
Reductions | — | ||||||||||||||||
Additions | — | ||||||||||||||||
Balance, March 31, 2015 | $ | 750 | |||||||||||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Investments [Abstract] | |||||||||||||
Schedule of Available-for-sale Securities Reconciliation | We had the following available-for-sale securities as of March 31, 2015: | ||||||||||||
Cost | Gross | Fair Value | |||||||||||
Unrealized Gain | |||||||||||||
Marketable equity securities | $ | 1,100 | $ | 26,060 | $ | 27,160 | |||||||
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 | |||||||
BASIS_OF_PRESENTATION_Narrativ
BASIS OF PRESENTATION - Narrative (Details) (Long-Term Investment in Vendor, USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Long-Term Investment in Vendor | |||
Significant Accounting Policies [Line Items] | |||
Total related party expense | $4.30 | $1.30 | |
Total amount payable to related parties | $1.60 | $1.30 |
ACQUISITIONS_Narrative_Details
ACQUISITIONS - Narrative (Details) (USD $) | 0 Months Ended | |||
Jan. 23, 2015 | Jan. 13, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Goodwill | $230,147,000 | $198,049,000 | ||
webOMR | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Software | 22,000,000 | |||
Contingent consideration, value | 18,000,000 | |||
RazorInsights | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | 40,200,000 | |||
Fair value of assets acquired | 8,100,000 | |||
Goodwill | 32,100,000 | |||
Transaction costs associated with the acquisition | 300,000 | |||
RazorInsights | Technology-Based Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 7,000,000 | |||
RazorInsights | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $4,000,000 |
NET_LOSS_INCOME_PER_SHARE_Sche
NET (LOSS) INCOME PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net loss | ($8,832) | ($8,055) |
Weighted average shares used in computing basic and diluted net loss per share (in shares) | 38,278 | 37,484 |
Net (loss) income per share - basic (in dollars per share) | ($0.23) | ($0.21) |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amount outstanding on facility | $95,000,000 | $0 |
Amount recognized in earnings | 0 | |
Gain (loss) on interest rate cash flow hedge ineffectiveness | 0 | |
Pre-tax unrealized gain (loss) included in AOCI | -400,000 | |
Long-term U.S. government backed securities | 0 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap liability | -615,000 | -244,000 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap liability | -615,000 | -244,000 |
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities | 750,000 | 750,000 |
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities | 750,000 | 750,000 |
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Senior Credit Facility | Unsecured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans Payable to Bank | 170,000,000 | |
Amount outstanding on facility | 173,800,000 | |
Senior Credit Facility | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amount outstanding on facility | $95,000,000 | $35,000,000 |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Assets and Liabilities that Are Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | $27,160 | $40,950 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 27,910 | 41,700 |
Interest rate swap liability | 615 | 244 |
Total liabilities | -615 | -244 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 27,160 | 40,950 |
Interest rate swap liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Interest rate swap liability | 615 | 244 |
Total liabilities | -615 | -244 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 750 | 750 |
Interest rate swap liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 27,160 | 40,950 |
Fair Value, Measurements, Recurring | Marketable equity securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 27,160 | 40,950 |
Fair Value, Measurements, Recurring | Marketable equity securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 0 | 0 |
Fair Value, Measurements, Recurring | Marketable equity securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 0 | 0 |
Fair Value, Measurements, Recurring | MDP Accelerator portfolio | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities | 750 | 750 |
Fair Value, Measurements, Recurring | MDP Accelerator portfolio | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | MDP Accelerator portfolio | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | MDP Accelerator portfolio | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 750 | |
Debt securities | $750 | $750 |
FAIR_VALUE_OF_FINANCIAL_INSTRU4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) (Fair Value, Measurements, Recurring, Level 3, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Fair Value, Measurements, Recurring | Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $750 |
Reductions | 0 |
Additions | 0 |
Ending balance | $750 |
INVESTMENTS_Summary_of_Availab
INVESTMENTS - Summary of Available-For-Sale Securities (Details) (Marketable equity securities, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Marketable equity securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $1,100 | $1,100 |
Gross Unrealized Gain | 26,060 | 39,850 |
Fair Value | $27,160 | $40,950 |