Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 21, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ATHN | |
Entity Registrant Name | ATHENAHEALTH INC | |
Entity Central Index Key | 1,131,096 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,638,183 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 104,867 | $ 73,787 |
Marketable securities | 9,587 | 40,950 |
Accounts receivable, net | 127,263 | 121,710 |
Deferred tax asset, net | 4,707 | 0 |
Prepaid expenses and other current assets | 33,334 | 22,627 |
Total current assets | 279,758 | 259,074 |
Property and equipment, net | 298,195 | 271,552 |
Capitalized software costs, net | 95,913 | 56,574 |
Purchased intangible assets, net | 138,188 | 139,422 |
Goodwill | 229,157 | 198,049 |
Investments and other assets | 10,991 | 7,327 |
Total assets | 1,052,202 | 931,998 |
Current liabilities: | ||
Accounts payable | 12,387 | 9,410 |
Accrued compensation | 66,882 | 71,768 |
Accrued expenses | 48,382 | 37,033 |
Line of credit | 0 | 35,000 |
Long-term debt | 3,750 | 15,000 |
Deferred revenue | 36,387 | 28,949 |
Deferred tax liability, net | 0 | 8,449 |
Total current liabilities | 167,788 | 205,609 |
Deferred rent, net of current portion | 25,919 | 19,412 |
Long-term debt, net of current portion | 296,250 | 158,750 |
Deferred revenue, net of current portion | 56,065 | 54,473 |
Long-term deferred tax liability, net | 17,417 | 10,417 |
Other long-term liabilities | 8,451 | 8,214 |
Total liabilities | $ 571,890 | $ 456,875 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value: 5,000 shares authorized; no shares issued and outstanding at June 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock, $0.01 par value: 125,000 shares authorized; 39,895 shares issued and 38,617 shares outstanding at June 30, 2015; 39,402 shares issued and 38,124 shares outstanding at December 31, 2014 | 399 | 395 |
Additional paid-in capital | 467,821 | 443,259 |
Treasury stock, at cost, 1,278 shares | (1,200) | (1,200) |
Accumulated other comprehensive income | 4,294 | 24,188 |
Retained earnings | 8,998 | 8,481 |
Total stockholders’ equity | 480,312 | 475,123 |
Total liabilities and stockholders’ equity | $ 1,052,202 | $ 931,998 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 39,895,000 | 39,402,000 |
Common stock, shares outstanding | 38,617,000 | 38,124,000 |
Treasury stock, shares | 1,278,000 | 1,278,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Business services | $ 215,403 | $ 175,949 | $ 413,166 | $ 330,451 |
Implementation and other | 9,291 | 9,973 | 17,962 | 18,506 |
Total revenue | 224,694 | 185,922 | 431,128 | 348,957 |
Expense: | ||||
Direct operating | 89,899 | 74,774 | 174,456 | 146,922 |
Selling and marketing | 54,413 | 50,722 | 107,778 | 93,949 |
Research and development | 24,387 | 16,417 | 48,115 | 31,572 |
General and administrative | 36,103 | 30,443 | 72,315 | 59,800 |
Depreciation and amortization | 22,101 | 15,186 | 42,453 | 29,435 |
Total expense | 226,903 | 187,542 | 445,117 | 361,678 |
Operating loss | (2,209) | (1,620) | (13,989) | (12,721) |
Other (expense) income: | ||||
Interest expense | (1,513) | (1,275) | (2,572) | (2,541) |
Other income (expense) | 21,081 | (6) | 21,125 | (176) |
Total other income (expense) | 19,568 | (1,281) | 18,553 | (2,717) |
Income (loss) before income tax (provision) benefit | 17,359 | (2,901) | 4,564 | (15,438) |
Income tax (provision) benefit | (8,010) | 739 | (4,047) | 5,221 |
Net income (loss) | $ 9,349 | $ (2,162) | $ 517 | $ (10,217) |
Net (loss) income per share - Basic (in dollars per share) | $ 0.24 | $ (0.06) | $ 0.01 | $ (0.27) |
Net (loss) income per share - Diluted (in dollars per share) | $ 0.24 | $ (0.06) | $ 0.01 | $ (0.27) |
Weighted average shares used in computing net income (loss) per share: | ||||
Basic (shares) | 38,574 | 37,860 | 38,427 | 37,673 |
Diluted (shares) | 39,340 | 37,860 | 39,338 | 37,673 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 9,349 | $ (2,162) | $ 517 | $ (10,217) |
Other comprehensive income (loss) | ||||
Unrealized gain (loss) on securities, net of tax of ($2,210) and $2,984 for the three and six months ended June 30, 2015, respectively, and $7,929 and $19,605 for the three and six months ended June 30, 2014, respectively | 1,633 | (13,141) | (6,963) | 32,495 |
Reclassification adjustments for gain on sale of marketable securities included in net income, net of tax of $8,471 for the three and six months ended June 30, 2015, respectively | (12,600) | 0 | (12,600) | 0 |
Unrealized gain (loss) on change in fair value of interest rate swap, net of tax of ($23) and $117 for the three and six months ended June 30, 2015, respectively, and $77 and $69 for the three and six months ended June 30, 2014, respectively | 36 | (127) | (195) | (114) |
Foreign currency translation adjustment | (265) | 165 | (136) | 268 |
Total other comprehensive (loss) income | (11,196) | (13,103) | (19,894) | 32,649 |
