Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 01, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ATHN | ||
Entity Registrant Name | Athenahealth Inc | ||
Entity Central Index Key | 1,131,096 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 38,957,284 | ||
Entity Public Float | $ 4,284,454,879 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 141,927 | $ 73,787 |
Marketable securities | 0 | 40,950 |
Accounts receivable, net | 148,157 | 121,710 |
Prepaid expenses and other current assets | 30,176 | 22,177 |
Total current assets | 320,260 | 258,624 |
Property and equipment, net | 321,524 | 271,552 |
Capitalized software costs, net | 107,517 | 56,574 |
Purchased intangible assets, net | 126,239 | 139,422 |
Goodwill | 229,157 | 198,049 |
Investments and other assets | 13,965 | 6,399 |
Total assets | 1,118,662 | 930,620 |
Current liabilities: | ||
Accounts payable | 10,768 | 9,410 |
Accrued compensation | 88,122 | 71,768 |
Accrued expenses | 51,452 | 37,033 |
Line of credit | 0 | 35,000 |
Long-term debt | 10,762 | 14,550 |
Deferred revenue | 32,593 | 28,949 |
Deferred tax liability, net | 0 | 8,449 |
Total current liabilities | 193,697 | 205,159 |
Deferred rent, net of current portion | 31,118 | 19,412 |
Long-term debt, net of current portion | 287,353 | 157,822 |
Deferred revenue, net of current portion | 55,946 | 54,473 |
Long-term deferred tax liability, net | 1,254 | 10,417 |
Other long-term liabilities | 5,988 | 8,214 |
Total liabilities | $ 575,356 | $ 455,497 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value: 5,000 shares authorized; no shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | $ 0 | $ 0 |
Common stock, $0.01 par value: 125,000 shares authorized; 40,209 shares issued and 38,931 shares outstanding at December 31, 2015; 39,402 shares issued and 38,124 shares outstanding at December 31, 2014 | 403 | 395 |
Additional paid-in capital | 522,443 | 443,259 |
Treasury stock, at cost, 1,278 shares | (1,200) | (1,200) |
Accumulated other comprehensive (loss) income | (848) | 24,188 |
Retained earnings | 22,508 | 8,481 |
Total stockholders’ equity | 543,306 | 475,123 |
Total liabilities and stockholders’ equity | $ 1,118,662 | $ 930,620 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
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) | 40,209,000 | 39,402,000 |
Common stock, shares outstanding (shares) | 38,931,000 | 38,124,000 |
Treasury stock, shares (shares) | 1,278,000 | 1,278,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||||||||||
Business services | $ 247,919 | $ 224,990 | $ 215,403 | $ 197,763 | $ 201,072 | $ 179,711 | $ 175,949 | $ 154,502 | $ 886,075 | $ 711,234 | $ 563,237 |
Implementation and other | 9,613 | 11,078 | 9,291 | 8,671 | 12,142 | 10,717 | 9,973 | 8,533 | 38,653 | 41,365 | 31,766 |
Total revenue | 257,532 | 236,068 | 224,694 | 206,434 | 213,214 | 190,428 | 185,922 | 163,035 | 924,728 | 752,599 | 595,003 |
Expense: | |||||||||||
Direct operating | 97,253 | 94,850 | 89,899 | 84,557 | 76,274 | 79,343 | 74,774 | 72,148 | 366,559 | 302,539 | 238,672 |
Selling and marketing | 66,196 | 55,927 | 54,413 | 53,365 | 50,533 | 45,206 | 50,722 | 43,227 | 229,901 | 189,688 | 149,488 |
Research and development | 23,579 | 22,560 | 24,387 | 23,728 | 19,802 | 18,087 | 16,417 | 15,155 | 94,254 | 69,461 | 57,639 |
General and administrative | 37,484 | 34,778 | 36,103 | 36,212 | 33,592 | 31,800 | 30,443 | 29,357 | 144,577 | 125,192 | 99,776 |
Depreciation and amortization | 26,277 | 24,763 | 22,101 | 20,352 | 18,071 | 17,258 | 15,186 | 14,249 | 93,493 | 64,764 | 43,575 |
Total expense | 250,789 | 232,878 | 226,903 | 218,214 | 198,272 | 191,694 | 187,542 | 174,136 | 928,784 | 751,644 | 589,150 |
Operating (loss) income | 6,743 | 3,190 | (2,209) | (11,780) | 14,942 | (1,266) | (1,620) | (11,101) | (4,056) | 955 | 5,853 |
Other income (expense): | |||||||||||
Interest expense | (1,604) | (1,620) | (1,513) | (1,059) | (911) | (1,244) | (1,275) | (1,265) | (5,796) | (4,695) | (3,905) |
Other income (expense) | 23 | 7,590 | 21,081 | 44 | 27 | 26 | (6) | (171) | 28,738 | (124) | 283 |
Total other income (expense) | (1,581) | 5,970 | 19,568 | (1,015) | (884) | (1,218) | (1,281) | (1,436) | 22,942 | (4,819) | (3,622) |
Income (loss) before income tax (provision) benefit | 5,162 | 9,160 | 17,359 | (12,795) | 14,058 | (2,484) | (2,901) | (12,537) | 18,886 | (3,864) | 2,231 |
Income tax (provision) benefit | 2,553 | (3,365) | (8,010) | 3,963 | (5,329) | 853 | 739 | 4,482 | (4,859) | 745 | 363 |
Net income (loss) | $ 7,715 | $ 5,795 | $ 9,349 | $ (8,832) | $ 8,729 | $ (1,631) | $ (2,162) | $ (8,055) | $ 14,027 | $ (3,119) | $ 2,594 |
Net (loss) income per share - Basic (in dollars per share) | $ 0.20 | $ 0.15 | $ 0.24 | $ (0.23) | $ 0.23 | $ (0.04) | $ (0.06) | $ (0.21) | $ 0.36 | $ (0.08) | $ 0.07 |
Net (loss) income per share - Diluted (in dollars per share) | $ 0.19 | $ 0.15 | $ 0.24 | $ (0.23) | $ 0.22 | $ (0.04) | $ (0.06) | $ (0.21) | $ 0.35 | $ (0.08) | $ 0.07 |
Weighted average shares used in computing net income (loss) per share: | |||||||||||
Basic (in shares) | 38,873 | 38,714 | 38,574 | 38,278 | 38,097 | 37,999 | 37,860 | 37,484 | 38,611 | 37,862 | 36,856 |
Diluted (in shares) | 39,809 | 39,536 | 39,340 | 38,278 | 39,040 | 37,999 | 37,860 | 37,484 | 39,625 | 37,862 | 38,257 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 14,027 | $ (3,119) | $ 2,594 |
Other comprehensive (loss) income | |||
Unrealized (loss) gain on securities, net of tax of $3,485, $15,005, and $5 for the years ended December 31, 2015, 2014, and 2013, respectively | (7,709) | 24,845 | 13 |
Reclassification adjustments for gains on sales of marketable securities included in net income, net of tax of $11,520 for the year ended December 31, 2015 | (17,136) | 0 | 0 |
Unrealized gain (loss) on change in fair value of interest rate swap, net of tax of $13, $9, and $101 for the years ended December 31, 2015, 2014, and 2013, respectively | 21 | 101 | (253) |
Foreign currency translation adjustment | (212) | (312) | (125) |
Total other comprehensive (loss) income | (25,036) | 24,634 | (365) |
Comprehensive (loss) income | $ (11,009) | $ 21,515 | $ 2,229 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on securities, tax expense (benefit) | $ (3,485) | $ 15,005 | $ 5 |
Reclassification adjustment for gain on securities, tax | 11,520 | ||
Unrealized gain (loss) on interest rate derivative, tax | $ 13 | $ 9 | $ 101 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | Retained Earnings | Total Stockholders' Equity |
Beginning Balance, in shares at Dec. 31, 2012 | 37,572 | (1,278) | |||||
Beginning Balance at Dec. 31, 2012 | $ 376 | $ 303,547 | $ (1,200) | $ (81) | $ 9,006 | $ 311,648 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 44,842 | 44,842 | |||||
Stock options exercised and restricted stock units vested, shares | 983 | ||||||
Stock options 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 | 3,500 | 3,500 | |||||
Tax benefit realized from stock-based awards | $ 6,900 | 6,051 | 6,051 | ||||
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) | |||||
Net income (loss) | 2,594 | 2,594 | 2,594 | ||||
Other comprehensive loss | (365) | (365) | (365) | ||||
Ending Balance, in shares at Dec. 31, 2013 | 38,600 | (1,278) | |||||
Ending Balance at Dec. 31, 2013 | $ 387 | 380,967 | $ (1,200) | (446) | 11,600 | 391,308 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 60,258 | 60,258 | |||||
Stock options exercised and restricted stock units vested, shares | 758 | ||||||
Stock options 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 | 4,550 | 4,550 | |||||
Tax benefit realized from stock-based awards | 9,900 | 9,872 | 9,872 | ||||
Net income (loss) | (3,119) | (3,119) | (3,119) | ||||
Other comprehensive loss | 24,634 | 24,634 | 24,634 | ||||
Ending Balance, in shares at Dec. 31, 2014 | 39,402 | (1,278) | |||||
Ending Balance at Dec. 31, 2014 | 475,123 | $ 395 | 443,259 | $ (1,200) | 24,188 | 8,481 | 475,123 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 71,398 | 71,398 | |||||
Stock options exercised and restricted stock units vested, shares | 752 | ||||||
Stock options exercised and restricted stock units vested, net | $ 7 | (5,008) | (5,001) | ||||
Common stock issued under employee stock purchase plan, shares | 55 | ||||||
Common stock issued under employee stock purchase plan | $ 1 | 5,602 | 5,603 | ||||
Tax benefit realized from stock-based awards | 10,300 | 7,192 | 7,192 | ||||
Net income (loss) | 14,027 | 14,027 | 14,027 | ||||
Other comprehensive loss | (25,036) | (25,036) | (25,036) | ||||
Ending Balance, in shares at Dec. 31, 2015 | 40,209 | (1,278) | |||||
Ending Balance at Dec. 31, 2015 | $ 543,306 | $ 403 | $ 522,443 | $ (1,200) | $ (848) | $ 22,508 | $ 543,306 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 14,027 | $ (3,119) | $ 2,594 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 118,022 | 93,806 | 61,853 |
Excess tax benefit from stock-based awards | (12,925) | (10,060) | (6,910) |
Deferred income tax | (8,542) | (11,670) | (7,044) |
Stock-based compensation expense | 64,134 | 55,558 | 42,648 |
Gain on sale of marketable securities | (28,656) | 0 | 0 |
Other reconciling adjustments | 129 | (224) | 9 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (25,318) | (34,367) | (3,399) |
Prepaid expenses and other current assets | 4,236 | 4,285 | 3,283 |
Other long-term assets | (2,722) | 596 | (66) |
Accounts payable | 2,763 | 2,546 | (233) |
Accrued expenses and other long-term liabilities | 8,226 | 10,083 | (21) |
Accrued compensation | 17,223 | 26,339 | 5,775 |
Deferred revenue | 3,181 | 3,248 | (3,090) |
Deferred rent | 10,066 | 12,084 | (2,091) |
Net cash provided by operating activities | 163,844 | 149,105 | 93,308 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capitalized software costs | (97,761) | (53,477) | (29,123) |
Purchases of property and equipment | (87,214) | (76,092) | (38,260) |
Proceeds from sales and maturities of investments | 29,756 | 0 | 56,245 |
Payments on acquisitions, net of cash acquired | (39,890) | 0 | (410,161) |
Change in restricted cash | 0 | 3,000 | (1,643) |
Other investing activities | (3,960) | (750) | (2,000) |
Net cash used in investing activities | (199,069) | (127,319) | (424,942) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock under stock plans and warrants | 22,088 | 21,041 | 31,133 |
Taxes paid related to net share settlement of stock awards | (21,486) | (28,879) | (12,075) |
Excess tax benefit from stock-based awards | 12,925 | 10,060 | 6,910 |
Proceeds from long-term debt | 300,000 | 0 | 200,000 |
Proceeds from line of credit | 60,000 | 0 | 155,000 |
Payments on line of credit | (95,000) | 0 | (120,000) |
Payments on long-term debt | (173,750) | (15,000) | (11,250) |
Net settlement of acquired company’s board of directors equity shares | 0 | 0 | (5,806) |
Debt issuance costs | (987) | 0 | (1,699) |
Payment of contingent consideration accrued at acquisition date | 0 | 0 | (525) |
Net cash provided by (used in) financing activities | 103,790 | (12,778) | 241,688 |
Effects of exchange rate changes on cash and cash equivalents | (425) | (223) | (40) |
Net increase (decrease) in cash and cash equivalents | 68,140 | 8,785 | (89,986) |
Cash and cash equivalents at beginning of period | 73,787 | 65,002 | 154,988 |
Cash and cash equivalents at end of period | 141,927 | 73,787 | 65,002 |
Non-cash transactions | |||
Property, equipment, and purchased software recorded in accounts payable and accrued expenses | 12,503 | 12,036 | 1,667 |
Non-cash leasehold improvements | 2,317 | 5,933 | 0 |
Fair value of equity awards assumed | 0 | 0 | 13,028 |
Additional disclosures | |||
Cash paid for interest, net | 5,744 | 4,499 | 2,877 |
Cash paid (refunded) for taxes | $ 619 | $ (1,931) | $ 1,348 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
