Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 12, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MDAS | ||
Entity Registrant Name | MEDASSETS INC | ||
Entity Central Index Key | 1254419 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 60,221,738 | ||
Entity Public Float | $1,333,974,905 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $12,100 | $2,790 |
Accounts receivable, net of allowances of $2,641 and $2,568 as of December 31, 2014 and December 31, 2013, respectively | 127,741 | 87,636 |
Deferred tax asset, current portion | 5,782 | 4,535 |
Prepaid expenses and other current assets | 30,557 | 24,059 |
Total current assets | 176,180 | 119,020 |
Property and equipment, net | 170,318 | 157,747 |
Other long term assets | ||
Goodwill | 1,058,414 | 1,027,847 |
Intangible assets, net | 276,407 | 267,440 |
Other | 37,477 | 41,695 |
Other long term assets | 1,372,298 | 1,336,982 |
Total assets | 1,718,796 | 1,613,749 |
Current liabilities | ||
Accounts payable | 26,910 | 24,066 |
Accrued revenue share obligation and rebates | 91,864 | 77,398 |
Accrued payroll and benefits | 32,784 | 41,587 |
Other accrued expenses | 9,040 | 12,126 |
Deferred revenue, current portion | 76,034 | 46,523 |
Current portion of notes payable | 29,583 | 15,500 |
Current portion of finance obligation | 294 | 255 |
Total current liabilities | 266,509 | 217,455 |
Notes payable, less current portion | 526,417 | 424,000 |
Bonds payable | 325,000 | 325,000 |
Finance obligation, less current portion | 8,475 | 8,781 |
Deferred revenue, less current portion | 15,418 | 16,369 |
Deferred tax liability | 116,607 | 121,083 |
Other long term liabilities | 13,883 | 11,272 |
Total liabilities | 1,272,309 | 1,123,960 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.01 par value, 150,000,000 shares authorized; 60,199,000 and 61,740,000 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 602 | 617 |
Additional paid-in capital | 694,235 | 717,132 |
Accumulated deficit | -248,350 | -227,960 |
Total stockholders' equity | 446,487 | 489,789 |
Total liabilities and stockholders' equity | $1,718,796 | $1,613,749 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowances on accounts receivable | $2,641 | $2,568 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 60,199,000 | 61,740,000 |
Common stock, shares outstanding | 60,199,000 | 61,740,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
Administrative fees, net | $291,363 | $289,475 | $266,915 |
Other service fees | 428,866 | 390,941 | 373,206 |
Total net revenue | 720,229 | 680,416 | 640,121 |
Operating expenses: | |||
Cost of revenue (inclusive of amortization expense of $3,131, $2,157 and $2,416 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively) | 171,852 | 151,950 | 138,618 |
Product development expenses | 31,133 | 30,874 | 28,483 |
Selling and marketing expenses | 67,426 | 61,427 | 60,438 |
General and administrative expenses | 237,617 | 231,826 | 218,194 |
Restructuring, acquisition and integration-related expenses | 7,512 | 10,070 | 6,348 |
Depreciation | 48,096 | 40,803 | 30,190 |
Amortization of intangibles | 57,593 | 62,723 | 72,652 |
Impairment of goodwill | 52,539 | ||
Total operating expenses | 673,768 | 589,673 | 554,923 |
Operating income | 46,461 | 90,743 | 85,198 |
Other income (expense): | |||
Interest (expense) | -45,563 | -46,907 | -66,045 |
Loss on debt extinguishment | -28,196 | ||
Other income | 315 | 287 | 685 |
Income (loss) before income taxes | 1,213 | 44,123 | -8,358 |
Income tax expense (benefit) | 21,603 | 16,682 | -1,480 |
Net (loss) income | ($20,390) | $27,441 | ($6,878) |
Basic and diluted income (loss) per share: | |||
Basic net (loss) income per share | ($0.34) | $0.46 | ($0.12) |
Diluted net (loss) income per share | ($0.34) | $0.45 | ($0.12) |
Weighted average shares - basic | 59,811 | 59,705 | 57,452 |
Weighted average shares - diluted | 59,811 | 61,178 | 57,452 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Amortization expense | $3,131 | $2,157 | $2,416 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |
Net (loss) income | ($6,878) |
Unrealized (loss) from hedging activities for the period | -1,687 |
Income tax benefit related to hedging activities for the period | 521 |
Reclassification of realized loss into earnings from hedging activities | 8,209 |
Reclassification of income tax benefit into earnings from hedging activities | -2,982 |
Comprehensive (loss) income | ($2,817) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands, except Share data | |||||
Balances at Dec. 31, 2011 | $418,613 | $579 | $670,618 | ($248,523) | ($4,061) |
Balances, Shares at Dec. 31, 2011 | 57,857,000 | ||||
Issuance of common stock from stock option and SSAR exercises and restricted stock issuances, net | 7,684 | 15 | 7,669 | ||
Issuance of common stock from stock option and SSAR exercises and restricted stock issuances, net | 1,529,000 | ||||
Stock compensation expense | 10,291 | 10,291 | |||
Repurchase of common stock | -600 | -1 | -599 | ||
Repurchase of common stock, Shares | -62,334 | -62,000 | |||
Excess tax benefit from equity award exercises, net | 452 | 452 | |||
Unrealized loss from hedging activities | -1,166 | -1,166 | |||
Reclassification of realized loss into earnings from hedging activities | 5,227 | 5,227 | |||
Net income | -6,878 | -6,878 | |||
Balances at Dec. 31, 2012 | 433,623 | 593 | 688,431 | -255,401 | |
Balances, Shares at Dec. 31, 2012 | 59,324,000 | ||||
Issuance of common stock from stock option and SSAR exercises and restricted stock issuances, net | 10,116 | 24 | 10,092 | ||
Issuance of common stock from stock option and SSAR exercises and restricted stock issuances, net | 2,416,000 | ||||
Stock compensation expense | 14,496 | 14,496 | |||
Excess tax benefit from equity award exercises, net | 4,113 | 4,113 | |||
Net income | 27,441 | 27,441 | |||
Balances at Dec. 31, 2013 | 489,789 | 617 | 717,132 | -227,960 | |
Balances, Shares at Dec. 31, 2013 | 61,740,000 | 61,740,000 | |||
Issuance of common stock from stock option and SSAR exercises and restricted stock issuances, net | 3,610 | 4 | 3,606 | ||
Issuance of common stock from stock option and SSAR exercises and restricted stock issuances, net | 379,000 | ||||
Shares surrendered to pay taxes on vesting of restricted stock | -3,197 | -1 | -3,196 | ||
Shares surrendered to pay taxes on vesting of restricted stock, shares | -135,000 | ||||
Stock compensation expense | 17,849 | 17,849 | |||
Repurchase of common stock | -42,771 | -18 | -42,753 | ||
Repurchase of common stock, Shares | -1,784,645 | -1,785,000 | |||
Excess tax benefit from equity award exercises, net | 1,597 | 1,597 | |||
Net income | -20,390 | -20,390 | |||
Balances at Dec. 31, 2014 | $446,487 | $602 | $694,235 | ($248,350) | |
Balances, Shares at Dec. 31, 2014 | 60,199,000 | 60,199,000 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Income tax benefit (expense) related to hedging activities for the period | $521 |
Tax benefit on realized loss from hedging activities | -2,982 |
Accumulated Other Comprehensive Loss [Member] | |
Income tax benefit (expense) related to hedging activities for the period | 521 |
Tax benefit on realized loss from hedging activities | $2,982 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net (loss) income | ($20,390) | $27,441 | ($6,878) |
Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities: | |||
Bad debt expense | 195 | 735 | |
Depreciation | 51,227 | 42,960 | 32,049 |
Amortization of intangibles | 57,593 | 62,723 | 73,209 |
Impairment of goodwill and intangible assets | 52,539 | 3,551 | 0 |
Loss on sale of assets | 260 | 90 | 370 |
Noncash stock compensation expense | 17,849 | 14,496 | 10,291 |
Excess tax benefit from exercise of equity awards | -1,958 | -6,032 | -1,495 |
Amortization of debt issuance costs | 3,805 | 3,807 | 7,390 |
Loss on debt extinguishment | 19,987 | ||
Noncash interest expense, net | 409 | 456 | 514 |
Deferred income tax (benefit) expense | -5,564 | 2,013 | -3,212 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | -30,547 | 9,010 | 6,958 |
Prepaid expenses and other assets | -4,598 | -2,268 | -3,303 |
Other long-term assets | 1,325 | -414 | 1,969 |
Accounts payable | 3,618 | -374 | 5,572 |
Accrued revenue share obligations and rebates | 14,466 | 3,124 | 3,368 |
Accrued payroll and benefits | -10,403 | 1,502 | 6,820 |
Other accrued expenses and long-term liabilities | -1,470 | -1,926 | -4,013 |
Deferred revenue | 10,659 | -7,257 | 7,542 |
Cash provided by operating activities | 139,015 | 152,902 | 157,873 |
Investing activities | |||
Purchases of property, equipment and software, net | -21,034 | -17,643 | -26,221 |
Capitalized software development costs | -42,224 | -41,175 | -40,205 |
Acquisitions, net of cash acquired | -141,256 | ||
Cash used in investing activities | -204,514 | -58,818 | -66,426 |
Financing activities | |||
Proceeds from notes payable | 550,000 | ||
Borrowings from revolving credit facility | 216,080 | 140,000 | |
Repayment of notes payable | -25,500 | -120,500 | -578,650 |
Repayment of revolving credit facility | -74,080 | -130,000 | |
Repayment of finance obligations | -676 | -676 | -676 |
Payment of deferred purchase consideration | -120,136 | ||
Debt issuance costs | -615 | -9,777 | |
Excess tax benefit from exercise of equity awards | 1,958 | 6,032 | 1,495 |
Issuance of common stock, net | 3,610 | 10,116 | 7,684 |
Purchase of treasury shares, including shares surrendered for tax withholdings | -45,968 | -600 | |
Cash provided by (used in) financing activities | 74,809 | -105,028 | -140,660 |
Net increase (decrease) in cash and cash equivalents | 9,310 | -10,944 | -49,213 |
Cash and cash equivalents, beginning of period | 2,790 | 13,734 | 62,947 |
Cash and cash equivalents, end of period | $12,100 | $2,790 | $13,734 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Description of Business and Significant Accounting Policies | 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
We provide technology-enabled products and services that, together, deliver solutions designed to reduce total cost of care, enhance operational efficiency, align clinical delivery with advance care coordination and improve revenue performance for hospitals, health systems and other ancillary healthcare providers. Our client-specific solutions are designed to efficiently analyze detailed information across the spectrum of cost, operations, clinical delivery and reimbursement. Our solutions integrate with existing operations and enterprise software systems of our clients and provide financial improvement with minimal upfront costs or capital expenditures. Our operations and clients are primarily located throughout the United States and to a limited extent, Canada. | |||||||||||||
Basis of Presentation | |||||||||||||
The consolidated financial statements include the accounts of MedAssets, Inc. and our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of the financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates. We believe that the estimates, assumptions and judgments involved in revenue recognition, allowances for doubtful accounts and returns, product development costs, share-based payments, business combinations, impairment of goodwill, intangible assets and long-lived assets, and accounting for income taxes have the greatest potential impact on our consolidated financial statements. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
All of our highly liquid investments with original maturities of three months or less at the date of purchase are carried at cost which approximates fair value and are considered to be cash equivalents. Currently, our excess cash is voluntarily used to repay our swing-line credit facility, if any, on a daily basis and applied against our revolving credit facility on a routine basis when our swing-line credit facility is undrawn. In addition, we may periodically make voluntary repayments on our term loans. Cash and cash equivalents were $12,100 and $2,790 as of December 31, 2014 and December 31, 2013, respectively, and our swing-line balance was zero during those reporting periods. We had $152,000 and $10,000 outstanding on our revolving credit facility as of December 31, 2014 and 2013, respectively. In the event our cash balance is zero at the end of a period, any outstanding checks are recorded as accrued expenses. See Note 6 for immediately available cash under our revolving credit facility. | |||||||||||||
Additionally, we have a concentration of credit risk arising from cash deposits held in excess of federally insured amounts totaling $11,600 as of December 31, 2014. | |||||||||||||
Accounts Receivables and Allowance | |||||||||||||
Our trade accounts receivables are recorded at invoiced amounts and do not bear interest. We record an allowance for doubtful accounts against our trade receivables to reflect the balance at net realizable value on our consolidated balance sheets. | |||||||||||||
An allowance for doubtful accounts is established for accounts receivable estimated to be uncollectible due to client credit worthiness and is adjusted periodically based upon management’s evaluation of current economic conditions, historical experience and other relevant factors that, in the opinion of management, deserve recognition in estimating such allowance. Estimates related to our allowance for doubtful accounts are recorded as bad debt expense in our consolidated statement of operations. We review our allowance for doubtful accounts based upon the credit risk of specific clients, historical experience and other information. | |||||||||||||