Comprehensive (loss) income | $ (1,847) | $ (15,265) | $ (19,377) | $ 22,432 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on securities, tax | $ (2,210) | $ 7,929 | $ 2,984 | $ 19,605 |
Reclassification adjustments for gain on securities, tax | 8,471 | 0 | 8,471 | 0 |
Unrealized (loss) gain on interest rate derivative, tax | $ (23) | $ 77 | $ 117 | $ 69 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 517 | $ (10,217) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 54,726 | 45,301 |
Excess tax benefit from stock-based awards | (1,042) | 0 |
Deferred income tax | 3,553 | (5,478) |
Stock-based compensation expense | 32,963 | 26,565 |
Gain on sale of marketable securities | (21,071) | 0 |
Other reconciling adjustments | 84 | 143 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (4,423) | (10,218) |
Prepaid expenses and other current assets | (7,287) | (3,043) |
Other long-term assets | (858) | (388) |
Accounts payable | 2,561 | 4,571 |
Accrued expenses and other long-term liabilities | 7,152 | 9,526 |
Accrued compensation | (5,371) | 3,852 |
Deferred revenue | 7,094 | 1,256 |
Deferred rent | 5,982 | 1,882 |
Net cash provided by operating activities | 74,580 | 63,752 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalized software development costs | (58,730) | (26,218) |
Purchases of property and equipment | (41,993) | (28,991) |
Payments on acquisitions, net of cash acquired | (39,890) | 0 |
Proceeds from sales of marketable securities | 18,584 | 0 |
Change in restricted cash | 0 | 2,955 |
Other investing activities | (2,550) | (250) |
Net cash used in investing activities | (124,579) | (52,504) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock under stock plans and warrants | 8,559 | 13,845 |
Taxes paid related to net share settlement of stock awards | (18,718) | (26,520) |
Excess tax benefit from stock-based awards | 1,042 | 0 |
Proceeds from line of credit | 60,000 | 0 |
Payments on line of credit | (95,000) | 0 |
Proceeds from long-term debt | 300,000 | 0 |
Payments on long-term debt | (173,750) | (7,500) |
Debt issuance costs | (987) | 0 |
Net cash provided by (used in) financing activities | 81,146 | (20,175) |
Effect of exchange rate changes on cash and cash equivalents | (67) | 170 |
Net increase (decrease) in cash and cash equivalents | 31,080 | (8,757) |
Cash and cash equivalents at beginning of period | 73,787 | 65,002 |
Cash and cash equivalents at end of period | 104,867 | 56,245 |
Non-cash transactions | ||
Property, equipment and purchased software recorded in accounts payable and accrued expenses | 15,444 | 11,005 |
Non-cash leasehold improvements | 1,228 | 1,620 |
Receivable of proceeds from the sale of marketable securities in prepaid expenses and other current assets | 2,832 | 0 |
Additional disclosures | ||
Cash paid for interest, net | 2,665 | 2,400 |
Cash paid (refunded) for taxes | $ 138 | $ (754) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 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,” “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. The year-end condensed balance sheet data was derived from audited financial statements but does 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 June 30, 2015 , the results of operations for the three and six months ended June 30, 2015 , and 2014 , and cash flows for the six months ended June 30, 2015 , and 2014 . The results of operations for the three and six month period ended June 30, 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 and six months ended June 30, 2015 was $5.6 million and $9.9 million , respectively, and was $2.6 million and $4.1 million , for the three and six months ended June 30, 2014 , respectively. The total amount payable to this vendor at June 30, 2015 and December 31, 2014 was $2.0 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 reduction of 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). This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted; however, companies are not permitted to adopt the standard earlier than January 1, 2017. Additionally, the FASB has issued exposure drafts to change certain aspects of ASU 2014-09. We continue to evaluate the expected impact of this new guidance and available adoption methods. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 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 (“EHR”) 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. Razor Insights On January 13, 2015 , we acquired Razor Insights, LLC (“RazorInsights”), a provider of cloud-based billing and EHR software services to rural and community hospitals, for $40.0 million in cash after net working capital adjustments. 