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”) provides cloud-based business services that help health care providers achieve and sustain financial health by collecting more revenue and greatly reducing their administrative work burden. We deliver the majority of our service offerings using a single instance of cloud-based software, which we refer to as athenaNet, which we continuously update to 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”). 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. In January 2015, we acquired Razor Insights, LLC (“RazorInsights”), a provider of cloud-based billing and EHR software services to rural and community hospitals. 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 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) determination of the reporting unit(s) for goodwill impairment testing; (8) litigation reserves; and (9) capitalized software costs. 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 assessing performance and making decisions regarding resource allocation. We use consolidated financial information in determining how to allocate resources and assess performance, and have determined that we operate in one segment. The CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as the sum of GAAP net income (loss) before (provision for) benefit from 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 and transaction costs, and restructuring costs) as the measure of our profit on a regular basis. As of December 31, 2015 and 2014 , our CODM determined that, as our acquired businesses are fully integrated, 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 two sources: business services, and implementation and other services. Business services includes revenue from our medical billing and revenue cycle management service; electronic health records (“EHR”) service; patient engagement service; order transmission service; patient access and care coordination service; population health management service; subscriptions, sponsored clinical information, and decision support services for our point of care clinical application; and consulting, training, and go-live support. 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 athenaNet; minimum fees; flat fees; or per-claim fees, where applicable. We do not recognize revenue for athenahealth-branded 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. Members enter into subscriptions to the Epocrates point of care medical application 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. Payment occurs at the time of order, which is in advance of the services being performed, and such amounts 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 the delivered item or items have value to the customer on a stand-alone basis. This is the only criteria we need to assess because our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have stand-alone 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. 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 stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. Due to the fact that our services differ significantly from that of our peers and contain a significant level of customization, the comparable pricing of products with similar functionality cannot be obtained and we are also typically unable to determine TPE. We therefore use BESP to establish fair value and 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 and other services revenue consists primarily of the amortization of deferred revenue on implementation services. Historically, all of these fees were billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service did not have stand-alone value, it was 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. When we made this change, 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. Previously deferred revenue balances related to implementation services that were billed upfront and did not have stand-alone value will continue to be amortized over those remaining customer lives. 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 of clients, costs associated with our business partner outsourcing arrangements and clearing house, and claim processing costs. We expense implementation 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 (including stock-based compensation) for research and development employees and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software costs, which may be capitalized (refer to Note 6 – Capitalized Software Costs). 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 restricted stock units 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 awards 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 award’s vesting determination date, which is the date our fiscal year financial statements are available. The award 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 awards is recorded over the requisite service period, generally four years. Such awards 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 $28.1 million , $15.5 million and $14.2 million for the years ended December 31, 2015, 2014, and 2013, 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. Investments – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our convertible notes receivable from privately-held companies are accounted for as available-for-sale investments which are carried at cost, which we believe approximates fair value. Upon conversion, if any, we assess whether such equity investments should be accounted for on a cost basis or equity method, depending on whether we believe we have significant influence over the investee. Marketable securities, if any, are also accounted for as available-for-sale investments and recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are included in accumulated other comprehensive (loss) income. The Company determines realized gains and losses based on the specific identification method. Management monitors and assesses individual investments for other-than-temporary impairment on a quarterly basis. We had no available-for-sale equity securities as of December 31, 2015 due to the sale of our holdings in Castlight Health, Inc. stock during the three months ended June 30, 2015 and September 30, 2015. We had the following available-for-sale equity securities as of December 31, 2014 : Cost Gross Unrealized Gain Fair Value Marketable equity securities $ 1,100 $ 39,850 $ 40,950 Concentrations of Credit Risk – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, notes receivables, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing and/or depositing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to our derivative transactions. With respect to customer accounts receivable, we manage our credit risk by performing ongoing credit evaluations of our customers. No single customer accounted for a significant amount of revenues for the years ended December 31, 2015, 2014, and 2013 . No single customer accounted for a significant portion of accounts receivable as of December 31, 2015 and 2014 . Accounts Receivable – Accounts receivable represents unbilled amounts and 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, 2015 2014 2013 Beginning balance $ 557 $ 1,691 $ 1,771 Provision 692 (769 ) 791 Write-offs (529 ) (365 ) (871 ) Ending balance $ 720 $ 557 $ 1,691 Prepaid Expenses and Other Current Assets – Prepaid expenses and other current assets consist of the following: Years Ended December 31, 2015 2014 2013 Prepaid expenses $ 17,882 $ 11,578 $ 10,006 Other receivables 12,294 10,599 6,715 Prepaid expenses and other current assets $ 30,176 $ 22,177 $ 16,721 Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Equipment, furniture, and fixtures 3-5 years Aircraft 20 years Buildings 30-40 years Building improvements 10-25 years Land improvements 10 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. Costs associated with maintenance and repairs are expensed as incurred. Capitalized Interest Cost – Interest costs related to major capital projects, specifically our corporate headquarters campus project and capitalized internal-use software costs, are capitalized until each 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 certain costs related to the development of athenaNet services and other internal-use software. Costs incurred during the application development phase are capitalized only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee wages and stock-based compensation expense, as well as external contractor costs for individuals 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 five years (refer to Note 6 – Capitalized Software 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, 2015, 2014, and 2013 . 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 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, 2015, 2014, and 2013 . Purchased Intangible Assets – Purchased intangible assets consist of technology, a physician network, content, a trade name and trademark, customer backlog, non-compete agreements, customer relationships, above market leases, leases in place, and an indefinite-lived license related to the development of our headquarters' campus, most of which were 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, 2015 2014 Accrued bonus $ 59,006 $ 38,938 Accrued vacation 9,826 8,106 Accrued payroll 9,386 19,846 Accrued commissions 9,904 4,878 Accrued compensation expenses $ 88,122 $ 71,768 Other accrued liabilities $ 42,636 $ 31,162 Accrued property and equipment additions 8,816 5,871 Accrued expenses $ 51,452 $ 37,033 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 tenant improvement allowances and other incentives are recorded when realizable 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 are 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 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. 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, 2015 and 2014 , 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. Business Combinations – We apply business combination accounting when we acquire control over a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; non-controlling interests, if any, are reflected at fair value at the acquisition date; in-process research and development, if any, is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are expensed; 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 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, are based on management’s estimates and assumptions, 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 transaction described in Note 2 – Business Combinations. Related Party Transaction – We have a long-term investment in a vendor. The total expense related to this vendor for the years ended December 31, 2015, 2014, and 2013 was $23.6 million , $11.3 million , and $1.5 million , respectively, and the total amount payable related to this vendor at December 31, 2015 and 2014 was $2.3 million and $1.3 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. 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 is 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. Incentives Received from Governmental Bodies – 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 as grants by reducing general and administrative expense. Credits which are expected to be used to reduce general and administrative expense are recognized when the requirements to earn the credits have been met. We recognized $4.1 million and $1.2 million from our participation in incentive programs during the years ended December 31, 2015 and 2014, respectively. 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. 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, 2015, 2014, and 2013 , our contributions to the 401(k) Plan were $5.3 million , $4.5 million , and $3.2 million , respectively. New Accounting Pronouncements – In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes , which will require entities to present all deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) as non-current on the balance sheet. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted, and entities may choose whether to adopt this update prospectively or retrospectively. We have evaluated ASU 2015-17 and determined that its adoption will not have a material effect on our financial position or earnings. On December 31, 2015, we elected to adopt ASU 2015-17 and change our method of classifying DTAs and DTLs as either current or non-current to classifying all DTAs and DTLs as non-current, and have chosen to apply a prospective method. Prior balance sheets were not retrospectively adjusted. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments , that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. This guidance is effective for public companies for interim and annual periods beginning after December 15, 2015. Early adoption is permitted for all entities. We have evaluated ASU 2015-16 and determin |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS RazorInsights On January 13, 2015, we acquired RazorInsights for $39.9 million in cash after net working capital adjustments. We acquired RazorInsights for the assembled workforce, technology, customer base, and to accelerate our entry into the inpatient market. 