Client Service Allowance | |||||||||||||
We maintain a client service allowance based on management’s evaluation of historical experience, current trends, individual client experience and other relevant factors that, in the opinion of management, deserve recognition in estimating such allowance. Estimates related to our client service allowance are recorded as a reduction to net revenue in our consolidated statements of operations and as a current liability in our consolidated balance sheets. | |||||||||||||
Financial Instruments | |||||||||||||
The carrying amount reported on the balance sheet for trade accounts receivable, trade accounts payable, accrued revenue share obligations and rebates, accrued payroll and benefits, and other accrued expenses approximate fair values due to the short maturities of the financial instruments. | |||||||||||||
We believe the carrying amount of notes payable approximates fair value since they bear interest at variable rates, and interest expense is accrued on notes outstanding. The current portion of notes payable represents the portion of notes payable due within one year of the period end. | |||||||||||||
The fair value of the bonds payable is calculated based on quoted market prices for the same or similar issues or on rates currently offered to the Company for similar debt instruments. | |||||||||||||
Revenue Recognition | |||||||||||||
Net revenue consists primarily of: (a) administrative fees reported under contracts with manufacturers and distributors and (b) other service fee revenue that is comprised of: (i) consulting revenues received under fixed-fee or contingent-based service contracts; (ii) subscription and implementation fees received under our software as a service (“SaaS”) agreements; and (iii) transaction and contingent fees received under service contracts. Revenue is earned primarily in the United States and to a limited extent, Canada. | |||||||||||||
Revenue is recognized when: 1) there is persuasive evidence of an arrangement; 2) the fee is fixed or determinable; 3) services have been rendered and payment has been contractually earned, and 4) collectability is reasonably assured. | |||||||||||||
Administrative Fees | |||||||||||||
Administrative fees are generated under contracted purchasing agreements with manufacturers and distributors of healthcare products and services (“vendors”). Vendors pay administrative fees to us in return for the provision of aggregated sales volumes from hospitals and health systems that purchase products qualified under our contracts. The administrative fees paid to us represent a percentage of the purchase volume of our hospitals and healthcare system clients. | |||||||||||||
We earn administrative fees in the quarter in which the respective vendors report client purchasing data to us, usually a month or a quarter in arrears of actual client purchase activity. The majority of our vendor contracts disallow netting product returns from the vendors’ administrative fee calculations in periods subsequent to their reporting dates. For those contracts that allow for netting of product returns, vendors supply us with sufficient purchase and return data needed for us to estimate and record an allowance for sales returns. | |||||||||||||
Revenue is recognized upon the receipt of vendor reports as this reporting proves that the delivery of the product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectability is reasonably assured. Our client and vendor contracts substantiate persuasive evidence of an arrangement. | |||||||||||||
Certain hospital and healthcare system clients receive a revenue share obligation. This obligation is recognized according to the clients’ contractual agreements with our group purchasing organization (“GPO”) as the related administrative fee revenue is recognized. In accordance with GAAP relating to principal agent considerations under revenue recognition, this obligation is netted against the related gross administrative fees, and is presented on the accompanying consolidated statements of operations as a reduction to arrive at total net revenue on our consolidated statements of operations. | |||||||||||||
Net administrative fees shown on our consolidated statements of operations reflect our gross administrative fees net of our revenue share obligation. Gross administrative fees include all administrative fees we receive pursuant to our GPO vendor contracts. Our revenue share obligation represents the portion of the administrative fees we are contractually obligated to share with certain of our GPO clients. The following shows the details of net administrative fee revenues for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gross administration fees | $ | 494,927 | $ | 472,113 | $ | 427,698 | |||||||
Less: Revenue share obligation | (203,564 | ) | (182,638 | ) | (160,783 | ) | |||||||
Administrative fees, net | $ | 291,363 | $ | 289,475 | $ | 266,915 | |||||||
Other Service Fees | |||||||||||||
Consulting Fees | |||||||||||||
We generate revenue from fixed-fee consulting contracts. Revenue under these fixed-fee arrangements is recognized based on a proportional performance method as services are performed and deliverables are provided, as long as all other elements of SAB 104 are met. | |||||||||||||
Consulting Fees with Performance Targets | |||||||||||||
We generate revenue from consulting contracts that also include performance targets. The performance targets generally relate to committed financial improvement to our clients from the use and implementation of initiatives that result from our consulting services. Performance targets are measured as our strategic initiatives are identified and implemented, and the financial improvement can be quantified by the client. In the event the performance targets are not achieved, we are obligated to refund or reduce a portion of our fees. | |||||||||||||
Under these arrangements, all revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released as evidenced by client acceptance. All revenues are fixed and determinable and the applicable service is rendered prior to recognition in the financial statements in accordance with SAB 104. One-time or non-recurring performance fees are recognized proportionately over the contract term in the period in which they are earned. We do not defer any related costs under these types of arrangements. | |||||||||||||
Subscription and Implementation Fees | |||||||||||||
We follow GAAP for revenue recognition relating to arrangements that include the right to use software stored on another entity’s hardware for our SaaS-based solutions. Our clients are typically charged upfront non-refundable fees for implementation and recurring host subscription fees for access to web-based services. Our clients have access to our software applications while the data is hosted and maintained on our servers. Our clients cannot take physical possession of the software applications. Revenue from monthly hosting arrangements and services is recognized on a subscription basis over the period in which our clients have access to the product. Implementation fees are typically billed at the beginning of the arrangement and recognized as revenue over the greater of the subscription period or the estimated client relationship period beginning at client acceptance. We currently estimate the client relationship period at six years for our SaaS-based Revenue Cycle Management solutions. Contract subscription periods generally range from two to six years from execution. | |||||||||||||
Transaction Fees and Contingent Service Fees | |||||||||||||
We generate revenue from transactional-based service contracts and contingency-fee based service contracts. Provided all other elements of revenue recognition are met, revenue under these arrangements is recognized as services are performed, deliverables are provided and related contingencies are removed. All related direct costs are recorded as period costs when incurred. | |||||||||||||
Other | |||||||||||||
Other fees are primarily earned for our annual client and vendor meeting. Fees for our annual client and vendor meeting are recognized when the meeting is held and related obligations are performed. | |||||||||||||
Revenue Recognition — Multiple-Deliverable Revenue Arrangements | |||||||||||||
Effective January 1, 2011, we adopted the FASB’s accounting standards update for multiple-deliverable arrangements on a prospective basis. The guidance establishes a selling price hierarchy for determining the appropriate value of a deliverable. The hierarchy is based on: (a) vendor-specific objective evidence, if available (“VSOE”); (b) third-party evidence (“TPE”) if vendor-specific objective evidence is not available; or (c) estimated selling price (“ESP”) if neither VSOE nor TPE is available. The guidance also eliminates the residual method of allocation of contract consideration to elements in the arrangement and requires that arrangement consideration be allocated to all elements at the inception of the arrangement using the relative selling price method. | |||||||||||||
Based on the selling price hierarchy established by the update, if we are unable to establish selling price using VSOE or TPE, we will establish an ESP. ESP is the estimated price at which we would transact a sale if the product or service were sold on a stand-alone basis. We establish a best estimate of ESP considering internal factors relevant to pricing practices such as costs and margin objectives, standalone sales prices of similar services and percentage of the fee charged for a primary service relative to a related service. Additional consideration is also given to market conditions such as competitor pricing strategies and other factors such as market size, the number of facilities, and the number of beds in a facility. If available, we regularly review VSOE and TPE for our services in addition to ESP. | |||||||||||||
Our revenue recognition policy for multiple-deliverable revenue arrangements is as follows: | |||||||||||||
We may bundle certain of our SCM service and technology offerings into a single service arrangement. We may also bundle certain of our RCM service and technology offerings into a single service arrangement. In addition, we may bundle certain of both of our SCM and RCM service and technology offerings together into a single service arrangement and market them as an enterprise arrangement. | |||||||||||||
Service arrangements generally include multiple deliverables or elements such as group purchasing services, consulting services, and SaaS-based subscription and implementation services. Provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement, we allocate the total arrangement consideration to the individual elements within the arrangement based on their relative selling price using VSOE, TPE, or ESP for each element of the arrangement. We establish VSOE, TPE, or ESP for each element of a service arrangement based on the price charged for a particular element when it is sold separately in a stand-alone arrangement. Revenue is then recognized for each element according to the following revenue recognition methodology: (i) group purchasing service revenue is recognized as administrative fees are reported to us (generally approximates ratable recognition over the contractual term); (ii) consulting revenue is recognized on a proportional performance method as services are performed and deliverables are provided or once performance targets are accepted by our clients; and (iii) SaaS-based subscription revenue is recognized ratably over the subscription period (upfront non-refundable fees on our SaaS-based subscription services are recognized over the longer of the subscription period or the estimated client relationship period) beginning with the period in which the SaaS-based services are accepted by the client. | |||||||||||||
The majority of our multi-element service arrangements that include group purchasing services are not fixed and determinable at the inception of the arrangement because the fees for such arrangements are earned as administrative fees are reported. Administrative fees are not fixed and determinable until the receipt of vendor reports. For these multi-element service arrangements, we recognize each element as such element is delivered and as administrative fees are reported to us which generally approximates ratable recognition over the contract term. | |||||||||||||
In addition, certain of our arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, we allocate only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element’s revenue recognition policy. | |||||||||||||
Performance targets generally relate to committed financial improvement to our clients from the use of our services. Revenue is only recognized if there are no refund rights and the fees earned are fixed and determinable. We obtain client acceptance as performance targets are achieved. In the event the performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees and as such do not consider these fees fixed and determinable until we receive client acceptance. | |||||||||||||