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, after measurement period adjustments totaling $1.0 million , was $8.9 million , including purchased intangible assets of $7.0 million related to technology acquired and $4.0 million related to customer relationships. The $31.1 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 INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) 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 period 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 income (loss) 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 income (loss) per share for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income (loss) $ 9,349 $ (2,162 ) $ 517 $ (10,217 ) Weighted average shares used in computing basic net income (loss) per share 38,574 37,860 38,427 37,673 Net income (loss) per share – Basic $ 0.24 $ (0.06 ) $ 0.01 $ (0.27 ) Net income (loss) $ 9,349 $ (2,162 ) $ 517 $ (10,217 ) Weighted average shares used in computing basic net income (loss) per share 38,574 37,860 38,427 37,673 Effect of dilutive securities 766 — 911 — Weighted average shares used in computing diluted net income (loss) per share 39,340 37,860 39,338 37,673 Net income (loss) per share – Diluted $ 0.24 $ (0.06 ) $ 0.01 $ (0.27 ) The computation of diluted net income per share does not include 0.7 million and 0.7 million shares of stock options and restricted stock units for the three and six months ended June 30, 2015, respectively, because their inclusion would have an anti-dilutive effect on net income per share. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT On May 5, 2015 , we entered into an amended and restated credit agreement. The amended credit agreement amended and restated our previous credit agreement, dated as of May 10, 2013 (the “Credit Agreement”), and provides for a $500.0 million senior credit facility consisting of a $300.0 million unsecured term loan facility and a $200.0 million unsecured revolving credit facility (“2015 Senior Credit Facility”). A portion of the proceeds received from the 2015 Senior Credit Facility were used to repay the outstanding revolving loans under the Credit Agreement such that there were no revolving loans outstanding on the closing of the 2015 Senior Credit Facility. The 2015 Senior Credit Facility contains terms and conditions that are customary to facilities of this nature; it may be used to refinance existing indebtedness, and for working capital and other general corporate purposes. We may increase the revolving credit facility up to an additional $100.0 million and may increase the term loan facility to the extent that such amount will not cause us to be in breach of our financial covenants, subject to certain conditions, including obtaining lender commitments. The 2015 Senior Credit Facility matures on May 5, 2020 , although we may prepay the 2015 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 us in whole or in part without penalty or premium. At our option, any loans under the 2015 Senior Credit Facility (other than swing line loans) will bear interest at a rate equal to (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 of America 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. The interest rate for the 2015 Senior Credit Facility as of June 30, 2015 was 1.94% . We will pay a commitment fee during the term of the 2015 Senior Credit Facility, which varies between 0.20% and 0.40% based on our consolidated leverage ratio. We were required to pay financing fees of $1.0 million for the 2015 Senior Credit Facility, which are being amortized as interest expense in the Condensed Consolidated Statements of Income over the five -year term of the agreement. Future principal payments of the unsecured term loan facility at June 30, 2015 are as follows: Amount 2015 $ — 2016 11,250 2017 15,000 2018 20,625 2019 28,125 Thereafter 225,000 Total $ 300,000 Less current portion 3,750 Long-term portion $ 296,250 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS As of June 30, 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 June 30, 2015 , we had $300.0 million outstanding on our term loan facility and we had nothing drawn on our revolving credit facility under the 2015 Senior 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 under the Credit Agreement. Both credit facilities carry a variable interest rate set at current market rates, and as such, the carrying values approximate fair value. Our More Disruption Please (“MDP”) Accelerator portfolio is a program designed to cultivate health care information technology start-ups and expand services offered to our physician network. Certain of these investments as of June 30, 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; investments that are not classified as short-term are included in investments and other assets on our Condensed Consolidated Balance Sheets. At June 30, 2015 , as there is no indication of performance risk and no conversion is currently contemplated, we estimate that the fair value of the 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 and six months ended June 30, 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 and six months ended June 30, 2015 , nor was any amount excluded from ineffectiveness testing. We do not expect