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 and upon completion of the valuation. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 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 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 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: Years Ended December 31, 2015 2014 2013 Net income (loss) $ 14,027 $ (3,119 ) $ 2,594 Weighted average shares used in computing basic net income (loss) per share 38,611 37,862 36,856 Net income (loss) per share – Basic $ 0.36 $ (0.08 ) $ 0.07 Net income (loss) $ 14,027 $ (3,119 ) $ 2,594 Weighted average shares used in computing basic net income (loss) per share 38,611 37,862 36,856 Effect of dilutive securities 1,014 — 1,401 Weighted average shares used in computing diluted net income (loss) per share 39,625 37,862 38,257 Net income (loss) per share – Diluted $ 0.35 $ (0.08 ) $ 0.07 The computation of diluted net income per share does not include 0.7 million and 0.4 million of stock options and restricted stock units for the years ended December 31, 2015 and December 31, 2013 , respectively, because their inclusion would have an anti-dilutive effect on net income per share. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS As of December 31, 2015 and 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. Derivatives are carried at fair value, as determined using standard valuation models, and adjusted when necessary for credit risk. Refer to Note 9 – Debt for additional information. As of December 31, 2015 , we had $300.0 million outstanding on our term loan facility and we had not drawn on our revolving credit facility under the 2015 Credit Agreement (see Note 9 – Debt). 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 2013 Credit Agreement. The credit facilities under both credit agreements carry a variable interest rate set at current market rates, and as such, the carrying values approximate fair values. 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. Portfolio investments as of December 31, 2015 and 2014 are in the form of convertible notes receivable and equity, and are recorded in Investments and other assets on our Consolidated Balance Sheets. At December 31, 2015 and 2014, as there is no indication of performance risk and while conversion is contemplated for certain investments, we currently estimate that the fair value of the notes receivable approximates cost, based on inputs including the original transaction prices, 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 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. Derivative financial instruments are used to manage certain of the Company’s interest rate exposures. We do not enter into derivatives for trading or speculative purposes. 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 associated with the interest rate swap, if any, will be reported in interest expense. For the years ended December 31, 2015 and 2014 , 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, 2015 and 2014 , nor was any amount excluded from ineffectiveness testing. We do not expect that any of the $0.2 million of pre-tax unrealized losses included in accumulated other comprehensive (loss) income at December 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 December 31, 2015 and 2014 was a liability of $0.2 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 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, 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 December 31, 2015, Using Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market $ 10,006 $ — $ — $ 10,006 Debt Securities: MDP Accelerator portfolio $ — $ — $ 1,250 $ 1,250 Total assets $ 10,006 $ — $ 1,250 $ 11,256 Interest rate swap liability (a) $ — $ (210 ) $ — $ (210 ) Total liabilities $ — $ (210 ) $ — $ (210 ) 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 (b) $ — $ (244 ) $ — $ (244 ) Total liabilities $ — $ (244 ) $ — $ (244 ) (a) Recorded in other short-term liabilities on the Consolidated Balance Sheets. (b) Recorded in other long-term liabilities on the Consolidated Balance Sheets. The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3) as of the years ended December 31, 2015 and 2014 : Fair Value Measurements Using Unobservable Inputs (Level 3) Year Ended December 31, 2015 Year Ended December 31, 2014 Balance, beginning of period $ 750 $ — Conversion (250 ) — Additions 750 750 Balance, end of period $ 1,250 $ 750 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT We had no capital leases for the years ended December 31, 2015 and December 31, 2014 . Property and equipment consists of the following: Years Ended December 31, 2015 2014 Equipment $ 113,221 $ 93,583 Furniture and fixtures 25,152 14,760 Leasehold improvements 32,534 18,113 Aircraft 15,054 15,054 Building 131,746 131,746 Building improvements 81,163 49,671 Land 23,059 23,059 Land improvements 5,893 4,339 Total property and equipment, at cost 427,822 350,325 Accumulated depreciation (115,965 ) (96,416 ) Construction in progress 9,667 17,643 Property and equipment, net $ 321,524 $ 271,552 Depreciation expense on property and equipment was $40.1 million , $31.5 million , and $25.5 million for the years ended December 31, 2015, 2014, and 2013 , respectively. |
CAPITALIZED SOFTWARE COSTS
CAPITALIZED SOFTWARE COSTS | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
CAPITALIZED SOFTWARE COSTS | CAPITALIZED SOFTWARE COSTS Capitalized software consisted of the following: Years ended December 31, 2015 2014 Capitalized internal-use software development costs $ 114,484 $ 72,666 Acquired third party software licenses for internal use 25,710 15,873 Total gross capitalized software for internal-use 140,194 88,539 Accumulated amortization (61,603 ) (34,972 ) Capitalized internal-use software in process 28,926 3,007 Total capitalized software costs $ 107,517 $ 56,574 On January 23, 2015, we signed an agreement to purchase a suite of internally-developed clinical applications and an EHR system from Beth Israel Deaconess Medical Center, Inc. (“BIDMC”) referred to as webOMR for $22.0 million in cash which is included in capitalized internal-use software in process. This asset is recorded in the capitalized software costs, net line on our Consolidated Balance Sheet. 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. Capitalized software amortization expense totaled $53.4 million , $33.2 million and $18.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Future amortization expense for all capitalized software placed in service as of December 31, 2015 is estimated to be $54.0 million , $22.5 million and $2.1 million for the years ending December 31, 2015, 2016, and 2017, respectively. |
GOODWILL AND PURCHASED INTANGIB
GOODWILL AND PURCHASED INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 : Gross balance as of January 1, 2014 $ 198,049 Gross balance as of December 31, 2014 $ 198,049 Goodwill recorded in connection with the acquisition of Razor Insights, LLC 31,108 Gross balance as of December 31, 2015 $ 229,157 Purchased Intangible Assets Definite-lived intangible assets acquired as of December 31, 2015 and 2014 are as follows: December 31, 2015 Gross Accumulated Amortization Net Developed technology $ 13,500 $ (9,575 ) $ 3,925 Customer relationships 25,434 (12,100 ) 13,334 Doctor network 104,000 (15,196 ) 88,804 Drug information content 10,000 (5,608 ) 4,392 Trade name 11,500 (3,224 ) 8,276 Trademark 100 (2 ) 98 Above market leases 2,967 (2,449 ) 518 Leases in place 15,557 (8,892 ) 6,665 Total $ 183,058 $ (57,046 ) $ 126,012 December 31, 2014 Gross Accumulated Amortization Net Developed technology $ 9,721 $ (6,294 ) $ 3,427 Customer relationships 21,434 (9,555 ) 11,879 Doctor network 104,000 (9,792 ) 94,208 Drug information content 10,000 (3,608 ) 6,392 Trade name 11,500 (2,074 ) 9,426 Non-compete agreement 1,178 (873 ) 305 Above market leases 3,016 (916 ) 2,100 Leases in place 19,695 (8,065 ) 11,630 Total $ 180,544 $ (41,177 ) $ 139,367 Amortization expense for the years ended December 31, 2015, 2014, and 2013 was $24.0 million , $28.6 million , and $17.9 million , respectively, and is included in direct operating expenses. Estimated amortization expense, based upon our intangible assets at December 31, 2015 , is as follows: Year ending December 31, Amount 2016 20,290 2017 15,872 2018 14,597 2019 13,993 2020 12,650 Thereafter 48,610 Total $ 126,012 During the year ended December 31, 2015 , we purchased an indefinite-lived license of $0.2 million related to the development of our headquarters' campus. |
OPERATING LEASES AND OTHER COMM
OPERATING LEASES AND OTHER COMMITMENTS | 12 Months Ended |
Dec. 31, 2015 | |
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 2016 to 2030. During the year ended December 31, 2014, we expanded in four of our locations which are under operating lease. Rent expense totaled $9.8 million , $9.9 million , and $5.5 million for the years ended December 31, 2015, 2014, and 2013 , respectively. Future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows: Year ending December 31, Future Rent Payments 2016 $ 13,524 2017 14,060 2018 13,881 2019 13,388 2020 12,462 Thereafter 86,333 Total minimum lease payments $ 153,648 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT 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”). 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. On May 5, 2015, we entered into an amended and restated credit agreement (the “2015 Credit Agreement”). The 2015 Credit Agreement amended and restated our previous credit agreement (the “2013 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 (the “2015 Senior Credit Facility”). As of December 31, 2015, $300.0 million was outstanding on the unsecured term loan facility. A portion of the proceeds received from the 2015 Senior Credit Facility were used to repay the outstanding revolving loans under the 2013 Credit Agreement such that there were no revolving loans outstanding on the closing of the 2015 Credit Agreement. The 2015 Credit Agreement contains terms and conditions that are customary to credit 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 December 31, 2015 was 1.74% . 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 incurred financing fees of $1.0 million for the 2015 Senior Credit Facility, which are being amortized as interest expense in the Consolidated Statements of Income over the 5 -year term of the agreement. Future principal payments of the unsecured term loan facility at December 31, 2015 were as follows: Amount 2016 $ 11,250 2017 15,000 2018 20,625 2019 28,125 2020 225,000 Total $ 300,000 Less current portion 11,250 Long-term portion $ 288,750 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 variable rate debt at 0.8396% exclusive of the credit spread under the Senior Credit Facility. The fair value of the interest rate swap recognized in other short-term liabilities and in OCI was as follows: Fair Value Effective Date Notional Amount Fixed Rate Maturity December 31, 2015 December 31, 2014 August 31, 2013 120,000 0.8396 % August 31, 2016 $ (210 ) $ (244 ) Refer to Note 4 – Fair Value of Financial Instruments for further information. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 Stock-based compensation charged to: Direct operating $ 14,558 $ 12,009 $ 7,778 Selling and marketing 18,457 14,581 12,057 Research and development 8,956 7,221 4,238 General and administrative 22,163 21,747 18,575 Total stock-based compensation expense $ 64,134 $ 55,558 $ 42,648 In addition, for the years ended December 31, 2015 and 2014 , $7.3 million and $4.7 million of stock-based compensation was capitalized in the line item "Capitalized software costs, net" in the Consolidated Balance Sheets. $4.4 million and $2.3 million of capitalized software costs 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. 