In multi-element service arrangements that involve performance targets, the amount of revenue recognized on a particular delivered element is limited to the amount of revenue earned based on: (i) the proportionate performance of the individual element compared with all elements in the arrangement using the relative selling price method; and (ii) the proportional performance of that individual element. In all cases, revenue recognition is deferred on each element until the contingency on the performance target has been removed and the related revenue is fixed and determinable. | |||||||||||||
Deferred Costs | |||||||||||||
We capitalize direct costs incurred during the implementation of our SaaS-based solutions. Deferred implementation costs are amortized into cost of revenue in proportion to the revenue earned over the client relationship period. In addition, we defer upfront sales commissions primarily related to subscription and implementation fees and expense these costs ratably over the contract term. The current and long term portions of deferred costs are included in “Prepaid expense and other current assets” and “Other assets,” respectively in the accompanying consolidated balance sheets. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost and include the capitalized portion of internal use product development costs. Depreciation of property and equipment (which includes amortization of capitalized internal use software) is computed on the straight-line method over the estimated useful lives of the assets which are as follows: | |||||||||||||
Useful Lives | |||||||||||||
(in years) | |||||||||||||
Buildings | 30 | ||||||||||||
Furniture and fixtures | 7 | ||||||||||||
Computers and equipment | 7-May | ||||||||||||
Leasehold improvements | Term of lease | ||||||||||||
Purchased software and capitalized software development costs (internal use) | 5-Mar | ||||||||||||
We evaluate the impairment or disposal of our property and equipment in accordance with GAAP. We evaluate the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, or whenever management has committed to an asset disposal plan. Whenever these indicators occur, recoverability is determined by comparing the net carrying value of an asset to its total undiscounted cash flows. | |||||||||||||
Product Development Costs | |||||||||||||
Our product development costs include costs incurred: (i) prior to the application development stage; (ii) prior to technological feasibility being reached; and (iii) in the post-development or maintenance stage. The majority of our software development costs relate to internal-use software development costs which are capitalized in accordance with relevant GAAP and classified as property and equipment. We have a small amount of external-use software development costs which are capitalized when the technological feasibility of a software product has been established in accordance with GAAP relating to research and development costs of computer software and are included in “Other” within Other long term assets in the accompanying consolidated balance sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years. We periodically evaluate the useful lives of our capitalized software costs. | |||||||||||||
Goodwill and Intangible Assets — Indefinite Life | |||||||||||||
For identified intangible assets acquired in business combinations, we allocate purchase consideration based on the fair value of intangible assets acquired in accordance with GAAP relating to business combinations. | |||||||||||||
As of December 31, 2014 and 2013, intangible assets with indefinite lives consist of goodwill. See Note 3 for further details. | |||||||||||||
We account for our intangible assets in accordance with GAAP relating to intangible assets, which states that goodwill or intangible assets with indefinite lives are not amortized. Our annual impairment testing date is October 1. We perform an impairment test of these assets on at least an annual basis and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. To determine the fair values, we use the income approach based on estimated discounted future cash flows and the market approach based on comparable publicly traded companies in similar lines of business, and to a lesser extent, guideline public companies. Our cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. If the carrying value of the assets is deemed to be impaired, the amount of the impairment recognized in the financial statements is determined by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. | |||||||||||||
We consider the following to be important factors that could trigger an impairment review: significant continued underperformance relative to historical or projected future operating results; identification of other impaired assets within a reporting unit; the more-likely-than not expectation that a reporting unit or a significant portion of a reporting unit will be sold; significant adverse changes in business climate or regulations; significant changes in senior management; significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business; significant negative industry or economic trends; a significant decline in the Company’s stock price for a sustained period or a significant unforeseen decline in the Company’s credit rating. | |||||||||||||
In connection with our 2014 annual impairment testing, we recognized an impairment charge of $52,539 on the goodwill relating to our revenue cycle services operating unit which is part of our Revenue Cycle Management reporting segment. We did not recognize any goodwill or indefinite-lived intangible asset impairments during the fiscal years ended December 31, 2013 and 2012. | |||||||||||||
Intangible Assets — Definite Life | |||||||||||||
The intangible assets with definite lives are comprised of our customer base, developed technology, non-compete agreements and certain trade name assets. See Note 4 for further details. | |||||||||||||
Intangible assets with definite lives are amortized over their estimated useful lives which have been derived based on an assessment of such factors as attrition, expected volume and price changes. We evaluate the useful lives of our intangible assets with definite lives on an annual basis. Costs related to our customer base are amortized over the period and pattern of economic benefit that is expected from the client relationship based on the expected benefit of discounted cash flows. Customer base intangibles have estimated useful lives that range from seven to fourteen years. Costs related to developed technology are amortized on a straight-line basis over a useful life of three to seven years. Costs related to non-compete agreements are amortized on a straight-line basis over the life of the respective agreements. Costs associated with definite-lived trade names are amortized over the period of expected benefit of two to three years. | |||||||||||||
We evaluate indefinite-lived intangibles for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. | |||||||||||||
Business Combinations | |||||||||||||
We account for acquisitions in accordance with GAAP relating to business combinations. The guidance requires recognition of assets acquired, liabilities assumed, and contingent consideration at their fair value on theacquisition date with subsequent changes recognized in earnings; requires acquisition related expenses and restructuring costs to be recognized separately from the business combination and expensed as incurred; requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment; and requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price measurement period, which may be up to one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price measurement period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price measurement period in our operating results in the period in which the adjustments were determined. | |||||||||||||
Restructuring, Acquisition and Integration — Related Expenses | |||||||||||||
Restructuring, acquisition and integration-related expenses may consist of: (i) transaction costs incurred to complete acquisitions including due diligence, consulting and other advisory related fees; (ii) integration-related costs related to third party consulting and other employee-related costs associated with the integration of an acquired business into our business; (iii) acquisition-related fees associated with unsuccessful acquisition attempts; and (iv) restructuring-related costs. Our restructuring-related costs are comprised primarily of employee termination costs related to headcount reductions. A liability for costs associated with an exit or disposal activity is recognized and measured initially at fair value only when the liability is incurred. Our restructuring charges also include accruals for estimated losses related to our excess facilities, based on our contractual obligations, net of estimated sublease income. We reassess the liability periodically based on market conditions. Refer to Note 5 for additional details of restructuring activities. | |||||||||||||
Deferred Revenue | |||||||||||||
Deferred revenue consists of unrecognized revenue related to advanced client invoicing or client payments received prior to revenue being realized and earned. Substantially all deferred revenue consists of: (i) deferred administrative fees; (ii) deferred service fees; (iii) deferred software and implementation fees; and (iv) other deferred fees, including receipts for our annual client and vendor meeting prior to the event. | |||||||||||||
Deferred administrative fees arise when cash is received from vendors prior to the receipt of vendor reports. Vendor reports provide details about a client’s purchases and provide evidence that delivery of product or service occurred. Administrative fees are also deferred when reported fees are contingent upon meeting a performance target that has not yet been achieved. | |||||||||||||
Deferred service fees arise when cash is received from clients or upon advanced client invoicing, prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the service fees are either not invoiced or are deferred on our balance sheet. | |||||||||||||
Deferred software and implementation fees primarily include: (i) implementation fees that are received at the beginning of a subscription contract. These fees are deferred and amortized over the expected period of benefit, which is the greater of the contracted subscription period or the client relationship period; and to a lesser extent, (ii) software support fees which represent client payments made in advance for annual software support contracts. Software and implementation fees are also deferred when the fees are contingent upon meeting a performance target that has not yet been achieved. | |||||||||||||
For the years ended December 31, 2014 and 2013, deferred revenues recorded that are contingent upon meeting performance targets were $8,441 and $6,516, respectively. | |||||||||||||
The following table summarizes the deferred revenue categories and balances as of: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Software and SaaS implementation fees | $ | 55,152 | $ | 27,393 | |||||||||
Service fees | 19,241 | 22,363 | |||||||||||
Administrative fees | 15,715 | 10,935 | |||||||||||
Other fees | 1,344 | 2,201 | |||||||||||
Deferred revenue, total | 91,452 | 62,892 | |||||||||||
Less: Deferred revenue, current portion | (76,034 | ) | (46,523 | ) | |||||||||
Deferred revenue, non-current portion | $ | 15,418 | $ | 16,369 | |||||||||
Revenue Share Obligation and Rebates | |||||||||||||
We accrue revenue share obligation and rebates for certain clients according to our: (i) revenue share program and (ii) vendor rebate program. | |||||||||||||
Under our revenue share program, certain hospital and health system clients receive revenue share payments. This obligation is accrued according to contractual agreements between our GPO and the hospital and healthcare clients as the related administrative fee revenue is recognized. See description of this accounting treatment under “Administrative Fees” in the “Revenue Recognition” section. | |||||||||||||
We receive rebates pursuant to the provisions of certain vendor agreements. The rebates are earned by our hospitals and health system clients based on the volume of their purchases. We collect, process, and pay the rebates as a service to our clients. Substantially all the vendor rebates are excluded from revenue. The vendor rebates are accrued for active clients when we receive cash payments from vendors. | |||||||||||||
Advertising Costs | |||||||||||||
Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2014, 2013 and 2012 was $2,598, $3,196 and $2,750, respectively. | |||||||||||||
Defined Contribution Plan | |||||||||||||
We sponsor a defined contribution plan for eligible employees. Under the terms of the plan, employees have the option of contributing a portion of their annual salary to the plan. We make matching contributions of 50 cents for each dollar contributed by employees up to the first six percent of compensation contributed. For the years ended December 31, 2014, 2013 and 2012, our plan contributions amounted to $6,535, $6,062 and $5,175, respectively. | |||||||||||||