that any of the $0.6 million of pre-tax unrealized losses included in accumulated other comprehensive income at June 30, 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 June 30, 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 June 30, 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 June 30, 2015, Using Level 1 Level 2 Level 3 Total Available-for-sale investments: Marketable equity securities $ 9,587 $ — $ — $ 9,587 Debt securities: MDP Accelerator portfolio $ — $ — $ 1,250 $ 1,250 Total assets $ 9,587 $ — $ 1,250 $ 10,837 Interest rate swap liability (a) $ — $ (556 ) $ — $ (556 ) Total liabilities $ — $ (556 ) $ — $ (556 ) 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 June 30, 2015 : Fair Value Measurements Using Unobservable Inputs (Level 3) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Balance, beginning of period $ 750 $ 750 Reductions (250 ) (250 ) Additions 750 750 Balance, end of period $ 1,250 $ 1,250 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Investments [Abstract] | |
INVESTMENTS | INVESTMENTS We had the following available-for-sale securities as of June 30, 2015 : Cost Gross Unrealized Gain Fair Value Marketable equity securities $ 755 $ 8,832 $ 9,587 We had the following available-for-sale securities as of December 31, 2014 : Cost Gross Unrealized Gain Fair Value Marketable equity securities $ 1,100 $ 39,850 $ 40,950 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New 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 reduction of 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). This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted; however, companies are not permitted to adopt the standard earlier than January 1, 2017. Additionally, the FASB has issued exposure drafts to change certain aspects of ASU 2014-09. We continue to evaluate the expected impact of this new guidance and available adoption methods. |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 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 income (loss) per share for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income (loss) $ 9,349 $ (2,162 ) $ 517 $ (10,217 ) Weighted average shares used in computing basic net income (loss) per share 38,574 37,860 38,427 37,673 Net income (loss) per share – Basic $ 0.24 $ (0.06 ) $ 0.01 $ (0.27 ) Net income (loss) $ 9,349 $ (2,162 ) $ 517 $ (10,217 ) Weighted average shares used in computing basic net income (loss) per share 38,574 37,860 38,427 37,673 Effect of dilutive securities 766 — 911 — Weighted average shares used in computing diluted net income (loss) per share 39,340 37,860 39,338 37,673 Net income (loss) per share – Diluted $ 0.24 $ (0.06 ) $ 0.01 $ (0.27 ) |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future principal payments of the unsecured term loan facility at June 30, 2015 are as follows: Amount 2015 $ — 2016 11,250 2017 15,000 2018 20,625 2019 28,125 Thereafter 225,000 Total $ 300,000 Less current portion 3,750 Long-term portion $ 296,250 |
FAIR VALUE OF FINANCIAL INSTR18
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2015, Using Level 1 Level 2 Level 3 Total Available-for-sale investments: Marketable equity securities $ 9,587 $ — $ — $ 9,587 Debt securities: MDP Accelerator portfolio $ — $ — $ 1,250 $ 1,250 Total assets $ 9,587 $ — $ 1,250 $ 10,837 Interest rate swap liability (a) $ — $ (556 ) $ — $ (556 ) Total liabilities $ — $ (556 ) $ — $ (556 ) 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 June 30, 2015 : Fair Value Measurements Using Unobservable Inputs (Level 3) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Balance, beginning of period $ 750 $ 750 Reductions (250 ) (250 ) Additions 750 750 Balance, end of period $ 1,250 $ 1,250 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation | We had the following available-for-sale securities as of June 30, 2015 : Cost Gross Unrealized Gain Fair Value Marketable equity securities $ 755 $ 8,832 $ 9,587 We had the following available-for-sale securities as of December 31, 2014 : Cost Gross Unrealized Gain Fair Value Marketable equity securities $ 1,100 $ 39,850 $ 40,950 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - Long-Term Investment in Vendor - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Total related party expense | $ 5.6 | $ 2.6 | $ 9.9 | $ 4.1 | |
Total amount payable to related parties | $ 2 | $ 2 | $ 1.3 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | Jan. 23, 2015USD ($)facility | Jan. 13, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill | $ 229,157 | $ 198,049 | ||
webOMR | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire software | $ 22,000 | |||
Contingent consideration, value | $ 18,000 | |||
Collaboration agreement, term | 2 years | |||
Collaboration agreement, number of facilities provided as a testing site | facility | 1 | |||
RazorInsights | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 40,000 | |||
Measurement period adjustments | (1,000) | |||