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. The following table presents the stock option activity for the year ended December 31, 2015 : Shares Weighted- Weighted- Aggregate Outstanding – January 1, 2015 1,850 $ 65.14 Granted 278 129.25 Exercised (436 ) 37.79 Forfeited (134 ) 126.88 Outstanding – as of December 31, 2015 1,558 78.94 5.8 $ 132,465 Exercisable – as of December 31, 2015 1,075 $ 57.50 4.9 $ 112,311 Vested and expected to vest as of December 31, 2015 1,482 $ 76.04 5.7 $ 129,955 Weighted-average fair value of options granted for the year ended December 31, 2015 $ 49.29 We recorded compensation expense in relation to these stock options of $11.6 million , $11.7 million , and $14.0 million , for the years ended December 31, 2015, 2014, and 2013 , respectively. The following table illustrates the range of assumptions used to compute stock-based compensation expense for awards granted: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.06% - 1.57% .66% - 1.67% .35% - .75% Expected dividend yield —% —% —% Expected option term (years) 3.0 - 5.0 3.0 - 5.0 3.0 - 5.0 Expected stock volatility 40% - 42% 46% - 47% 41% - 45% 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, 2015 and 2014 , there was $11.4 million and $16.5 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 2.1 years. The weighted average fair value of stock options granted during the years ended December 31, 2015 , 2014 , and 2013 was $49.29 , $77.55 , and $38.09 , respectively. The intrinsic value of options exercised during the years ended December 31, 2015 , 2014 , and 2013 was $44.3 million , $53.5 million , and $53.2 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 stock 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, 2015 : Shares Weighted- Outstanding – January 1, 2015 1,210 $ 124.65 Granted 576 132.31 Vested (483 ) 103.31 Forfeited (150 ) 101.56 Outstanding – as of December 31, 2015 1,153 $ 136.06 As of December 31, 2015 , $93.5 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 $51 million , $42.2 million , and $27.4 million was recorded for restricted stock units during the years ended December 31, 2015, 2014, and 2013 , respectively. The weighted average fair value of restricted stock units granted during the years ended December 31, 2015 , 2014 , and 2013 was $132.31 , $181.81 , and $98.34 , respectively. The intrinsic value of vested restricted stock units during the years ended December 31, 2015 , 2014 , and 2013 was $61.6 million , $78.5 million , and $35.2 million , respectively. Employee Stock Purchase Plan Our 2007 Employee Stock Purchase Plan 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, 2015, 2014, and 2013 was $1.5 million , $1.7 million , and $1.2 million , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income (loss) before income tax (provision) benefit for the years ended December 31, 2015, 2014, and 2013 were as follows: 2015 2014 2013 U.S. $ 17,130 $ (4,579 ) $ 1,536 Non-U.S. 1,756 715 695 Total $ 18,886 $ (3,864 ) $ 2,231 The components of our income tax (provision) benefit for the years ended December 31, 2015, 2014, and 2013 were as follows: 2015 2014 2013 Current Provision: Federal $ (11,810 ) $ (9,656 ) $ (4,225 ) State (764 ) (884 ) (1,495 ) Foreign (827 ) (385 ) (961 ) (13,401 ) (10,925 ) (6,681 ) Deferred Benefit: Federal 5,787 10,695 5,291 State 2,565 906 1,753 Foreign 190 69 — 8,542 11,670 7,044 Total income tax (provision) benefit $ (4,859 ) $ 745 $ 363 The components of our deferred income taxes as of December 31, 2015 and 2014 were as follows: 2015 2014 Deferred tax assets: State net operating loss carryforward $ 1,898 $ 1,694 Research and development tax credits 3,644 3,328 Allowances for accounts receivable 362 1,168 Deferred rent obligation 12,073 7,555 Stock compensation 29,306 25,264 Other accrued liabilities 2,860 2,223 Deferred revenue 20,107 17,797 Other 1,557 1,473 Total gross deferred tax assets 71,807 60,502 Valuation allowance (4,041 ) (3,420 ) Total deferred tax assets 67,766 57,082 Deferred tax liabilities: Intangible assets (34,599 ) (40,463 ) Capitalized software (23,624 ) (15,769 ) Property and equipment (10,502 ) (4,621 ) Investments 80 (14,913 ) Total deferred tax liabilities (68,645 ) (75,766 ) Net deferred tax liabilities $ (879 ) $ (18,684 ) During the years ended December 31, 2015 , 2014, and 2013, we utilized tax attributes to reduce the current tax provision by $12.9 million , $9.9 million , and $7.0 million , respectively. As of December 31, 2015 , we had federal and state net operating loss (“NOL”) carryforwards of approximately $85.6 million (which was comprised entirely of NOL carryforwards from stock-based compensation) and $67.9 million (which included $29.2 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income. The federal NOL carryforwards expire at various times from 2020 through 2035 , and the state NOL carryforwards begin to expire in 2018 . As of December 31, 2014 , we had federal and state NOL carryforwards of approximately $73.6 million (which was comprised entirely of NOL carryforwards from stock-based compensation) and $67.7 million (which included $32.7 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income. We 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, 2015, 2014, and 2013 , we realized excess tax benefits from federal and state tax deductions of $10.3 million , $9.9 million , and $6.9 million , respectively. As of December 31, 2015 , there are unrecognized federal and state excess tax benefits of $100.0 million and $33.4 million , respectively, which will be credited to additional paid-in capital when realized. Our research and development (“R&D”) tax credits carryforward is available to offset future federal and state taxes, and the credits expire at various times through 2035 . We have federal and state R&D credits of $14.3 million (which relates entirely to the utilization of credits under the without method of accounting related to stock-based compensation) and $6.7 million (which includes $4.1 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, 2015, 2014, and 2013 : 2015 2014 2013 Income tax computed at federal statutory tax rate 35 % 35 % 35 % State taxes, net of federal benefit 7 % 6 % (6 )% Research and development credits (32 )% 86 % (98 )% Permanent differences 13 % (87 )% 20 % Valuation allowance 3 % (21 )% 33 % Effective income tax rate 26 % 19 % (16 )% A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: 2015 2014 2013 Beginning uncertain tax benefits $ 5,813 $ 4,851 $ 1,761 Prior year – decreases — (79 ) (537 ) Prior year – increases 508 887 501 Acquired balances — — 2,339 Current year - decreases (454 ) (212 ) — Current year – increases 1,797 366 787 Ending uncertain tax benefits $ 7,664 $ 5,813 $ 4,851 Included in the balance of unrecognized tax benefits at December 31, 2015 are $6.7 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. There were no interest and penalties included in the tax (provision) benefit for the year ended December 31, 2015. Interest and penalties included in the tax (provision) benefit amounted to $0.8 million for the year ended December 31, 2014. Accrued interest and penalties amounted to $1.2 million as of both December 31, 2015 and 2014 . The accrued interest and penalties balances were adjusted for foreign currency gains during the year ended December 31, 2014 of $0.3 million . We are subject to taxation in Federal, various states, and Indian jurisdictions. All carryforward attributes generated in prior years 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. As of December 31, 2015 , federal tax years after 2011, state tax years after 2010 and foreign tax years after 2007 remain open per the statute of limitations by the major taxing jurisdictions to which we are subject. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 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 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 INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Selected quarterly financial information follows for the year ended December 31, 2015 : First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue: Business services $ 197,763 $ 215,403 $ 224,990 $ 247,919 $ 886,075 Implementation and other 8,671 9,291 11,078 9,613 38,653 Total revenue 206,434 224,694 236,068 257,532 924,728 Expense: Direct operating 84,557 89,899 94,850 97,253 366,559 Selling and marketing 53,365 54,413 55,927 66,196 229,901 Research and development 23,728 24,387 22,560 23,579 94,254 General and administrative 36,212 36,103 34,778 37,484 144,577 Depreciation and amortization 20,352 22,101 24,763 26,277 93,493 Total expense 218,214 226,903 232,878 250,789 928,784 Operating (loss) income (11,780 ) (2,209 ) 3,190 6,743 (4,056 ) Other (expense) income: Interest expense (1,059 ) (1,513 ) (1,620 ) (1,604 ) (5,796 ) Other income 44 21,081 7,590 23 28,738 Total other (expense) income (1,015 ) 19,568 5,970 (1,581 ) 22,942 (Loss) income before income tax benefit (provision) (12,795 ) 17,359 9,160 5,162 18,886 Income tax benefit (provision) 3,963 (8,010 ) (3,365 ) 2,553 (4,859 ) Net (loss) income $ (8,832 ) $ 9,349 $ 5,795 $ 7,715 $ 14,027 Net (loss) income per share – Basic $ (0.23 ) $ 0.24 $ 0.15 $ 0.20 $ 0.36 Net (loss) income per share – Diluted $ (0.23 ) $ 0.24 $ 0.15 $ 0.19 $ 0.35 Weighted average shares used in computing net (loss) income per share: Basic 38,278 38,574 38,714 38,873 38,611 Diluted 38,278 39,340 39,536 39,809 39,625 Selected quarterly financial information follows for the year ended December 31, 2014 : First Second Third Fourth Year 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 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. |
NATURE OF OPERATIONS AND SUMM22
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General – athenahealth, Inc. (the “Company,” “we,” “us,” or “our”) provides cloud-based business services that help health care providers achieve and sustain financial health by collecting more revenue and greatly reducing their administrative work burden. We deliver the majority of our service offerings using a single instance of cloud-based software, which we refer to as athenaNet, which we continuously update to 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”). 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 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) determination of the reporting unit(s) for goodwill impairment testing; (8) litigation reserves; and (9) capitalized software costs. Actual results could significantly differ from those estimates. |
Segment Reporting | 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 assessing performance and making decisions regarding resource allocation. We use consolidated financial information in determining how to allocate resources and assess performance, and have determined that we operate in one segment. The CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as the sum of GAAP net income (loss) before (provision for) benefit from 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 and transaction costs, and restructuring costs) as the measure of our profit on a regular basis. |
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 two sources: business services, and implementation and other services. Business services includes revenue from our medical billing and revenue cycle management service; electronic health records (“EHR”) service; patient engagement service; order transmission service; patient access and care coordination service; population health management service; subscriptions, sponsored clinical information, and decision support services for our point of care clinical application; and consulting, training, and go-live support. 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 athenaNet; minimum fees; flat fees; or per-claim fees, where applicable. We do not recognize revenue for athenahealth-branded 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. Members enter into subscriptions to the Epocrates point of care medical application 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. Payment occurs at the time of order, which is in advance of the services being performed, and such amounts 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 the delivered item or items have value to the customer on a stand-alone basis. This is the only criteria we need to assess because our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have stand-alone 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. 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 stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. Due to the fact that our services differ significantly from that of our peers and contain a significant level of customization, the comparable pricing of products with similar functionality cannot be obtained and we are also typically unable to determine TPE. We therefore use BESP to establish fair value and 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 and other services revenue consists primarily of the amortization of deferred revenue on implementation services. Historically, all of these fees were billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service did not have stand-alone value, it was 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. When we made this change, 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. Previously deferred revenue balances related to implementation services that were billed upfront and did not have stand-alone value will continue to be amortized over those remaining customer lives. 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 – Direct operating expense consists primarily of compensation expense (including stock-based compensation) related to personnel who provide services, including implementation of clients, costs associated with our business partner outsourcing arrangements and clearing house, and claim processing costs. We expense implementation 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 – Research and development expense consists primarily of compensation expense (including stock-based compensation) for research and development employees and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software costs, which may be capitalized (refer to Note 6 – Capitalized Software Costs). Research and development expense does not include allocated amounts for rent, occupancy costs, depreciation, or amortization. |