Share-Based Compensation | |||||||||||||
Share-based payment transactions (as fully discussed in Note 9) are accounted for in accordance with GAAP relating to stock compensation. The guidance requires companies to recognize the cost (expense) of all share-based payment transactions in the financial statements. We expense employee share-based compensation using fair value-based measurement over an appropriate requisite service period primarily on an accelerated basis. | |||||||||||||
Derivative Financial Instruments | |||||||||||||
Derivative instruments are accounted for in accordance with GAAP relating to derivatives and hedging. The guidance requires companies to recognize derivative instruments as either assets or liabilities on the balance sheet at fair value. See Note 13 for further discussion regarding our derivative financial instruments. | |||||||||||||
Income Taxes | |||||||||||||
In accordance with GAAP relating to income taxes, we recognize deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the tax year in which the differences are expected to be reflected in the tax return. | |||||||||||||
The carrying value of our net deferred tax assets assumes that we will be able to generate sufficient future taxable income in applicable tax jurisdictions to realize the value of these assets. If we are unable to generate sufficient future taxable income in these jurisdictions, a valuation allowance is recorded when it is more likely than not that the value of the deferred tax assets is not realizable. Management evaluates the realizability of deferred tax assets and assesses the need for any valuation allowance adjustment. It is our policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions falls below more likely than not, the change in estimate will impact the income tax provision in the period in which such determination is made. At December 31, 2014, we believe we have appropriately accounted for any unrecognized tax benefits. To the extent we prevail in matters for which a liability for an unrecognized tax benefit is established or we are required to pay amounts in excess of the liability, our effective tax rate in a given financial statement period may be affected. See Note 10 for further information. | |||||||||||||
Sales Taxes | |||||||||||||
In accordance with GAAP relating to principal agent considerations under revenue recognition, we record any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a client on a net basis (excluded from revenues). | |||||||||||||
Basic and Diluted Net Income and Loss Per Share | |||||||||||||
Basic net income or (loss) per share (“EPS”) is calculated in accordance with GAAP relating to earnings per share. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would result in the reduction of a loss or the increase in income per share. For purposes of this calculation, our stock options, stock warrants, non-vested restricted stock, stock-settled stock appreciation rights and shares that were purchasable pursuant to our employee stock purchase plan are considered to be potential common shares and are only included in the calculation of diluted EPS when the effect is dilutive. | |||||||||||||
The shares used to calculate basic and diluted EPS represent the weighted-average common shares outstanding. Diluted net (loss) per share is the same as basic net (loss) per share for the fiscal years ended December 31, 2014 and 2012 since the effect of any potentially dilutive securities was excluded (as they were anti-dilutive due to our net loss). | |||||||||||||
Comprehensive Income | |||||||||||||
Comprehensive income reflects the change in equity during the periods presented and is comprised of all components of net income and all components of other comprehensive income. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
Going Concern | |||||||||||||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update relating to disclosure of uncertainties about an entity’s ability to continue as a going concern. The update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in the event that there is such substantial doubt. The update will be effective on January 1, 2016. | |||||||||||||
Share-Based Compensation | |||||||||||||
In June 2014, the FASB issued an accounting standard update relating to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. This update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The update will be effective on January 1, 2016. | |||||||||||||
Revenue Recognition | |||||||||||||
In May 2014, the FASB issued an accounting standard update relating to revenue from contracts with customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The update will replace most existing revenue recognition guidance under GAAP when it becomes effective. The update is effective for us on January 1, 2017. Early application is not permitted. The update permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the update will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | |||||||||||||
Discontinued Operations | |||||||||||||
In April 2014, the FASB issued an accounting standard update which revises what qualifies as a discontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This update will be effective for applicable transactions occurring after January 1, 2015. | |||||||||||||
Income Taxes | |||||||||||||
In July 2013, the FASB issued an accounting standard update relating to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This update amends existing GAAP that required in certain cases, an unrecognized tax benefit, or portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, and retrospective application is permitted. We adopted this update on January 1, 2014. | |||||||||||||
Obligations Resulting from Joint and Several Liability Arrangements | |||||||||||||
In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Examples of obligations within the scope of this update include debt arrangements, other contractual obligations and settled litigation and judicial rulings. The guidance requires an entity to measure such obligations as the sum of the amount that the reporting entity agreed to pay on the basis of its arrangement among its co-obligors plus additional amounts the reporting entity expects to pay on behalf of its co-obligors. The guidance in the update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We adopted this update on January 1, 2014. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 2. PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consists of the following as of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Land | $ | 1,200 | $ | 1,200 | |||||
Buildings | 8,821 | 8,821 | |||||||
Furniture and fixtures | 14,806 | 14,130 | |||||||
Computers and equipment | 65,006 | 58,710 | |||||||
Leasehold improvements | 21,904 | 20,700 | |||||||
Purchased software | 37,828 | 30,931 | |||||||
Capitalized software development costs (internal use) | 186,076 | 147,828 | |||||||
335,641 | 282,320 | ||||||||
Accumulated depreciation and amortization | (165,323 | ) | (124,573 | ) | |||||
Property and equipment, net | $ | 170,318 | $ | 157,747 | |||||
We received a tenant allowance related to an operating lease entered into on March 1, 2013 amounting to $10,378 which was recorded as a leasehold improvement on our consolidated balance sheet. The leasehold improvement is being depreciated on a straight line basis over the term of the lease of fifteen years. We had approximately $9,110 and $9,802 included in property and equipment on our consolidated balance sheet as of December 31, 2014 and 2013, respectively. | |||||||||
During the year ended December 31, 2014 and 2012, we had no impairment charges related to property and equipment. | |||||||||
During the year ended December 31, 2013, we had impairment charges related to property and equipment of approximately $3,551. | |||||||||
Software — Internal Use | |||||||||
We classify capitalized costs of software developed for internal use in property and equipment. Costs capitalized for software to be sold, leased or otherwise marketed are classified as other assets. Software acquired in a business combination is classified as a developed technology intangible asset. Additions of capitalized costs of software developed for internal use during the years ended December 31, 2014 and 2013 amounted to $38,092 and $38,944, respectively. Accumulated amortization related to capitalized costs of software developed for internal use was $85,555 and $57,823 at December 31, 2014 and 2013, respectively. | |||||||||
Software — External Use | |||||||||
Capitalized costs of software developed for external use are classified as other assets on our consolidated balance sheet. Additions of capitalized costs of software developed for external use during the years ended December 31, 2014 and 2013 amounted to $3,429 and $4,399, respectively. Gross carrying value related to capitalized costs of software developed for external use was $23,263 and $19,834 at December 31, 2014 and 2013, respectively. Accumulated amortization related to capitalized costs of software developed for external use was $13,845 and $10,714 at December 31, 2014 and 2013, respectively. | |||||||||
During the years ended December 31, 2014, 2013 and 2012, we recognized $3,131, $2,157 and $1,859, respectively, in cost of revenue related to amortization of software developed for external use. |
Goodwill
Goodwill | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill | 3. GOODWILL | ||||||||||||
Goodwill consists of the following as of: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Goodwill, net | $ | 1,058,414 | $ | 1,027,847 | |||||||||
The changes in goodwill are summarized as follows, consolidated and by segment, for the years ended December 31, 2014 and 2013: | |||||||||||||
December 31, | |||||||||||||
Consolidated | SCM | RCM | |||||||||||
Balance, December 31, 2012 and 2013 | $ | 1,027,847 | $ | 645,202 | $ | 382,645 | |||||||
Sg2 acquisition (Note 5) | 81,476 | 81,476 | — | ||||||||||
TRG acquisition (Note 5) | 1,630 | 1,630 | — | ||||||||||
RCS impairment loss | (52,539 | ) | — | (52,539 | ) | ||||||||
Balance, December 31, 2014 | $ | 1,058,414 | $ | 728,308 | $ | 330,106 | |||||||
In connection with our 2014 annual impairment testing, we recognized an impairment charge related to the goodwill at our revenue cycle services (“RCS”) operating unit within our RCM reporting segment. As part of our quarterly and annual forecasting process, we expect our future revenue growth to come from lower margin services. As a result, our projected margins within our discounted cash flow model used for impairment testing were therefore reduced, and the resulting business enterprise value could no longer support the amount of goodwill on the consolidated balance sheet related to the RCS operating unit. As a result, during the fourth quarter of 2014 we incurred a goodwill impairment charge within our RCM segment. We recorded a preliminary estimate of $52,539 related to the goodwill impairment charge. The goodwill impairment amount is preliminary pending receipt of our final valuation report. | |||||||||||||
Further, as a result of our annual impairment test as of October 1, 2014, the estimated fair value of our SCM segment substantially exceeded its respective carrying value and the estimated fair value of our revenue cycle technology operating unit within our RCM segment exceeded its respective carrying value by more than 10%. |
Other_Intangible_Assets
Other Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Text Block [Abstract] | |||||||||||||||||
Other Intangible Assets | 4. OTHER INTANGIBLE ASSETS | ||||||||||||||||
Intangible assets with definite lives consist of the following: | |||||||||||||||||
Weighted | Gross | Accumulated | Net | ||||||||||||||
Average | Carrying | Amortization | |||||||||||||||
Remaining | Amount | ||||||||||||||||
Amortization | |||||||||||||||||
Period | |||||||||||||||||
(Years)(1) | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Customer base | 3 years | $ | 529,145 | $ | (287,187 | ) | $ | 241,958 | |||||||||
Developed technology | 3 years | 43,900 | (12,375 | ) | 31,525 | ||||||||||||
Trade name | 2 years | 1,100 | (100 | ) | 1,000 | ||||||||||||
Non-compete agreement | 2 years | 2,080 | (156 | ) | 1,924 | ||||||||||||
3 years | $ | 576,225 | $ | (299,818 | ) | $ | 276,407 | ||||||||||
-1 | The period represents the weighted average amortization period remaining in total and for each asset class. | ||||||||||||||||
Weighted | Gross | Accumulated | Net | ||||||||||||||
Average | Carrying | Amortization | |||||||||||||||
Remaining | Amount | ||||||||||||||||
Amortization | |||||||||||||||||
Period | |||||||||||||||||
(Years)(1) | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Customer base | 3 years | $ | 510,547 | $ | (248,094 | ) | $ | 262,453 | |||||||||
Developed technology | 2 years | 13,300 | (8,313 | ) | 4,987 | ||||||||||||
3 years | $ | 523,847 | $ | (256,407 | ) | $ | 267,440 | ||||||||||
-1 | The period represents the weighted average amortization period remaining in total and for each asset class. | ||||||||||||||||