Fair value of assets acquired | 8,900 | |||
Goodwill | 31,100 | |||
Transaction costs associated with the acquisition | 300 | |||
RazorInsights | Technology-Based Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 7,000 | |||
RazorInsights | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 4,000 |
NET INCOME (LOSS) PER SHARE - S
NET INCOME (LOSS) PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 9,349 | $ (2,162) | $ 517 | $ (10,217) |
Weighted average shares used in computing basic net income (loss) per share (shares) | 38,574 | 37,860 | 38,427 | 37,673 |
Net (loss) income per share - basic (in dollars per share) | $ 0.24 | $ (0.06) | $ 0.01 | $ (0.27) |
Net income (loss) | $ 9,349 | $ (2,162) | $ 517 | $ (10,217) |
Effect of dilutive securities (in shares) | 766 | 0 | 911 | 0 |
Weighted average shares used in computing diluted net income (loss) per share (in shares) | 39,340 | 37,860 | 39,338 | 37,673 |
Net (loss) income per share - Diluted (in dollars per share) | $ 0.24 | $ (0.06) | $ 0.01 | $ (0.27) |
Options and restricted stock units which have antidilutive effect (in shares) | 700 | 700 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | May. 05, 2015 | Jun. 30, 2015 |
Senior Credit Facility, 2015 | ||
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | $ 500,000,000 | |
Interest rate, effective percentage | 1.94% | |
Debt issuance costs | $ 1,000,000 | |
Line of credit term | 5 years | |
Senior Credit Facility, 2015 | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.20% | |
Senior Credit Facility, 2015 | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.40% | |
Senior Credit Facility, 2015 | Federal Funds rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Senior Credit Facility, 2015 | Monthly Libor Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Senior Credit Facility, 2015 | Unsecured Debt | ||
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | $ 300,000,000 | |
Senior Credit Facility, 2015 | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | 200,000,000 | |
Additional borrowing capacity | 100,000,000 | |
Senior Credit Facility, 2013 | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | $ 0 |
DEBT - Schedule of Debt Maturit
DEBT - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Less current portion | $ 3,750 | $ 15,000 |
Long-term portion | 296,250 | $ 158,750 |
Unsecured Debt | Senior Credit Facility, 2015 | ||
Debt Instrument [Line Items] | ||
2,015 | 0 | |
2,016 | 11,250 | |
2,017 | 15,000 | |
2,018 | 20,625 | |
2,019 | 28,125 | |
Thereafter | 225,000 | |
Total | 300,000 | |
Less current portion | 3,750 | |
Long-term portion | $ 296,250 |
FAIR VALUE OF FINANCIAL INSTR25
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of credit | $ 0 | $ 0 | $ 35,000,000 |
Cash flow hedge gain (loss) amount reclassified to earnings | 0 | 0 | |
Cash flow hedge gain (loss) on hedge ineffectiveness | 0 | 0 | |
Unsecured Debt | Senior Credit Facility, 2015 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Term loan outstanding | 300,000,000 | 300,000,000 | |
Unsecured Debt | Senior Credit Facility, 2013 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Term loan outstanding | 173,800,000 | ||
Revolving Credit Facility | Senior Credit Facility, 2015 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of credit | $ 0 | $ 0 | |
Revolving Credit Facility | Senior Credit Facility, 2013 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of credit | $ 35,000,000 |
FAIR VALUE OF FINANCIAL INSTR26
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Assets and Liabilities that Are Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | $ 9,587 | $ 40,950 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 10,837 | 41,700 |
Interest rate swap liability | (556) | (244) |
Total liabilities | (556) | (244) |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 9,587 | 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 | (556) | (244) |
Total liabilities | (556) | (244) |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 1,250 | 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 | 9,587 | 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 | 9,587 | 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 | 1,250 | 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] | ||
Debt securities | $ 1,250 | $ 750 |
FAIR VALUE OF FINANCIAL INSTR27
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Jun. 30, 2015 - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Thousands | Total | Total |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 750 | $ 750 |
Reductions | (250) | (250) |
Additions | 750 | 750 |
Ending balance | $ 1,250 | $ 1,250 |
INVESTMENTS - Summary of Availa
INVESTMENTS - Summary of Available-For-Sale Securities (Details) - Marketable equity securities - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 755 | $ 1,100 |
Gross Unrealized Gain | 8,832 | 39,850 |
Fair Value | $ 9,587 | $ 40,950 |