Stock-Based Compensation | Stock-Based Compensation – We account for share-based awards, including shares issued under employee stock purchase plans, stock options, and restricted stock units 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 awards 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 award’s vesting determination date, which is the date our fiscal year financial statements are available. The award 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 awards is recorded over the requisite service period, generally four years. Such awards generally vest ratably over four years from the vesting determination date. |
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. Our convertible notes receivable from privately-held companies are accounted for as available-for-sale investments which are carried at cost, which we believe approximates fair value. Upon conversion, if any, we assess whether such equity investments should be accounted for on a cost basis or equity method, depending on whether we believe we have significant influence over the investee. |
Concentrations of Credit Risk | Concentrations of Credit Risk – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, notes receivables, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing and/or depositing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to our derivative transactions. With respect to customer accounts receivable, we manage our credit risk by performing ongoing credit evaluations of our customers. |
Accounts Receivable | Accounts Receivable – Accounts receivable represents unbilled amounts and 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 less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Equipment, furniture, and fixtures 3-5 years Aircraft 20 years Buildings 30-40 years Building improvements 10-25 years Land improvements 10 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. Costs associated with maintenance and repairs are expensed as incurred. |
Capitalized Interest Cost | Capitalized Interest Cost – Interest costs related to major capital projects, specifically our corporate headquarters campus project and capitalized internal-use software costs, are capitalized until each 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 certain costs related to the development of athenaNet services and other internal-use software. Costs incurred during the application development phase are capitalized only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee wages and stock-based compensation expense, as well as external contractor costs for individuals 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 five years (refer to Note 6 – Capitalized Software Costs). |
Long-Lived Assets | 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. |
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 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 and trademark, customer backlog, non-compete agreements, customer relationships, above market leases, leases in place, and an indefinite-lived license related to the development of our headquarters' campus, most of which were 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 tenant improvement allowances and other incentives are recorded when realizable 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 are 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 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. |
Preferred and Common Stock | 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, 2015 and 2014 , 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. |
Business Combinations | Business Combinations – We apply business combination accounting when we acquire control over a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; non-controlling interests, if any, are reflected at fair value at the acquisition date; in-process research and development, if any, is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are expensed; 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 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, are based on management’s estimates and assumptions, 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 transaction described in Note 2 – Business Combinations. |
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. |
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 is 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. |
Incentives Received from Governmental Bodies | Incentives Received from Governmental Bodies – 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 as grants by reducing general and administrative expense. Credits which are expected to be used to reduce general and administrative expense are recognized when the requirements to earn the credits have been met. |
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. |
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. |
New Accounting Pronouncements | New Accounting Pronouncements – In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes , which will require entities to present all deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) as non-current on the balance sheet. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted, and entities may choose whether to adopt this update prospectively or retrospectively. We have evaluated ASU 2015-17 and determined that its adoption will not have a material effect on our financial position or earnings. On December 31, 2015, we elected to adopt ASU 2015-17 and change our method of classifying DTAs and DTLs as either current or non-current to classifying all DTAs and DTLs as non-current, and have chosen to apply a prospective method. Prior balance sheets were not retrospectively adjusted. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments , that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. This guidance is effective for public companies for interim and annual periods beginning after December 15, 2015. Early adoption is permitted for all entities. We have evaluated ASU 2015-16 and determined that its adoption will not have a material effect on our financial position or earnings. In April 2015, the FASB issued 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. 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. We have evaluated ASU 2015-03 and determined that its adoption will not have a material effect on our financial position or earnings. On December 31, 2015, we elected to adopt ASU 2015-03 and change our method of classifying debt issuance costs whereby we will include debt issuance costs as a reduction to the related debt liability. The guidance was applied on a retrospective basis as prior balance sheets were adjusted. 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 current revenue recognition guidance, including industry-specific guidance. In addition, ASU 2014-09 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 was effective for annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers . The amendments in this ASU defer the effective date of ASU 2014-09. Public companies should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We continue to evaluate the expected impact of this new guidance and available adoption methods. |
NATURE OF OPERATIONS AND SUMM23
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Available-for-sale Securities | We had the following available-for-sale equity securities as of December 31, 2014 : Cost Gross Unrealized Gain Fair Value Marketable equity securities $ 1,100 $ 39,850 $ 40,950 |
Activity in the Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts is as follows: Years Ended December 31, 2015 2014 2013 Beginning balance $ 557 $ 1,691 $ 1,771 Provision 692 (769 ) 791 Write-offs (529 ) (365 ) (871 ) Ending balance $ 720 $ 557 $ 1,691 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: Years Ended December 31, 2015 2014 2013 Prepaid expenses $ 17,882 $ 11,578 $ 10,006 Other receivables 12,294 10,599 6,715 Prepaid expenses and other current assets $ 30,176 $ 22,177 $ 16,721 |
Accrued Expenses | Accrued expenses consist of the following: As of December 31, 2015 2014 Accrued bonus $ 59,006 $ 38,938 Accrued vacation 9,826 8,106 Accrued payroll 9,386 19,846 Accrued commissions 9,904 4,878 Accrued compensation expenses $ 88,122 $ 71,768 Other accrued liabilities $ 42,636 $ 31,162 Accrued property and equipment additions 8,816 5,871 Accrued expenses $ 51,452 $ 37,033 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | The following table reconciles the weighted average shares outstanding for basic and diluted net income (loss) per share for the periods indicated: Years Ended December 31, 2015 2014 2013 Net income (loss) $ 14,027 $ (3,119 ) $ 2,594 Weighted average shares used in computing basic net income (loss) per share 38,611 37,862 36,856 Net income (loss) per share – Basic $ 0.36 $ (0.08 ) $ 0.07 Net income (loss) $ 14,027 $ (3,119 ) $ 2,594 Weighted average shares used in computing basic net income (loss) per share 38,611 37,862 36,856 Effect of dilutive securities 1,014 — 1,401 Weighted average shares used in computing diluted net income (loss) per share 39,625 37,862 38,257 Net income (loss) per share – Diluted $ 0.35 $ (0.08 ) $ 0.07 |
FAIR VALUE OF FINANCIAL INSTR25
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 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 December 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 December 31, 2015, Using Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market $ 10,006 $ — $ — $ 10,006 Debt Securities: MDP Accelerator portfolio $ — $ — $ 1,250 $ 1,250 Total assets $ 10,006 $ — $ 1,250 $ 11,256 Interest rate swap liability (a) $ — $ (210 ) $ — $ (210 ) Total liabilities $ — $ (210 ) $ — $ (210 ) 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 (b) $ — $ (244 ) $ — $ (244 ) Total liabilities $ — $ (244 ) $ — $ (244 ) (a) Recorded in other short-term liabilities on the Consolidated Balance Sheets. (b) 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 our financial instruments measured at fair value using unobservable inputs (Level 3) as of the years ended December 31, 2015 and 2014 : Fair Value Measurements Using Unobservable Inputs (Level 3) Year Ended December 31, 2015 Year Ended December 31, 2014 Balance, beginning of period $ 750 $ — Conversion (250 ) — Additions 750 750 Balance, end of period $ 1,250 $ 750 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: Years Ended December 31, 2015 2014 Equipment $ 113,221 $ 93,583 Furniture and fixtures 25,152 14,760 Leasehold improvements 32,534 18,113 Aircraft 15,054 15,054 Building 131,746 131,746 Building improvements 81,163 49,671 Land 23,059 23,059 Land improvements 5,893 4,339 Total property and equipment, at cost 427,822 350,325 Accumulated depreciation (115,965 ) (96,416 ) Construction in progress 9,667 17,643 Property and equipment, net $ 321,524 $ 271,552 |
CAPITALIZED SOFTWARE COSTS (Tab
CAPITALIZED SOFTWARE COSTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Schedule of Capitalized Software | Capitalized software consisted of the following: Years ended December 31, 2015 2014 Capitalized internal-use software development costs $ 114,484 $ 72,666 Acquired third party software licenses for internal use 25,710 15,873 Total gross capitalized software for internal-use 140,194 88,539 Accumulated amortization (61,603 ) (34,972 ) Capitalized internal-use software in process 28,926 3,007 Total capitalized software costs $ 107,517 $ 56,574 |