In 2014, we reduced the gross carrying amount and the related accumulated amortization of our intangible assets by approximately $14,200 relating to a fully amortized customer base asset within our RCM segment. | |||||||||||||||||
In 2013, we reduced the gross carrying amount and the related accumulated amortization of our intangible assets by the following: (i) approximately $23,200 relating to fully amortized developed technology assets within our RCM segment; and (ii) approximately $4,300 relating to a fully amortized trade name within our SCM segment. | |||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, we recognized $57,593, $62,723 and $73,209, respectively in amortization expense, inclusive of ($0, $0 and $557) charged to cost of revenue for amortization of external-use acquired developed technology related to definite-lived intangible assets. Future amortization expense of definite-lived intangibles as of December 31, 2014, is as follows: | |||||||||||||||||
Amount | |||||||||||||||||
2015 | $ | 58,831 | |||||||||||||||
2016 | 51,897 | ||||||||||||||||
2017 | 47,715 | ||||||||||||||||
2018 | 41,894 | ||||||||||||||||
2019 | 37,310 | ||||||||||||||||
Thereafter | 38,760 | ||||||||||||||||
$ | 276,407 | ||||||||||||||||
Restructuring_Acquisition_and_
Restructuring Acquisition and Integration-Related Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Restructuring Acquisition and Integration-Related Expenses | 5. RESTRUCTURING, ACQUISITION AND INTEGRATION-RELATED EXPENSES | ||||||||
Restructuring Activities | |||||||||
Restructuring charges consist of exit costs and other costs associated with the reorganization of our operations, including employee termination costs, lease contract termination costs, impairment of assets, and any other qualifying exit costs. Costs associated with exit or disposal activities are generally recorded when the liability is incurred. | |||||||||
In 2014, our management approved and initiated a plan to restructure our operations resulting in certain workforce changes within the Company that resulted in costs of approximately $4,207. During the fiscal years ended December 31, 2014, 2013 and 2012, we expensed restructuring and exit and integration-related costs of $4,207, $10,070 and $6,348, respectively. These costs are included within the restructuring, acquisition and integration-related expenses line on the accompanying consolidated statements of operations. As of December 31, 2014, cash payments were made of approximately $2,909 and we had approximately $1,918 included in current liabilities for these employee-related costs that we expect to pay over the next twelve months. | |||||||||
Acquisition Activities | |||||||||
Sg2 Acquisition | |||||||||
On September 22, 2014, we acquired one hundred percent of the issued and outstanding equity interests (the “Membership Interests”) of SG-2, LLC (“Sg2”) for approximately $138,201 (subject to certain purchase price adjustments) (the “Sg2 Acquisition”). We funded the Sg2 Acquisition with cash on hand and borrowings under our existing credit facility. In December 2014, we reached an agreement on the final purchase price with the sellers of Sg2 to reflect the final working capital adjustment as defined by the purchase agreement. As a result, we recorded a decrease to the purchase price of approximately $32. | |||||||||
Sg2 is a leading provider of healthcare market intelligence, strategic analytics and clinical consulting services to more than 1,500 hospitals and health systems, as well as pharmaceutical and medical device companies, understand current and future market dynamics in order to capitalize on growth and performance improvement opportunities. | |||||||||
The purchase price paid for Sg2 and the resulting goodwill of $81,476 reflects a premium relative to the value of identified assets due to the strategic importance of the transaction to us and because Sg2’s business model does not rely intensively on fixed assets. | |||||||||
We expect that all of the goodwill and identified intangible assets will be deductible for income tax purposes. | |||||||||
Sg2 Purchase Price Allocation | |||||||||
The following table summarizes the consideration paid for Sg2 and the preliminary amounts of the assets acquired and liabilities assumed recognized at the acquisition date: | |||||||||
Fair value of total consideration transferred | $ | 138,201 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||||||
Current assets | $ | 11,090 | |||||||
Property and equipment | 2,559 | ||||||||
Intangible assets | 65,700 | ||||||||
Current liabilities | (21,849 | ) | |||||||
Long-term liabilities | (775 | ) | |||||||
Total identifiable net assets | 56,725 | ||||||||
Goodwill | 81,476 | ||||||||
$ | 138,201 | ||||||||
The fair value of current assets acquired includes trade accounts receivable due under agreements with customers with a fair value of approximately $9,198. The gross amount due under customer contracts is $9,598, of which $400 is expected to be uncollectible. | |||||||||
Included in the purchase price allocation are the fair value of acquired identified intangible assets of $65,700, the fair value of which was primarily determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The fair value of acquired identified intangible assets of $65,700 is preliminary pending receipt of final valuations for those assets. Our preliminary fair value estimates are as follows: | |||||||||
Preliminary | Weighted- | ||||||||
Estimated | average | ||||||||
fair value | useful lives | ||||||||
Customer base | $ | 32,300 | 11 year life | ||||||
Developed technology | 30,600 | 6 year life | |||||||
Tradename | 1,100 | 3 year life | |||||||
Non-compete agreement | 1,700 | 3 year life | |||||||
Total acquired identified intangibles | $ | 65,700 | |||||||
Also included in the purchase price allocation is the estimated fair value of the service obligation related to our commitment to provide continued SaaS-based software for Sg2 customer relationships that existed prior to the Sg2 Acquisition where the requisite service period has not yet expired. The estimated fair value of the obligation and other future services was determined utilizing a top-down approach. The top-down approach relies on market indicators of expected revenue for any obligation yet to be delivered with appropriate adjustments. Conceptually, we start with the amount we would expect to receive in a transaction, less primarily the estimated selling effort, which has already been performed, including an estimated profit margin on that selling effort. As a result of allocating the acquisition purchase price, we recorded an adjustment to reduce the carrying value of Sg2’s September 22, 2014 deferred revenue by $1,923 down to $17,901, an amount representing our estimate of the fair value of the service obligation assumed. | |||||||||
The fair value of long-term liabilities relates to our determination that the terms of the acquired lease arrangement between Sg2 and the lessor were unfavorable relative to market prices. As a result, we valued and recorded an unfavorable lease obligation of approximately $995 (the short-term portion of approximately $220 is included in current liabilities). | |||||||||
In connection with the Sg2 Acquisition, we incurred approximately $3,305 of costs primarily related to legal, financial, and accounting professional advisors. These costs were expensed as incurred and are included in the restructuring, acquisition and integration-related line item on the accompanying consolidated statement of operations. | |||||||||
The operating results of Sg2 have been included in our consolidated statement of operations within our Spend and Clinical Resource Management (“SCM”) reporting segment since the September 22, 2014 acquisition date. Sg2 contributed revenues of $11,730 and a net loss of $2,408 from the date of acquisition through December 31, 2014. | |||||||||
Unaudited Pro Forma Financial Information | |||||||||
The unaudited financial information in the table below summarizes the combined results of operations of MedAssets and Sg2 on a pro forma basis. The pro forma information is presented as if the companies had been combined on January 1, 2013. The 2014 and 2013 pro forma results include the following non-recurring pro forma adjustments that were directly attributable to the Sg2 Acquisition: | |||||||||
• | adjustments to reduce net revenue by approximately $2,019 during the fiscal year ended December 31, 2013, respectively, related to purchase accounting adjustments that reflect the fair value of the deferred revenue acquired; | ||||||||
• | adjustments to exclude approximately $3,661 during the fiscal year ended December 31, 2014 of certain non-recurring expenses related to one-time special employee bonuses paid by Sg2 in connection with the Sg2 Acquisition. The supplemental pro forma earnings for the fiscal year ended December 31, 2013 were adjusted to include this charge; and | ||||||||
• | adjustments to exclude approximately $3,305 during the fiscal year ended December 31, 2014 of certain non-recurring expenses in connection with the Sg2 Acquisition primarily related to legal, financial, and accounting professional advisors. The supplemental pro forma earnings for the fiscal year ended December 31, 2013 were adjusted to include these charges. | ||||||||
The following pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Sg2 Acquisition had taken place at the beginning of each period: | |||||||||
Pro forma | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net revenue | $ | 752,117 | $ | 715,709 | |||||
Net (loss) income | (24,225 | ) | 15,473 | ||||||
Basic net (loss) income per share | $ | (0.41 | ) | $ | 0.26 | ||||
Diluted net (loss) income per share | $ | (0.41 | ) | $ | 0.25 | ||||
Basic weighted average shares | 59,811 | 59,705 | |||||||
Diluted weighted average shares | 59,811 | 61,178 | |||||||
Other Acquisition-Related Activities | |||||||||
During the fiscal year ended December 31, 2014, our SCM segment acquired certain assets associated with hospital and physician consultative solutions for $3,055. The acquired assets consisted of current assets of $565, a customer base valued at $480 with a three-year weighted-average useful life, a non-compete intangible asset valued at $380 with a three-year weighted-average useful life and goodwill of $1,630, all of which will be deductible for income tax purposes. |
Notes_and_Bonds_Payable
Notes and Bonds Payable | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Notes and Bonds Payable | 6. NOTES AND BONDS PAYABLE | ||||||||||||||||||||
Our notes and bonds payable are summarized as follows as of: | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Term A facility | $ | 225,000 | $ | 237,500 | |||||||||||||||||
Term B facility | 179,000 | 192,000 | |||||||||||||||||||
Revolving credit facility | 152,000 | 10,000 | |||||||||||||||||||
Total notes payable | 556,000 | 439,500 | |||||||||||||||||||
Bonds payable | 325,000 | 325,000 | |||||||||||||||||||
Total notes and bonds payable | 881,000 | 764,500 | |||||||||||||||||||
Less: current portions | (29,583 | ) | (15,500 | ) | |||||||||||||||||
Total long-term notes and bonds payable | $ | 851,417 | $ | 749,000 | |||||||||||||||||
Notes Payable | |||||||||||||||||||||
As of December 31, 2014, our long-term notes payable consists of a Term A Facility, a Term B Facility and a revolving credit facility under a credit agreement with JP Morgan Chase Bank, N.A and other financial institutions named therein, dated December 13, 2012 (as amended from time to time, the “Credit Agreement”), each with an outstanding balance of $225,000, $179,000 and $152,000, respectively. We have classified the $152,000 outstanding balance on our revolving credit facility as a long term liability given the maturity date of December 13, 2017. No amounts were drawn on our swing line loan, which resulted in $147,000 of availability under our revolving credit facility (after giving effect to $1,000 of outstanding but undrawn letters of credit on such date and the increase in the revolving credit facility as discussed below) as of December 31, 2014. During the fiscal year ended December 31, 2014, we made scheduled principal payments of $15,500 on our Term A Facility and Term B Facility in addition to $10,000 voluntary prepayment on our Term B Facility and $40,000 in voluntary payments on our revolving credit facility. The applicable weighted average interest rates (inclusive of the applicable bank margin) on our Term A Facility, Term B Facility and Revolving Credit Facility at December 31, 2014 were 2.49%, 4.00% and 2.48%, respectively. On September 8, 2014, the Company entered into a First Increase Joinder to the Credit Agreement (the “First Increase Joinder”). The First Increase Joinder increased the revolving commitment amount under the Credit Agreement by $100,000 to $300,000. In connection with the First Increase Joinder, we incurred and capitalized approximately $615 of debt issuance costs which will be amortized into interest expense ratably over the remaining term of the revolving credit facility. | |||||||||||||||||||||