GOODWILL AND PURCHASED INTANG28
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 : Gross balance as of January 1, 2014 $ 198,049 Gross balance as of December 31, 2014 $ 198,049 Goodwill recorded in connection with the acquisition of Razor Insights, LLC 31,108 Gross balance as of December 31, 2015 $ 229,157 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | ntangible assets acquired as of December 31, 2015 and 2014 are as follows: December 31, 2015 Gross Accumulated Amortization Net Developed technology $ 13,500 $ (9,575 ) $ 3,925 Customer relationships 25,434 (12,100 ) 13,334 Doctor network 104,000 (15,196 ) 88,804 Drug information content 10,000 (5,608 ) 4,392 Trade name 11,500 (3,224 ) 8,276 Trademark 100 (2 ) 98 Above market leases 2,967 (2,449 ) 518 Leases in place 15,557 (8,892 ) 6,665 Total $ 183,058 $ (57,046 ) $ 126,012 December 31, 2014 Gross Accumulated Amortization Net Developed technology $ 9,721 $ (6,294 ) $ 3,427 Customer relationships 21,434 (9,555 ) 11,879 Doctor network 104,000 (9,792 ) 94,208 Drug information content 10,000 (3,608 ) 6,392 Trade name 11,500 (2,074 ) 9,426 Non-compete agreement 1,178 (873 ) 305 Above market leases 3,016 (916 ) 2,100 Leases in place 19,695 (8,065 ) 11,630 Total $ 180,544 $ (41,177 ) $ 139,367 |
Schedule of Finite Lived Intangible Assets Future Amortization Expense | Estimated amortization expense, based upon our intangible assets at December 31, 2015 , is as follows: Year ending December 31, Amount 2016 20,290 2017 15,872 2018 14,597 2019 13,993 2020 12,650 Thereafter 48,610 Total $ 126,012 |
OPERATING LEASES AND OTHER CO29
OPERATING LEASES AND OTHER COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows: Year ending December 31, Future Rent Payments 2016 $ 13,524 2017 14,060 2018 13,881 2019 13,388 2020 12,462 Thereafter 86,333 Total minimum lease payments $ 153,648 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future principal payments of the unsecured term loan facility at December 31, 2015 were as follows: Amount 2016 $ 11,250 2017 15,000 2018 20,625 2019 28,125 2020 225,000 Total $ 300,000 Less current portion 11,250 Long-term portion $ 288,750 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of the interest rate swap recognized in other short-term liabilities and in OCI was as follows: Fair Value Effective Date Notional Amount Fixed Rate Maturity December 31, 2015 December 31, 2014 August 31, 2013 120,000 0.8396 % August 31, 2016 $ (210 ) $ (244 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 Stock-based compensation charged to: Direct operating $ 14,558 $ 12,009 $ 7,778 Selling and marketing 18,457 14,581 12,057 Research and development 8,956 7,221 4,238 General and administrative 22,163 21,747 18,575 Total stock-based compensation expense $ 64,134 $ 55,558 $ 42,648 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents the stock option activity for the year ended December 31, 2015 : Shares Weighted- Weighted- Aggregate Outstanding – January 1, 2015 1,850 $ 65.14 Granted 278 129.25 Exercised (436 ) 37.79 Forfeited (134 ) 126.88 Outstanding – as of December 31, 2015 1,558 78.94 5.8 $ 132,465 Exercisable – as of December 31, 2015 1,075 $ 57.50 4.9 $ 112,311 Vested and expected to vest as of December 31, 2015 1,482 $ 76.04 5.7 $ 129,955 Weighted-average fair value of options granted for the year ended December 31, 2015 $ 49.29 |
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, 2015 2014 2013 Risk-free interest rate 1.06% - 1.57% .66% - 1.67% .35% - .75% Expected dividend yield —% —% —% Expected option term (years) 3.0 - 5.0 3.0 - 5.0 3.0 - 5.0 Expected stock volatility 40% - 42% 46% - 47% 41% - 45% |
Schedule of Nonvested Restricted Stock Units Activity | The following table presents the restricted stock unit activity for the year ended December 31, 2015 : Shares Weighted- Outstanding – January 1, 2015 1,210 $ 124.65 Granted 576 132.31 Vested (483 ) 103.31 Forfeited (150 ) 101.56 Outstanding – as of December 31, 2015 1,153 $ 136.06 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) before Income Tax | The components of income (loss) before income tax (provision) benefit for the years ended December 31, 2015, 2014, and 2013 were as follows: 2015 2014 2013 U.S. $ 17,130 $ (4,579 ) $ 1,536 Non-U.S. 1,756 715 695 Total $ 18,886 $ (3,864 ) $ 2,231 |
Current Foreign Tax Expense (Benefit) | The components of our income tax (provision) benefit for the years ended December 31, 2015, 2014, and 2013 were as follows: 2015 2014 2013 Current Provision: Federal $ (11,810 ) $ (9,656 ) $ (4,225 ) State (764 ) (884 ) (1,495 ) Foreign (827 ) (385 ) (961 ) (13,401 ) (10,925 ) (6,681 ) Deferred Benefit: Federal 5,787 10,695 5,291 State 2,565 906 1,753 Foreign 190 69 — 8,542 11,670 7,044 Total income tax (provision) benefit $ (4,859 ) $ 745 $ 363 |
Schedule of Deferred Tax Assets and Liabilities | The components of our deferred income taxes as of December 31, 2015 and 2014 were as follows: 2015 2014 Deferred tax assets: State net operating loss carryforward $ 1,898 $ 1,694 Research and development tax credits 3,644 3,328 Allowances for accounts receivable 362 1,168 Deferred rent obligation 12,073 7,555 Stock compensation 29,306 25,264 Other accrued liabilities 2,860 2,223 Deferred revenue 20,107 17,797 Other 1,557 1,473 Total gross deferred tax assets 71,807 60,502 Valuation allowance (4,041 ) (3,420 ) Total deferred tax assets 67,766 57,082 Deferred tax liabilities: Intangible assets (34,599 ) (40,463 ) Capitalized software (23,624 ) (15,769 ) Property and equipment (10,502 ) (4,621 ) Investments 80 (14,913 ) Total deferred tax liabilities (68,645 ) (75,766 ) Net deferred tax liabilities $ (879 ) $ (18,684 ) |
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, 2015, 2014, and 2013 : 2015 2014 2013 Income tax computed at federal statutory tax rate 35 % 35 % 35 % State taxes, net of federal benefit 7 % 6 % (6 )% Research and development credits (32 )% 86 % (98 )% Permanent differences 13 % (87 )% 20 % Valuation allowance 3 % (21 )% 33 % Effective income tax rate 26 % 19 % (16 )% |
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: 2015 2014 2013 Beginning uncertain tax benefits $ 5,813 $ 4,851 $ 1,761 Prior year – decreases — (79 ) (537 ) Prior year – increases 508 887 501 Acquired balances — — 2,339 Current year - decreases (454 ) (212 ) — Current year – increases 1,797 366 787 Ending uncertain tax benefits $ 7,664 $ 5,813 $ 4,851 |
QUARTERLY FINANCIAL INFORMATI33
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Selected quarterly financial information follows for the year ended December 31, 2015 : First Quarter Second Quarter Third Quarter Fourth Quarter Year Revenue: Business services $ 197,763 $ 215,403 $ 224,990 $ 247,919 $ 886,075 Implementation and other 8,671 9,291 11,078 9,613 38,653 Total revenue 206,434 224,694 236,068 257,532 924,728 Expense: Direct operating 84,557 89,899 94,850 97,253 366,559 Selling and marketing 53,365 54,413 55,927 66,196 229,901 Research and development 23,728 24,387 22,560 23,579 94,254 General and administrative 36,212 36,103 34,778 37,484 144,577 Depreciation and amortization 20,352 22,101 24,763 26,277 93,493 Total expense 218,214 226,903 232,878 250,789 928,784 Operating (loss) income (11,780 ) (2,209 ) 3,190 6,743 (4,056 ) Other (expense) income: Interest expense (1,059 ) (1,513 ) (1,620 ) (1,604 ) (5,796 ) Other income 44 21,081 7,590 23 28,738 Total other (expense) income (1,015 ) 19,568 5,970 (1,581 ) 22,942 (Loss) income before income tax benefit (provision) (12,795 ) 17,359 9,160 5,162 18,886 Income tax benefit (provision) 3,963 (8,010 ) (3,365 ) 2,553 (4,859 ) Net (loss) income $ (8,832 ) $ 9,349 $ 5,795 $ 7,715 $ 14,027 Net (loss) income per share – Basic $ (0.23 ) $ 0.24 $ 0.15 $ 0.20 $ 0.36 Net (loss) income per share – Diluted $ (0.23 ) $ 0.24 $ 0.15 $ 0.19 $ 0.35 Weighted average shares used in computing net (loss) income per share: Basic 38,278 38,574 38,714 38,873 38,611 Diluted 38,278 39,340 39,536 39,809 39,625 Selected quarterly financial information follows for the year ended December 31, 2014 : First Second Third Fourth Year 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 |
NATURE OF OPERATIONS AND SUMM34
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Vote / sharesSeriessourceSegmentshares | Dec. 31, 2014USD ($)Segmentshares | Dec. 31, 2013USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | 1 | |
Number of revenue sources | source | 2 | ||
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 | $ 28,100,000 | $ 15,500,000 | $ 14,200,000 |
Impairment gain (loss) for long lived assets | 0 | 0 | 0 |
Impairment losses recognized | $ 0 | $ 0 | 0 |
Preferred stock, shares authorized (shares) | shares | 5,000,000 | 5,000,000 | |
Preferred stock, shares outstanding (shares) | shares | 0 | 0 | |
Votes per share entitled to common stockholders | Vote / shares | 1 | ||
Related party transaction, total expense | $ 23,600,000 | $ 11,300,000 | 1,500,000 |
Related party transaction, total payable | 2,300,000 | 1,300,000 | |
Proceeds from incentive programs | $ 4,100,000 | 1,200,000 | |
Aircraft | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment (in years) | 20 years | ||
Land improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment (in years) | 10 years | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Number of series (more than) | Series | 1 | ||
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] | |||
Estimated useful life of property and equipment (in years) | 3 years | ||
Minimum | Building | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment (in years) | 30 years | ||
Minimum | Building improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment (in years) | 10 years | ||
Maximum | Developed technology | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of the software (in years) | 5 years | ||
Maximum | Furniture fixtures and equipment | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment (in years) | 5 years | ||
Maximum | Building | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment (in years) | 40 years | ||
Maximum | Building improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment (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 | ||
Defined Contribution Pension Plan | |||
Significant Accounting Policies [Line Items] | |||
Defined contribution plan, employer discretionary contribution amount | $ 5,300,000 | 4,500,000 | $ 3,200,000 |
Marketable equity securities | |||
Significant Accounting Policies [Line Items] | |||
Available-for-sale investments: | $ 0 | $ 40,950,000 |
NATURE OF OPERATIONS AND SUMM35
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Schedule of Available for Sale Securities (Details) - Marketable equity securities - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 1,100,000 | |
Gross Unrealized Gain | 39,850,000 | |
Fair Value | $ 0 | $ 40,950,000 |
NATURE OF OPERATIONS AND SUMM36
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 557 | $ 1,691 | $ 1,771 |
Provision | 692 | (769) | 791 |
Write-offs | (529) | (365) | (871) |
Ending balance | $ 720 | $ 557 | $ 1,691 |
NATURE OF OPERATIONS AND SUMM37
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued bonus | $ 59,006 | $ 38,938 |
Accrued vacation | 9,826 | 8,106 |
Accrued payroll | 9,386 | 19,846 |
Accrued commissions | 9,904 | 4,878 |
Accrued compensation expenses | 88,122 | 71,768 |
Other Accrued Liabilities, Current | 42,636 | 31,162 |
Accrued property and equipment additions | 8,816 | 5,871 |
Accrued expenses | $ 51,452 | $ 37,033 |
NATURE OF OPERATIONS AND SUMM38
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid expenses | $ 17,882 | $ 11,578 | $ 10,006 |
Other receivables | 12,294 | 10,599 | 6,715 |
Prepaid expenses and other current assets | $ 30,176 | $ 22,177 | $ 16,721 |
BUSINESS COMBINATIONS Narrative
BUSINESS COMBINATIONS Narrative (Details) - USD ($) $ in Thousands | Jan. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 229,157 | $ 198,049 | $ 198,049 | |
RazorInsights | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business, gross | $ 39,900 | |||
Measurement period adjustments | 1,000 | |||
Fair value of assets acquired | 8,900 | |||
Goodwill | 31,100 | |||
Transaction costs associated with the acquisition | 300 | |||
Technology-Based Intangible Assets | RazorInsights | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | 7,000 | |||