The Credit Agreement contains certain customary negative covenants, including but not limited to, limitations on the incurrence of debt, limitations on liens, limitations on fundamental changes, limitations on asset sales and sale leasebacks, limitations on investments, limitations on dividends or distributions on, or redemptions of, equity interests, limitations on prepayments or redemptions of unsecured or subordinated debt, limitations on negative pledge clauses, limitations on transactions with affiliates and limitations on changes to the Company’s fiscal year. The Credit Agreement also includes maintenance covenants of maximum ratios of consolidated total indebtedness (subject to certain adjustments) to consolidated EBITDA (subject to certain adjustments) and minimum cash interest coverage ratios. The Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of insolvency or bankruptcy, material judgments, certain events under ERISA, actual or asserted failures of any guaranty or security document supporting the credit agreement to be in full force and effect and changes of control. The Company was in compliance with these covenants as of December 31, 2014. We are also required to prepay our debt obligations based on an excess cash flow calculation for the applicable fiscal year which is determined in accordance with the terms of the Credit Agreement. Our current portion of notes payable includes approximately $7,833 with respect to our 2014 required excess cash flow payment which will be paid within the first quarter of 2015. | |||||||||||||||||||||
All of the Company’s obligations under the Credit Agreement are unconditionally guaranteed by each of the Company’s existing and subsequently acquired or organized wholly-owned restricted subsidiaries, except that the following subsidiaries do not and will not provide guarantees: (a) unrestricted subsidiaries, (b) subsidiaries with tangible assets and revenues each having a value of less than 2.5% of the consolidated tangible assets and consolidated revenues of the Company (provided that all such immaterial subsidiaries, on a consolidated basis, shall not account for more than 5.0% of the consolidated EBITDA of the Company), (c) any subsidiary prohibited by applicable law, rule or regulation from providing a guarantee or which would require governmental (including regulatory) consent or approval or which would result in adverse tax consequences and (d) not-for-profit subsidiaries. | |||||||||||||||||||||
All of the Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets and the assets of each guarantor (subject to certain exceptions), including but not limited to, (1) a perfected pledge of all of the equity securities of each direct wholly owned restricted subsidiary of the Company and of each subsidiary guarantor (which pledge, in the case of any foreign subsidiary, is limited to 65% of the equity securities of such foreign subsidiary) and (2) perfected security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of the Company and each subsidiary guarantor (including but not limited to, accounts receivable, inventory, equipment, general intangibles (including contract rights), investment property, intellectual property, material intercompany notes and proceeds of the foregoing). | |||||||||||||||||||||
Loans under the Credit Agreement must be prepaid under certain circumstances, including with proceeds from certain future debt issuances, asset sales and a portion of excess cash flow for the applicable fiscal year. Loans under the Credit Agreement may be voluntarily prepaid at any time, subject to customary LIBOR breakage costs. | |||||||||||||||||||||
Bonds Payable | |||||||||||||||||||||
The Company has an aggregate principal amount of $325,000 of Notes outstanding that have been registered under the Securities Act of 1933, as amended. The Notes are guaranteed on a senior unsecured basis by each of our existing domestic subsidiaries and each of our future domestic restricted subsidiaries in each case that guarantees our obligations under the Credit Agreement. Each of the subsidiary guarantors is 100% owned by us. The guarantees by the subsidiary guarantors are full and unconditional. The guarantees by the subsidiary guarantors are joint and several. We have no independent assets or operations, and any subsidiaries of ours other than the subsidiary guarantors are minor. The Notes and the guarantees are senior unsecured obligations of the Company and the subsidiary guarantors, respectively. | |||||||||||||||||||||
The Notes were issued pursuant to an indenture dated as of November 16, 2010 (the “Indenture”) among the Company, its subsidiary guarantors and Wells Fargo Bank, N.A., as trustee. Pursuant to the Indenture, the Notes will mature on November 15, 2018 and bear 8% annual interest. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2011. | |||||||||||||||||||||
The Indenture contains certain customary negative covenants, including but not limited to, limitations on the incurrence of debt, limitations on liens, limitations on consolidations or mergers, limitations on asset sales, limitations on certain restricted payments and limitations on transactions with affiliates. The Indenture does not contain any significant restrictions on the ability of the Company or any subsidiary guarantor to obtain funds from the Company or any other subsidiary guarantor by dividend or loan. The Indenture also contains customary events of default. The Company was in compliance with these covenants as of December 31, 2014. | |||||||||||||||||||||
The Company has the option to redeem all or a part of the Notes, at the following redemption prices: | |||||||||||||||||||||
Year | Percentage | ||||||||||||||||||||
2014 | 104 | % | |||||||||||||||||||
2015 | 102 | % | |||||||||||||||||||
2016 and thereafter | 100 | % | |||||||||||||||||||
The Notes also contain a redemption feature that would require the repurchase of 101% of the aggregate principal amount plus accrued and unpaid interest at the option of the holders upon a change in control. | |||||||||||||||||||||
As of December 31, 2014, the Company’s 8% senior notes due 2018 were trading at 103.0% of par value (Level 1). | |||||||||||||||||||||
Debt Issuance Costs | |||||||||||||||||||||
As of December 31, 2014, we had approximately $14,075 of debt issuance costs related to our Credit Agreement and Notes which will be amortized into interest expense generally using the effective interest method until the applicable maturity date. For the fiscal year ended December 31, 2014, we recognized $3,805 in interest expense related to the amortization of debt issuance costs. For the fiscal year ended December 31, 2013, we recognized $3,807 in interest expense related to the amortization of debt issuance costs. | |||||||||||||||||||||
Debt Maturity Table | |||||||||||||||||||||
The following table summarizes our stated debt maturities and scheduled principal repayments as of December 31, 2014: | |||||||||||||||||||||
Year | Term A Facility | Term B Facility(2) | Revolving | Senior | Total | ||||||||||||||||
Credit Facility | Unsecured | ||||||||||||||||||||
Notes | |||||||||||||||||||||
2015(1) | $ | 23,112 | $ | 6,471 | $ | — | $ | — | $ | 29,583 | |||||||||||
2016 | 25,000 | 3,000 | — | — | 28,000 | ||||||||||||||||
2017 | 176,888 | 3,000 | 152,000 | — | 331,888 | ||||||||||||||||
2018 | — | 3,000 | — | 325,000 | 328,000 | ||||||||||||||||
2019 | — | 163,529 | — | — | 163,529 | ||||||||||||||||
$ | 225,000 | $ | 179,000 | $ | 152,000 | $ | 325,000 | $ | 881,000 | ||||||||||||
-1 | Includes mandatory 2014 excess flow payment of $7,833 payable during the first quarter of 2015. | ||||||||||||||||||||
-2 | The Term B Facility matures on December 13, 2019; however, the facility will mature in full on May 15, 2018 if our outstanding senior notes have not been repaid or refinanced in full by such date. | ||||||||||||||||||||
Total interest paid (net of amounts capitalized) on our notes and bonds payable during the fiscal years ended December 31, 2014 and 2013 was approximately $41,464 and $45,185, respectively. | |||||||||||||||||||||
Finance Obligation | |||||||||||||||||||||
We are a party to a lease agreement for a certain office building in Cape Girardeau, Missouri (the “Lease Agreement”) in which we have continuing involvement as defined by GAAP relating to leases and as such recorded the transaction as a financing obligation. | |||||||||||||||||||||
The lease payments on the office building are charged to interest expense in the periods they are due. The lease payments included as interest expense in the accompanying statement of operations for the years ended December 31, 2014, 2013 and 2012 were $676. The amount of the financial obligation decretion for the years ended December 31, 2014 and 2013 was $267 and $243, respectively. | |||||||||||||||||||||
Rental income and additional interest expense is imputed under the Lease Agreement and amounts to approximately $438 annually. Both the income and the expense are included in “Other income (expense)” in the accompanying consolidated statement of operations for each of the years ended December 31, 2014, 2013 and 2012 with no effect to net income. | |||||||||||||||||||||
When we have no further continuing involvement with the building as defined under GAAP relating to leases, we will remove the net book value of the office building, adjoining retail space, and the related finance obligation and account for the remainder of our payments under the Lease Agreement as an operating lease. Under the Lease Agreement, we will not obtain title to the office building and retail space. Our future commitment is limited to the payments required by the Lease Agreement. At December 31, 2014, the future undiscounted payments under the Lease Agreement aggregate to $1,746. | |||||||||||||||||||||
Future payments of the finance obligation as of December 31, 2014 are as follows: | |||||||||||||||||||||
Obligations | |||||||||||||||||||||
Under | |||||||||||||||||||||
Capital | |||||||||||||||||||||
Lease | |||||||||||||||||||||
2015 | $ | 1,114 | |||||||||||||||||||
2016 | 1,114 | ||||||||||||||||||||
2017 | 8,600 | ||||||||||||||||||||
10,828 | |||||||||||||||||||||
Less: Amounts representing interest | (2,059 | ) | |||||||||||||||||||
Net present value of capital lease obligation | 8,769 | ||||||||||||||||||||
Less: Amount representing current portion | (294 | ) | |||||||||||||||||||
Finance obligation, less current portion | $ | 8,475 | |||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES | ||||
We lease certain office space and office equipment under operating leases. Some of our operating leases include rent escalations, rent holidays, and rent concessions and incentives. However, we recognize lease expense on a straight-line basis over the related minimum lease term utilizing total future minimum lease payments. Future minimum rental payments under operating leases with initial or remaining non-cancelable lease terms of one year or more as of December 31, 2014 are as follows: | |||||
Operating | |||||
Lease | |||||
2015 | $ | 13,342 | |||
2016 | 8,651 | ||||
2017 | 8,956 | ||||
2018 | 9,962 | ||||
2019 | 8,855 | ||||
Thereafter | 69,796 | ||||
$ | 119,562 | ||||
Rent expense for the years ended December 31, 2014, 2013 and 2012, was approximately $11,685, $16,635 and $11,060, respectively. Rent expense for the year ended December 31, 2013 included approximately $5,341 of lease termination fees related to the exit of certain facility leases. These lease termination fees are included in the restructuring, acquisition and integration-related expenses line item of the accompanying consolidated statements of operations. | |||||
Performance Targets | |||||
In the ordinary course of contracting with our clients, we may agree to make some or all of our fees contingent upon the client’s achievement of financial improvement targets from the use of our services and software. These contingent fees are not recognized as revenue until the client confirms achievement of the performance targets. We generally receive client acceptance as and when the performance targets are achieved. Prior to client confirmation that a performance target has been achieved, we record invoiced contingent fees as deferred revenue on our consolidated balance sheet. Often, recognition of this revenue occurs in periods subsequent to the recognition of the associated costs. | |||||
Legal Proceedings | |||||
As of December 31, 2014, we are not presently involved in any legal proceedings, the outcome of which, if determined adversely to us, would have a material adverse effect on our business, operating results or financial condition. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Stockholders' Equity | 8. STOCKHOLDERS’ EQUITY | ||||||||||||
Preferred Stock | |||||||||||||
In connection with our initial public offering we amended and restated our Certificate of Incorporation authorizing us to issue 50,000,000 shares of undesignated preferred stock, par value $0.01 per share. The preferred stock may be issued from time to time in one or more series, each series of which would have distinctive designation or title and such number of shares as was fixed by the Board prior to the issuance of any shares thereof. Each such series of preferred stock would have voting powers, full or limited, or no voting powers, and such preferences and relative, participating optional or other special rights and such qualifications, limitations or restrictions thereof, as stated and expressed in the resolution or resolutions providing for the issue of such series of preferred stock. We had no preferred stock issued or outstanding as of December 31, 2014 or 2013. | |||||||||||||