Customer Relationships | RazorInsights | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 4,000 |
NET INCOME (LOSS) PER SHARE Net
NET INCOME (LOSS) PER SHARE Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ 7,715 | $ 5,795 | $ 9,349 | $ (8,832) | $ 8,729 | $ (1,631) | $ (2,162) | $ (8,055) | $ 14,027 | $ (3,119) | $ 2,594 |
Weighted average shares used in computing basic net income (loss) per share (shares) | 38,873 | 38,714 | 38,574 | 38,278 | 38,097 | 37,999 | 37,860 | 37,484 | 38,611 | 37,862 | 36,856 |
Net (loss) income per share - Basic (in dollars per share) | $ 0.20 | $ 0.15 | $ 0.24 | $ (0.23) | $ 0.23 | $ (0.04) | $ (0.06) | $ (0.21) | $ 0.36 | $ (0.08) | $ 0.07 |
Effect of dilutive securities (shares) | 1,014 | 0 | 1,401 | ||||||||
Weighted average shares used in computing diluted net income (loss) per share (shares) | 39,809 | 39,536 | 39,340 | 38,278 | 39,040 | 37,999 | 37,860 | 37,484 | 39,625 | 37,862 | 38,257 |
Net (loss) income per share - Diluted (in dollars per share) | $ 0.19 | $ 0.15 | $ 0.24 | $ (0.23) | $ 0.22 | $ (0.04) | $ (0.06) | $ (0.21) | $ 0.35 | $ (0.08) | $ 0.07 |
NET INCOME (LOSS) PER SHARE Nar
NET INCOME (LOSS) PER SHARE Narrative (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Options and restricted stock units which have an antidilutive effect (shares) | 0.7 | 0.4 |
FAIR VALUE OF FINANCIAL INSTR42
FAIR VALUE OF FINANCIAL INSTRUMENTS Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate cash flow hedge gain (loss) reclassified to earnings, net | $ 0 | $ 0 |
Gain (loss) on interest rate cash flow hedge ineffectiveness | 0 | 0 |
Other Long Term Liabilities | Designated as Hedging Instrument | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of swap recognized | 210,000 | 244,000 |
Senior Credit Facility, 2015 | Unsecured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amount outstanding on facility | 300,000,000 | |
Senior Credit Facility | Unsecured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
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 | $ 0 | $ 35,000,000 |
FAIR VALUE OF FINANCIAL INSTR43
FAIR VALUE OF FINANCIAL INSTRUMENTS Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 11,256,000 | $ 41,700,000 |
Interest rate swap liability | (210,000) | (244,000) |
Total liabilities | (210,000) | (244,000) |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 10,006,000 | 40,950,000 |
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 | (210,000) | (244,000) |
Total liabilities | (210,000) | (244,000) |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 1,250,000 | 750,000 |
Interest rate swap liability | 0 | 0 |
Total liabilities | 0 | 0 |
Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments: | 0 | 40,950,000 |
Marketable equity securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments: | 40,950,000 | |
Marketable equity securities | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments: | 40,950,000 | |
Marketable equity securities | Fair Value, Measurements, Recurring | 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 | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments: | 0 | |
Money market | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 10,006,000 | |
Money market | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 10,006,000 | |
Money market | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | |
Money market | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | |
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities: | 1,250,000 | 750,000 |
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities: | 0 | 0 |
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities: | 0 | 0 |
MDP Accelerator portfolio | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities: | $ 1,250,000 | $ 750,000 |
FAIR VALUE OF FINANCIAL INSTR44
FAIR VALUE OF FINANCIAL INSTRUMENTS Reconciliations for Fair Values of Financial Instruments Determined by Level 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
MDP Accelerator portfolio | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 750 | $ 0 |
Additions | 750 | 750 |
Balance, end of period | 1,250 | 750 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Conversion | $ (250) | $ 0 |
PROPERTY AND EQUIPMENT Narrativ
PROPERTY AND EQUIPMENT Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Capital leases | $ 0 | $ 0 | |
Property and equipment, depreciation expense | $ 40,100,000 | $ 31,500,000 | $ 25,500,000 |
PROPERTY AND EQUIPMENT Schedule
PROPERTY AND EQUIPMENT Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 427,822 | $ 350,325 |
Accumulated depreciation | (115,965) | (96,416) |
Construction in progress | 9,667 | 17,643 |
Property and equipment, net | 321,524 | 271,552 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 113,221 | 93,583 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 25,152 | 14,760 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 32,534 | 18,113 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 15,054 | 15,054 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 131,746 | 131,746 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 81,163 | 49,671 |
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 | $ 5,893 | $ 4,339 |
CAPITALIZED SOFTWARE COSTS Narr
CAPITALIZED SOFTWARE COSTS Narrative (Details) $ in Thousands | Jan. 23, 2015USD ($)facility | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | ||||
Capitalized software amortization expense | $ 53,400 | $ 33,200 | $ 18,000 | |
Future amortization expense for software development, year one | 20,290 | |||
Future amortization expense for software development, year two | 15,872 | |||
Future amortization expense for software development, year three | 14,597 | |||
Developed technology | ||||
Business Acquisition [Line Items] | ||||
Future amortization expense for software development, year one | 54,000 | |||
Future amortization expense for software development, year two | 22,500 | |||
Future amortization expense for software development, year three | $ 2,100 | |||
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 testing site | facility | 1 |
CAPITALIZED SOFTWARE COSTS Sche
CAPITALIZED SOFTWARE COSTS Schedule of Capitalized Software (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Total gross capitalized software for internal-use | $ 140,194 | $ 88,539 |
Accumulated amortization | (61,603) | (34,972) |
Capitalized internal-use software in process | 28,926 | 3,007 |
Total capitalized software costs | 107,517 | 56,574 |
Software Development | ||
Property, Plant and Equipment [Line Items] | ||
Total gross capitalized software for internal-use | 114,484 | 72,666 |
Software Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Total gross capitalized software for internal-use | $ 25,710 | $ 15,873 |
GOODWILL AND PURCHASED INTANG49
GOODWILL AND PURCHASED INTANGIBLE ASSETS Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 24 | $ 28.6 | $ 17.9 |
Licensing Agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived license agreements | $ 0.2 |
GOODWILL AND PURCHASED INTANG50
GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning gross balance | $ 198,049 |
Goodwill recorded during the period | 31,108 |
Ending gross balance | $ 229,157 |
GOODWILL AND PURCHASED INTANG51
GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 183,058 | $ 180,544 |
Accumulated Amortization | (57,046) | (41,177) |
Net | 126,012 | 139,367 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 13,500 | 9,721 |
Accumulated Amortization | (9,575) | (6,294) |
Net | 3,925 | 3,427 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 25,434 | 21,434 |
Accumulated Amortization | (12,100) | (9,555) |
Net | 13,334 | 11,879 |
Doctor network | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 104,000 | 104,000 |
Accumulated Amortization | (15,196) | (9,792) |
Net | 88,804 | 94,208 |
Drug information content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 10,000 | 10,000 |
Accumulated Amortization | (5,608) | (3,608) |
Net | 4,392 | 6,392 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 11,500 | 11,500 |
Accumulated Amortization | (3,224) | (2,074) |
Net | 8,276 | 9,426 |
Trademark | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 100 | |
Accumulated Amortization | (2) | |
Net | 98 | |
Non-compete agreement | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,178 | |
Accumulated Amortization | (873) | |
Net | 305 | |
Above market leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,967 | 3,016 |
Accumulated Amortization | (2,449) | (916) |
Net | 518 | 2,100 |
Leases in place | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 15,557 | 19,695 |
Accumulated Amortization | (8,892) | (8,065) |
Net | $ 6,665 | $ 11,630 |
GOODWILL AND PURCHASED INTANG52
GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Finite Lived Intangible Assets Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 20,290 | |
2,017 | 15,872 | |
2,018 | 14,597 | |
2,019 | 13,993 | |
2,020 | 12,650 | |
Thereafter | 48,610 | |
Net | $ 126,012 | $ 139,367 |
OPERATING LEASES AND OTHER CO53
OPERATING LEASES AND OTHER COMMITMENTS Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)location | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Leases [Abstract] | |||
Number of locations under operating lease | location | 4 | ||
Operating Leases, rent expense net | $ | $ 9.8 | $ 9.9 | $ 5.5 |
OPERATING LEASES AND OTHER CO54
OPERATING LEASES AND OTHER COMMITMENTS Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 13,524 |
2,017 | 14,060 |
2,018 | 13,881 |
2,019 | 13,388 |
2,020 | 12,462 |
Thereafter | 86,333 |
Total minimum lease payments | $ 153,648 |
DEBT Narrative (Details)
DEBT Narrative (Details) - USD ($) | May. 05, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2013 | May. 10, 2013 |
Interest Rate Swap | Designated as Hedging Instrument | |||||
Debt Instrument [Line Items] | |||||
Derivative, notional amount | $ 120,000,000 | ||||
Derivative, fixed interest rate | 0.8396% | ||||
Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 325,000,000 | ||||
Interest rate for facility | 1.74% | ||||
Senior Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | 125,000,000 | ||||
Long-term line of credit | $ 0 | $ 35,000,000 | |||
Senior Credit Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 200,000,000 | ||||
Long-term line of credit | $ 173,800,000 | ||||
Senior Credit Facility, 2015 | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 500,000,000 | ||||
Financing fees | $ 1,000,000 | ||||
Debt instrument, term | 5 years | ||||
Senior Credit Facility, 2015 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 200,000,000 | ||||
Additional borrowing capacity for Senior Credit Facility | 100,000,000 | ||||
Senior Credit Facility, 2015 | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | 300,000,000 | ||||
Long-term line of credit | $ 300,000,000 | ||||
Senior Credit Facility, 2013 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 0 | ||||
Federal Funds Effective Swap Rate | Senior Credit Facility, 2015 | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
London Interbank Offered Rate (LIBOR) | Senior Credit Facility, 2015 | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Minimum | Senior Credit Facility, 2015 | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.20% | ||||
Maximum | Senior Credit Facility, 2015 | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.40% |
DEBT Schedule of Maturities of
DEBT Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Less current portion | $ 10,762 | $ 14,550 |
Long-term portion | 287,353 | $ 157,822 |
Unsecured Debt | Senior Credit Facility | ||
Line of Credit Facility [Line Items] | ||
2,016 | 11,250 | |
2,017 | 15,000 | |
2,018 | 20,625 | |
2,019 | 28,125 | |
2,020 | 225,000 | |
Total | 300,000 | |
Less current portion | 11,250 | |
Long-term portion | $ 288,750 |
DEBT Schedule of Derivative Ins
DEBT Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2013 |
Derivatives, Fair Value [Line Items] | |||
Derivative, notional amount | $ 120,000,000 | ||
Derivative, fixed interest rate | 0.8396% | ||
Other Long Term Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Fair value of swap recognized | $ (210,000) | $ (244,000) |
STOCK-BASED COMPENSATION Narrat
STOCK-BASED COMPENSATION Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2015USD ($)Installment$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / sharesshares | Dec. 31, 2012shares | Dec. 31, 2011shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Amortization of capitalized stock-based compensation related to software development | $ 4,404,000 | $ 2,258,000 | |||