Common Stock | |||||||||||||
During 2014, 2013 and 2012, we issued shares of common stock in connection with employee share-based payment arrangements. See Note 9 for further information. | |||||||||||||
Common Stock Warrants | |||||||||||||
During the fiscal year ended December 31, 2013, approximately 13,000 shares of common stock were issued in connection with an exercise of warrants. As a result, as of December 31, 2014 and 2013, we had no warrants outstanding. | |||||||||||||
Repurchase of Common Stock | |||||||||||||
On February 26, 2014, our Board of Directors authorized a share repurchase program of up to $75,000 of our common stock. The table below shows the amount and cost of shares of common stock we repurchased for the fiscal year ended December 31, 2014 under the share repurchase program. The repurchased shares have not been retired and constitute authorized but unissued shares. | |||||||||||||
On August 23, 2011, our Board of Directors authorized a share repurchase program of up to $25,000 of our common stock. The table below shows the amount and cost of shares of common stock we repurchased for the fiscal year ended December 31, 2012 under the share repurchase program. The repurchased shares have not been retired and constitute authorized but unissued shares. The share repurchase program expired in August 2012. | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Number of shares repurchased | 1,784,645 | — | 62,334 | ||||||||||
Cost of shares repurchased | $ | 42,771 | $ | — | $ | 600 |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||
Share-Based Compensation | 9. SHARE-BASED COMPENSATION | ||||||||||||||||||||||||||||||||
As of December 31, 2014, we had restricted common stock, restricted stock units (“RSUs”), stock-settled stock appreciation rights (or “SSARs”) and common stock option equity awards outstanding under three share-based compensation plans. | |||||||||||||||||||||||||||||||||
The share-based compensation cost related to equity awards that has been charged against income was $17,849, $14,496 and $10,291 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. The total income tax benefit recognized in the income statement for share based compensation arrangements related to equity awards was $6,665, $5,365 and $3,853 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. There were no capitalized share-based compensation costs as of December 31, 2014, 2013 or 2012. | |||||||||||||||||||||||||||||||||
Total share-based compensation expense (inclusive of restricted common stock, RSUs, common stock options, and SSARs) for the fiscal years ended December 31, 2014, 2013 and 2012 is reflected in our consolidated statements of operations as noted below: | |||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Cost of revenue | $ | 5,510 | $ | 3,866 | $ | 2,165 | |||||||||||||||||||||||||||
Product development | 954 | 635 | 181 | ||||||||||||||||||||||||||||||
Selling and marketing | 2,622 | 2,251 | 1,489 | ||||||||||||||||||||||||||||||
General and administrative | 8,763 | 7,744 | 6,456 | ||||||||||||||||||||||||||||||
Total share-based compensation expense | $ | 17,849 | $ | 14,496 | $ | 10,291 | |||||||||||||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||||||||||||||||||
In 2010, the Company established the MedAssets, Inc. Employee Stock Purchase Plan (the “ESPP Plan”). Under the ESPP Plan, eligible employees may purchase shares of our common stock at a discounted price through payroll deductions. The price per share of the common stock sold to participating employees will be 95% of the fair market value of such share on the applicable purchase date. The ESPP Plan requires that all stock purchases be held by participants for a period of 18 months from the purchase date. A total of 500,000 shares of our common stock are authorized for purchase under the ESPP Plan. For the fiscal year ended December 31, 2014, we purchased approximately 22,000 shares of our common stock under the ESPP Plan which amounted to approximately $494. For the fiscal year ended December 31, 2013, we purchased approximately 24,700 shares of our common stock under the ESPP Plan which amounted to approximately $482. The ESPP Plan is non-compensatory and, as a result, no compensation expense is recorded in our consolidated statement of operations for the fiscal years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||||||||||||||||||
Equity Incentive Plans | |||||||||||||||||||||||||||||||||
In 2008, the Board approved and the Company’s stockholders adopted the MedAssets Inc. Long-Term Performance Incentive Plan (the “2008 Plan”). The 2008 Plan provides for the grant of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock unit awards, performance awards, stock appreciation rights and other stock-based awards. As of December 31, 2014, we had approximately 5,263,000 shares remaining under our 2008 Plan available for grant. | |||||||||||||||||||||||||||||||||
Equity awards issued under the 2008 Plan generally vest over five years of continuous service and have seven-year contractual terms. Service-based share awards generally vest over one to five years. Performance-based awards vest upon the attainment of one or more performance objectives over a specified period. We have outstanding stock option awards that were issued under previous plans that generally vest over three to five years of continuous service and have ten-year contractual terms. | |||||||||||||||||||||||||||||||||
2014 Equity Award Grants | |||||||||||||||||||||||||||||||||
In February 2014, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved an equity grant for certain eligible employees consisting of service-based and performance-based restricted stock units (“RSUs”). The purpose of the equity grant is to assist the Company in attracting, retaining, motivating, and rewarding certain individuals of the Company. The equity grant is intended to promote the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of the stockholders. The total approved equity grant amounted to 1,218,826 RSUs with a grant date fair value of $25.06 per award and was comprised of: (i) 63,355 service-based RSUs that vest ratably each month through December 31, 2014; (ii) 469,011 service-based RSUs that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015; (iii) 343,230 performance-based RSUs using a net revenue performance metric that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015 provided the performance metric is achieved; and (iv) 343,230 performance-based RSUs using an adjusted EBITDA performance metric that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015 provided the performance metric is achieved. | |||||||||||||||||||||||||||||||||
In May 2014, the Compensation Committee approved an equity grant for certain eligible employees consisting of service-based and performance-based RSUs. The total approved equity grant amounted to 8,982 RSUs with a grant date fair value of $23.54 per award and was comprised of: (i) 6,179 service-based RSUs that vest ratably each month through December 31, 2014; (ii) 2,107 service-based RSUs that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015; (iii) 348 performance-based RSUs using a net revenue performance metric that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015 provided the performance metric is achieved; and (iv) 348 performance-based RSUs using an adjusted EBITDA performance metric that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015 provided the performance metric is achieved. | |||||||||||||||||||||||||||||||||
The measurement period for the net revenue performance-based awards is from January 1, 2014 through December 31, 2014. The net revenue performance metric is based on the achievement of an established net revenue target. The Company must achieve a minimum threshold of net revenue before any performance-based RSUs begin vesting. The equity award holders have an opportunity to earn between 50% and 100% of the performance-based equity awards once the minimum threshold has been met. If the minimum threshold is not met, the equity award holders will forfeit those awards. | |||||||||||||||||||||||||||||||||
The measurement period for the adjusted EBITDA performance-based awards is from January 1, 2014 through December 31, 2014. The adjusted EBITDA performance metric is based on the achievement of an established adjusted EBITDA target. The Company must achieve a minimum threshold of adjusted EBITDA before any performance-based RSUs begin vesting. The equity award holders have an opportunity to earn between 50% and 100% of the performance-based equity awards once the minimum threshold has been met. If the minimum threshold is not met, the equity award holders will forfeit those awards. | |||||||||||||||||||||||||||||||||
In May 2014, the Compensation Committee also approved an equity grant consisting of 100,000 performance-based RSUs using a net revenue performance metric that is a cliff-vesting award and is based on the achievement of a target cumulative annual growth rate over a three-year performance period. Depending on the cumulative revenue growth rate achieved, up to 200,000 RSUs can be earned. The RSUs have a grant date fair value of $23.54 per award and the measurement period is from January 1, 2014 through December 31, 2016. A certain minimum cumulative revenue growth rate must be achieved before any RSUs will vest on March 1, 2017. If the minimum threshold is not met, the equity award holder will forfeit the awards. | |||||||||||||||||||||||||||||||||
In August 2014, the Compensation Committee approved an equity grant for certain eligible employees consisting of service-based RSUs. The total approved equity grant amounted to 6,328 RSUs with a grant date fair value of $21.97 per award that will primarily vest annually over three years of continuous service with the first annual vest date beginning on September 1, 2015. | |||||||||||||||||||||||||||||||||
In September 2014, and in connection with the Sg2 Acquisition, the Compensation Committee approved an equity grant for certain eligible employees consisting of service-based and performance-based RSUs. The total approved equity grant amounted to 100,786 RSUs with a grant date fair value of $21.26 per award and was comprised of: (i) 30,095 service-based RSUs that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2016; and (ii) 70,691 performance-based RSUs using a Sg2 revenue performance metric based on the achievement of a target revenue amount over a three-year performance period. Depending on the Sg2 revenue achieved, up to 200,000 RSUs can be earned. A certain minimum Sg2 revenue amount must be achieved before any RSUs will vest beginning on March 1, 2015. If the minimum threshold is not met, the equity award holder will forfeit the awards. | |||||||||||||||||||||||||||||||||
In November 2014, the Compensation Committee approved an equity grant for certain eligible employees consisting of service-based RSUs. The total approved equity grant amounted to 15,910 RSUs with a grant date fair value of $20.72 per award that will primarily vest annually over three years of continuous service with the first annual vest date beginning on December 1, 2015. | |||||||||||||||||||||||||||||||||
Under all plans, our policy is to grant equity awards with an exercise price (or base price in the case of SSARs) equal to the fair market price of our stock on the date of grant. | |||||||||||||||||||||||||||||||||
Equity Award Valuation | |||||||||||||||||||||||||||||||||
Under generally accepted accounting principles for stock compensation for SSARs and stock options, we calculate the grant-date estimated fair value of share-based awards using a Black-Scholes valuation model. Determining the estimated fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the expected term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of the Company’s shares and forfeiture rates of the awards. The guidance requires forfeitures to be estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is estimated based on historical and expected experience. We base fair value estimates on assumptions we believe to be reasonable but that are inherently uncertain. Actual future results may differ materially from those estimates. | |||||||||||||||||||||||||||||||||
The fair value of each equity award has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions for the fiscal years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Range of calculated volatility | n/a | 49.00% | 49.3% - 51.6% | ||||||||||||||||||||||||||||||
Dividend yield | n/a | 0% | 0% | ||||||||||||||||||||||||||||||
Range of risk free interest rate | n/a | 0.72% | 0.62% - 0.92% | ||||||||||||||||||||||||||||||
Range of expected term | n/a | 5.0 years | 4.0 - 5.0 years | ||||||||||||||||||||||||||||||