Options granted vesting period | 4 years | ||||
Options granted contractual term (in years) | 4 years 11 months | ||||
Compensation expense | $ 64,134,000 | 55,558,000 | $ 42,648,000 | ||
Unrecognized stock-based compensation expense, expected weighted-average period for recognition (in years) | 2 years 1 month 6 days | ||||
Weighted average fair value of stock options granted | $ / shares | $ 49.29 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 11,600,000 | 11,700,000 | $ 14,000,000 | ||
Amount of fair value of stock options and restricted stock units allocated to future services | $ 11,400,000 | $ 16,500,000 | |||
Weighted average fair value of stock options granted | $ / shares | $ 49.29 | $ 77.55 | $ 38.09 | ||
Intrinsic value of shares purchased | $ 44,300,000 | $ 53,500,000 | $ 53,200,000 | ||
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 | $ 93,500,000 | ||||
Unrecognized stock-based compensation expense, expected weighted-average period for recognition (in years) | 2 years 8 months 12 days | ||||
Number of annual anniversary installments | Installment | 4 | ||||
Number of quarterly anniversary installments | Installment | 4 | ||||
Compensation expense, restricted stock | $ 51,000,000 | $ 42,200,000 | $ 27,400,000 | ||
Weighted average fair value of restricted units granted | $ / shares | $ 132.31 | $ 181.81 | $ 98.34 | ||
Intrinsic value of vested restricted stock units | $ 61,600,000 | $ 78,500,000 | $ 35,200,000 | ||
Stock Option Plan 2007 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in number of shares reserved for issuance (shares) | shares | 1,660,000 | 1,850,000 | 1,300,000 | ||
Multiplier of full value of awards (shares) | shares | 1.66 | 1.3 | |||
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 | ||||
Employee Stock Purchase Plan (''2007 ESPP'') | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 1,500,000 | 1,700,000 | $ 1,200,000 | ||
Employee stock purchase price, percentage of the closing price of common stock | 85.00% | ||||
Incentive Stock Plans | Stock Option Plan 2007 | |||||
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% | ||||
Software Development Costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation capitalized | $ 7,300,000 | $ 4,700,000 |
STOCK-BASED COMPENSATION Schedu
STOCK-BASED COMPENSATION Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 64,134 | $ 55,558 | $ 42,648 |
Direct operating | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 14,558 | 12,009 | 7,778 |
Selling and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 18,457 | 14,581 | 12,057 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 8,956 | 7,221 | 4,238 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 22,163 | $ 21,747 | $ 18,575 |
STOCK-BASED COMPENSATION Sche60
STOCK-BASED COMPENSATION Schedule of Share-based Compensation, Stock Options, Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Shares | |
Beginning balance | shares | 1,850 |
Granted | shares | 278 |
Exercised | shares | (436) |
Forfeited | shares | (134) |
Outstanding – as of December 31, 2015 | shares | 1,558 |
Exercisable – as of December 31, 2015 | shares | 1,075 |
Vested and expected to vest as of December 31, 2015 | shares | 1,482 |
Weighted- Average Exercise Price | |
Beginning balance | $ 65.14 |
Granted | 129.25 |
Exercised | 37.79 |
Forfeited | 126.88 |
Ending balance | 78.94 |
Exercisable – as of December 31, 2015 | 57.50 |
Vested and expected to vest as of December 31, 2015 | 76.04 |
Weighted-average fair value of options granted for the year ended December 31, 2015 | $ 49.29 |
Weighted- Average Remaining Contractual Term (in years) | |
Outstanding – as of December 31, 2015 | 5 years 9 months |
Vested and expected to vest as of December 31, 2015 | 4 years 11 months |
Vested and expected to vest as of December 31, 2015 | 5 years 8 months 12 days |
Aggregate Intrinsic Value | |
Outstanding – as of December 31, 2015 | $ | $ 132,465 |
Exercisable – as of December 31, 2015 | $ | 112,311 |
Vested and expected to vest as of December 31, 2015 | $ | $ 129,955 |
STOCK-BASED COMPENSATION Sche61
STOCK-BASED COMPENSATION Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.06% | 0.66% | 0.35% |
Risk-free interest rate, maximum | 1.57% | 1.67% | 0.75% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock volatility, minimum | 40.00% | 46.00% | 41.00% |
Expected stock volatility, maximum | 42.00% | 47.00% | 45.00% |
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 |
STOCK-BASED COMPENSATION Sche62
STOCK-BASED COMPENSATION Schedule of Nonvested Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | |||
Beginning Balance | 1,210,000 | ||
Granted | 576,000 | ||
Vested | (483,000) | ||
Forfeited | (150,000) | ||
Ending Balance | 1,153,000 | 1,210,000 | |
Weighted- Average Grant Date Fair Value | |||
Beginning Balance | $ 124.65 | ||
Granted | 132.31 | $ 181.81 | $ 98.34 |
Vested | 103.31 | ||
Forfeited | 101.56 | ||
Ending Balance | $ 136.06 | $ 124.65 |
INCOME TAXES Narrative (Details
INCOME TAXES Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ||||
Tax benefit realized from stock-based awards | $ 10,300,000 | $ 9,900,000 | $ 6,900,000 | |
Unrecognized tax benefits | 7,664,000 | 5,813,000 | 4,851,000 | $ 1,761,000 |
Unrecognized tax benefits, if recognized, would impact effective tax rate | 6,700,000 | |||
Unrecognized tax benefits, income tax penalties and interest expense | 0 | 800,000 | ||
Unrecognized tax benefits, interest on income taxes accrued | 1,200,000 | 1,200,000 | ||
Unrecognized tax benefits, accrued interest and penalties adjustment, foreign currency translation | 300,000 | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Decrease in current tax provision by utilizing operating loss carryforwards | 12,900,000 | 9,900,000 | $ 7,000,000 | |
Operating loss carryforwards | 85,600,000 | 73,600,000 | ||
Unrecognized tax benefits | 100,000,000 | |||
R&D credits | $ 14,300,000 | |||
Federal | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards, expiration year | 2,020 | |||
Federal | Maximum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards, expiration year | 2,035 | |||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 67,900,000 | 67,700,000 | ||
Unrecognized tax benefits | 33,400,000 | |||
R&D credits | 6,700,000 | |||
Utilization of credits under the without method of accounting related to stock-based compensation | $ 4,100,000 | |||
State | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards, expiration year | 2,018 | |||
State | Stock Based Compensation Expense | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 29,200,000 | $ 32,700,000 |
INCOME TAXES Components of Inco
INCOME TAXES Components of Income (Loss) before Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||||||||
U.S. | $ 17,130 | $ (4,579) | $ 1,536 | ||||||||
Non-U.S. | 1,756 | 715 | 695 | ||||||||
Income (loss) before income tax (provision) benefit | $ 5,162 | $ 9,160 | $ 17,359 | $ (12,795) | $ 14,058 | $ (2,484) | $ (2,901) | $ (12,537) | $ 18,886 | $ (3,864) | $ 2,231 |
INCOME TAXES Current Foreign Ta
INCOME TAXES Current Foreign Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current Provision: | |||||||||||
Federal | $ (11,810) | $ (9,656) | $ (4,225) | ||||||||
State | (764) | (884) | (1,495) | ||||||||
Foreign | (827) | (385) | (961) | ||||||||
Current income tax benefit (provision), total | (13,401) | (10,925) | (6,681) | ||||||||
Deferred Benefit: | |||||||||||
Federal | 5,787 | 10,695 | 5,291 | ||||||||
State | 2,565 | 906 | 1,753 | ||||||||
Foreign | 190 | 69 | 0 | ||||||||
Deferred income taxes | 8,542 | 11,670 | 7,044 | ||||||||
Total income tax (provision) benefit | $ 2,553 | $ (3,365) | $ (8,010) | $ 3,963 | $ (5,329) | $ 853 | $ 739 | $ 4,482 | $ (4,859) | $ 745 | $ 363 |
INCOME TAXES Schedule of Deferr
INCOME TAXES Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
State net operating loss carryforward | $ 1,898 | $ 1,694 |
Research and development tax credits | 3,644 | 3,328 |
Allowances for accounts receivable | 362 | 1,168 |
Deferred rent obligation | 12,073 | 7,555 |
Stock compensation | 29,306 | 25,264 |
Other accrued liabilities | 2,860 | 2,223 |
Deferred revenue | 20,107 | 17,797 |
Other | 1,557 | 1,473 |
Total gross deferred tax assets | 71,807 | 60,502 |
Valuation allowance | (4,041) | (3,420) |
Total deferred tax assets | 67,766 | 57,082 |
Deferred tax liabilities: | ||
Intangible assets | (34,599) | (40,463) |
Capitalized software | (23,624) | (15,769) |
Property and equipment | (10,502) | (4,621) |
Investments | 80 | (14,913) |
Deferred Income Tax Liabilities, Net | (68,645) | (75,766) |
Total deferred tax liabilities | $ (879) | $ (18,684) |
INCOME TAXES Schedule of Effect
INCOME TAXES Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income tax computed at federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 7.00% | 6.00% | (6.00%) |
Research and development credits | (32.00%) | 86.00% | (98.00%) |
Permanent differences | 13.00% | (87.00%) | 20.00% |
Valuation allowance | 3.00% | (21.00%) | 33.00% |
Effective income tax rate | 26.00% | 19.00% | (16.00%) |
INCOME TAXES Summary of Positio
INCOME TAXES Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning uncertain tax benefits | $ 5,813 | $ 4,851 | $ 1,761 |
Prior year – decreases | 0 | (79) | (537) |
Prior year – increases | 508 | 887 | 501 |
Acquired balances | 0 | 0 | 2,339 |
Current year - decreases | (454) | (212) | 0 |
Current year – increases | 1,797 | 366 | 787 |
Ending uncertain tax benefits | $ 7,664 | $ 5,813 | $ 4,851 |
QUARTERLY FINANCIAL INFORMATI69
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||||||||||
Business services | $ 247,919 | $ 224,990 | $ 215,403 | $ 197,763 | $ 201,072 | $ 179,711 | $ 175,949 | $ 154,502 | $ 886,075 | $ 711,234 | $ 563,237 |
Implementation and other | 9,613 | 11,078 | 9,291 | 8,671 | 12,142 | 10,717 | 9,973 | 8,533 | 38,653 | 41,365 | 31,766 |
Total revenue | 257,532 | 236,068 | 224,694 | 206,434 | 213,214 | 190,428 | 185,922 | 163,035 | 924,728 | 752,599 | 595,003 |
Expense: | |||||||||||
Direct operating | 97,253 | 94,850 | 89,899 | 84,557 | 76,274 | 79,343 | 74,774 | 72,148 | 366,559 | 302,539 | 238,672 |
Selling and marketing | 66,196 | 55,927 | 54,413 | 53,365 | 50,533 | 45,206 | 50,722 | 43,227 | 229,901 | 189,688 | 149,488 |
Research and development | 23,579 | 22,560 | 24,387 | 23,728 | 19,802 | 18,087 | 16,417 | 15,155 | 94,254 | 69,461 | 57,639 |
General and administrative | 37,484 | 34,778 | 36,103 | 36,212 | 33,592 | 31,800 | 30,443 | 29,357 | 144,577 | 125,192 | 99,776 |
Depreciation and amortization | 26,277 | 24,763 | 22,101 | 20,352 | 18,071 | 17,258 | 15,186 | 14,249 | 93,493 | 64,764 | 43,575 |
Total expense | 250,789 | 232,878 | 226,903 | 218,214 | 198,272 | 191,694 | 187,542 | 174,136 | 928,784 | 751,644 | 589,150 |
Operating (loss) income | 6,743 | 3,190 | (2,209) | (11,780) | 14,942 | (1,266) | (1,620) | (11,101) | (4,056) | 955 | 5,853 |
Other income (expense): | |||||||||||
Interest expense | (1,604) | (1,620) | (1,513) | (1,059) | (911) | (1,244) | (1,275) | (1,265) | (5,796) | (4,695) | (3,905) |
Other income | 23 | 7,590 | 21,081 | 44 | 27 | 26 | (6) | (171) | 28,738 | (124) | 283 |
Total other income (expense) | (1,581) | 5,970 | 19,568 | (1,015) | (884) | (1,218) | (1,281) | (1,436) | 22,942 | (4,819) | (3,622) |
Income (loss) before income tax (provision) benefit | 5,162 | 9,160 | 17,359 | (12,795) | 14,058 | (2,484) | (2,901) | (12,537) | 18,886 | (3,864) | 2,231 |
Income tax benefit (provision) | 2,553 | (3,365) | (8,010) | 3,963 | (5,329) | 853 | 739 | 4,482 | (4,859) | 745 | 363 |
Net income (loss) | $ 7,715 | $ 5,795 | $ 9,349 | $ (8,832) | $ 8,729 | $ (1,631) | $ (2,162) | $ (8,055) | $ 14,027 | $ (3,119) | $ 2,594 |
Net (loss) income per share - Basic (in dollars per share) | $ 0.20 | $ 0.15 | $ 0.24 | $ (0.23) | $ 0.23 | $ (0.04) | $ (0.06) | $ (0.21) | $ 0.36 | $ (0.08) | $ 0.07 |
Net (loss) income per share - Diluted (in dollars per share) | $ 0.19 | $ 0.15 | $ 0.24 | $ (0.23) | $ 0.22 | $ (0.04) | $ (0.06) | $ (0.21) | $ 0.35 | $ (0.08) | $ 0.07 |
Weighted average shares used in computing net (loss) income per share: | |||||||||||
Basic (in shares) | 38,873 | 38,714 | 38,574 | 38,278 | 38,097 | 37,999 | 37,860 | 37,484 | 38,611 | 37,862 | 36,856 |
Diluted (in shares) | 39,809 | 39,536 | 39,340 | 38,278 | 39,040 | 37,999 | 37,860 | 37,484 | 39,625 | 37,862 | 38,257 |