Historically, it has not been practicable for us to estimate the expected volatility of our share price required by existing accounting requirements based solely on our own historical stock price volatility (i.e., trading history), given our limited history as a publicly traded company. Beginning in 2013, we had sufficient history as a public company and will estimate the expected volatility of our share price, which may impact our future share-based compensation. In accordance with generally accepted accounting principles for stock compensation, for certain grants awarded prior to January 1, 2013, we estimated the grant-date fair value of our shares using a combination of our own trading history and a volatility calculated (“calculated volatility”) from an appropriate industry sector index of comparable entities and using the “simplified method” as prescribed in Staff Accounting Bulletin No. 110, Share-based Payment, to calculate expected term. Dividend payments were not assumed, as we did not anticipate paying a dividend at the dates in which the various option grants occurred during the year. The risk-free rate of return reflects the interest rate offered for zero coupon treasury bonds over the expected term of the options. The expected term of the awards represents the period of time that options granted are expected to be outstanding. | |||||||||||||||||||||||||||||||||
Equity Award Expense Attribution | |||||||||||||||||||||||||||||||||
In general, for equity awards with graded-vesting, compensation cost is recognized using an accelerated method over the vesting or service period and is net of estimated forfeitures. In general, for equity awards with cliff-vesting, compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures. For performance-based equity awards, compensation cost is adjusted each reporting period in which a change in performance achievement is determined and is net of estimated forfeitures. We evaluate the probability of performance achievement each reporting period and, if necessary, adjust share-based compensation expense based on expected performance achievement. | |||||||||||||||||||||||||||||||||
Restricted Stock Units and Restricted Common Stock Awards | |||||||||||||||||||||||||||||||||
We have issued restricted stock units and restricted common stock awards to employees, our Board and our senior advisory board. During 2014, 2013 and 2012, we issued approximately 1,451,000 units, 1,211,000 shares and 438,000 shares, respectively. During 2014, 2013 and 2012, the weighted-average grant date fair value of each restricted stock unit and restricted common stock share was $24.62, $18.44 and $14.00, respectively. The fair value of shares vested during the fiscal years ended December 31, 2014, 2013 and 2012 was $11,118, $5,732 and $10,584, respectively. | |||||||||||||||||||||||||||||||||
A summary of changes in restricted units and shares during the fiscal year ended December 31, 2014 is as follows: | |||||||||||||||||||||||||||||||||
Restricted Stock Units | Restricted Stock | ||||||||||||||||||||||||||||||||
Total Units | Weighted | Weighted | Aggregate | Total | Weighted | Weighted | Aggregate | ||||||||||||||||||||||||||
Average | Average | Intrinsic | Shares(1,2) | Average | Average | Intrinsic | |||||||||||||||||||||||||||
Grant Date | Remaining | Value | Grant Date | Remaining | Value | ||||||||||||||||||||||||||||
Fair Value | Contractual | Fair Value | Contractual | ||||||||||||||||||||||||||||||
Term | Term | ||||||||||||||||||||||||||||||||
Non-vested restricted units and shares outstanding as of January 1, 2014 | — | — | — | 1,137,000 | $ | 17.47 | 2 years | ||||||||||||||||||||||||||
Granted | 1,451,000 | 24.62 | — | — | |||||||||||||||||||||||||||||
Vested | (63,000 | ) | 24.89 | (412,000 | ) | 17.25 | |||||||||||||||||||||||||||
Forfeited | (340,000 | ) | 25.06 | (96,000 | ) | 17.08 | |||||||||||||||||||||||||||
Restricted Units and Shares outstanding as of December 31, 2014 | 1,048,000 | $ | 24.46 | 2 years | $ | 20,712 | 629,000 | $ | 17.68 | 1 year | $ | 12,399 | |||||||||||||||||||||
-1 | Service-based shares are inclusive of certain restricted stock awards issued pursuant to the MedAssets, Inc. 2010 Special Stock Incentive Plan (the “Plan”). The Plan was adopted by the Company’s Board of Directors on November 23, 2010 in connection with the Broadlane Acquisition pursuant to an exception to the requirement for stockholder approval under NASDAQ rules. | ||||||||||||||||||||||||||||||||
-2 | During the year, approximately 135,000 restricted shares were surrendered from equity award holders to settle their associated tax liability. The tax liability was paid by the Company on their behalf and amounted to approximately $3,197. | ||||||||||||||||||||||||||||||||
As of December 31, 2014, there was $17,905 of total unrecognized compensation cost related to unvested restricted common stock awards and restricted stock units that will be recognized over a weighted average period of 1.5 years. | |||||||||||||||||||||||||||||||||
SSARs | |||||||||||||||||||||||||||||||||
We have issued SSARs to employees, our Board and our senior advisory board. During 2013 and 2012, we issued approximately 3,000 and 653,000 SSARs, respectively. During 2013 and 2012 the weighted-average grant date fair value of each SSAR was $7.15 and $6.07, respectively. The fair value of SSARs vested during the fiscal years ended December 31, 2014, 2013 and 2012 was $1,842, $3,529 and $4,291, respectively. | |||||||||||||||||||||||||||||||||
A summary of changes in SSARs during the fiscal year ended December 31, 2014 is as follows: | |||||||||||||||||||||||||||||||||
Total | Weighted | Weighted | Weighted | Aggregate | |||||||||||||||||||||||||||||
SSARs(1) | Average | Average | Average | Intrinsic | |||||||||||||||||||||||||||||
Grant Date | Base Price | Remaining | Value | ||||||||||||||||||||||||||||||
Fair Value | Contractual | ||||||||||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||||||||
SSARs outstanding as of January 1, 2014 | 1,750,000 | $ | 6.41 | $ | 16.52 | 4 years | |||||||||||||||||||||||||||
Granted | — | — | — | ||||||||||||||||||||||||||||||
Exercised | (388,000 | ) | 6.2 | 16.35 | |||||||||||||||||||||||||||||
Forfeited | (105,000 | ) | 6.66 | 17.12 | |||||||||||||||||||||||||||||
SSARs outstanding as of December 31, 2014 | 1,257,000 | $ | 6.45 | $ | 16.59 | 4 years | $ | 4,598 | |||||||||||||||||||||||||
SSARs exercisable as of December 31, 2014 | 808,000 | $ | 6.54 | $ | 17.53 | 4 years | $ | 2,352 | |||||||||||||||||||||||||
-1 | During the year, equity award holders surrendered SSARs to settle their associated tax liability. The tax liability was paid by the Company on their behalf and amounted to approximately $219. | ||||||||||||||||||||||||||||||||
During the fiscal year ended December 31, 2014, we issued approximately 106,000 shares of common stock in connection with exercises of 388,000 SSARs. | |||||||||||||||||||||||||||||||||
During the fiscal year ended December 31, 2013, we issued approximately 267,000 shares of common stock in connection with exercises of 1,340,000 SSARs. | |||||||||||||||||||||||||||||||||
During the fiscal year ended December 31, 2012, we issued approximately 19,000 shares of common stock in connection with exercises of 173,000 SSARs. | |||||||||||||||||||||||||||||||||
As of December 31, 2014, there was $877 of total unrecognized compensation cost related to unvested SSARs that will be recognized over a weighted average period of 1.3 years. | |||||||||||||||||||||||||||||||||
Common Stock Option Awards | |||||||||||||||||||||||||||||||||
During the fiscal years ended December 31, 2014, 2013 and 2012, no service-based stock options were issued. The exercise price of all stock options described below was equal to the market price of our common stock on the date of grant (or “common stock grant-date fair value”), and therefore the intrinsic value of each option grant was zero. | |||||||||||||||||||||||||||||||||
A summary of changes in outstanding options during the fiscal year ended December 31, 2014 is as follows: | |||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||||||||||||||
Price | Contractual | ||||||||||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||||||||
Options outstanding as of January 1, 2014 | 926,000 | $ | 11.89 | 4 years | |||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Exercised | (306,000 | ) | 12.5 | ||||||||||||||||||||||||||||||
Forfeited | (133,000 | ) | 4.87 | ||||||||||||||||||||||||||||||
Options outstanding as of December 31, 2014 | 487,000 | $ | 13.42 | 3 years | $ | 3,242 | |||||||||||||||||||||||||||
Options exercisable as of December 31, 2014 | 485,000 | $ | 13.4 | 3 years | $ | 3,242 | |||||||||||||||||||||||||||
The total fair value of stock options vested during the fiscal years ended December 31, 2014, 2013 and 2012 was $201, $737 and $2,246, respectively. | |||||||||||||||||||||||||||||||||
During the fiscal years ended December 31, 2014, 2013 and 2012, we issued approximately 306,000, 1,364,000 and 1,336,000 shares of common stock, respectively, in connection with employee stock option exercises for aggregate exercise proceeds of $3,829, $14,808 and $10,618, respectively. | |||||||||||||||||||||||||||||||||
The total intrinsic value of stock options exercised during the fiscal years ended December 31, 2014, 2013 and 2012 was $3,370, $14,180 and $10,606, respectively. Our policy for issuing shares upon stock option exercise is to issue new shares of common stock. | |||||||||||||||||||||||||||||||||
As of December 31, 2014, there was $2 of total unrecognized compensation cost related to outstanding stock option awards that will be recognized over a weighted average period of 1 year. | |||||||||||||||||||||||||||||||||
The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives for the number of stock options outstanding as of December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Range of exercise prices | $ | 2.86 - $23.11 | $ | 1.56 - $22.45 | $ | 1.56 - $23.11 | |||||||||||||||||||||||||||
Number of options outstanding | 487,000 | 926,000 | 2,342,000 | ||||||||||||||||||||||||||||||
Weighted average exercise price | $ | 13.42 | $ | 11.89 | $ | 11.31 | |||||||||||||||||||||||||||
Weighted average remaining contractual life | 3.0 years | 3.7 years | 4.4 years |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 10. INCOME TAXES | ||||||||||||
The provision for income tax expense (benefit) is as follows for the years ended December 31: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current expense | |||||||||||||
Federal | $ | 24,812 | $ | 12,580 | $ | 574 | |||||||
State | 2,355 | 2,089 | 1,158 | ||||||||||
Total current expense | 27,167 | 14,669 | 1,732 | ||||||||||
Deferred benefit | |||||||||||||
Federal | (6,654 | ) | 1,791 | (3,110 | ) | ||||||||
State | 1,090 | 222 | (102 | ) | |||||||||
Total deferred (benefit) expense | (5,564 | ) | 2,013 | (3,212 | ) | ||||||||
Provision for income taxes | $ | 21,603 | $ | 16,682 | $ | (1,480 | ) | ||||||
A reconciliation between reported income tax expense (benefit) and the amount computed by applying the statutory federal income tax rate of 35 percent is as follows at December 31, 2014, 2013 and 2012: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Computed tax expense (benefit) | $ | 425 | $ | 15,443 | $ | (2,925 | ) | ||||||
State taxes (net of federal benefit) | 2,240 | 1,534 | 719 | ||||||||||
Goodwill Impairment | 18,388 | — | — | ||||||||||
Meals & entertainment related to operations | 683 | (362 | ) | 895 | |||||||||
Domestic production deduction | — | — | 290 | ||||||||||
Other permanent items | 245 | 139 | 143 | ||||||||||
Research & development credits | (1,050 | ) | (1,262 | ) | (196 | ) | |||||||
Uncertain tax positions | (214 | ) | 31 | (391 | ) | ||||||||
Non deductible compensation | 615 | 1,184 | — | ||||||||||
Other | 271 | (25 | ) | (15 | ) | ||||||||
Provision for income taxes | $ | 21,603 | $ | 16,682 | $ | (1,480 | ) | ||||||
Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31: | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax asset, current | |||||||||||||
Accrued expenses | $ | 3,508 | $ | 4,478 | |||||||||
Accounts receivable | 991 | 967 | |||||||||||
Deferred revenue | 5,977 | 7,185 | |||||||||||
Net operating loss carryforwards | 148 | 174 | |||||||||||
Returns and allowances | 960 | 1,006 | |||||||||||
AMT credit | — | 3,520 | |||||||||||
Deferred tax asset, current | 11,584 | 17,330 | |||||||||||
Valuation allowance | (226 | ) | (1,539 | ) | |||||||||
Total deferred tax asset, current | 11,358 | 15,791 | |||||||||||
Deferred tax liability, current | |||||||||||||
Prepaid expenses | (5,576 | ) | (11,256 | ) | |||||||||
Total deferred tax liability, current | (5,576 | ) | (11,256 | ) | |||||||||
Net deferred tax asset, current | $ | 5,782 | $ | 4,535 | |||||||||
2014 | 2013 | ||||||||||||
Deferred tax asset, non-current | |||||||||||||
Capital lease | $ | 954 | $ | 947 | |||||||||
Capital loss limitation | — | 1,016 | |||||||||||
Debt issuance costs | 628 | 529 | |||||||||||
Deferred compensation | 10,272 | 8,652 | |||||||||||
Deferred revenue | 2,469 | 2,395 | |||||||||||
Net operating loss carryforwards | 4,688 | 4,813 | |||||||||||
Other | 326 | 371 | |||||||||||
Deferred tax asset, non-current | 19,337 | 18,723 | |||||||||||
Valuation allowance | (3,684 | ) | (3,412 | ) | |||||||||
Total deferred tax asset, non-current | 15,653 | 15,311 | |||||||||||
Deferred tax liability, non-current | |||||||||||||
Capitalized software costs | (43,832 | ) | (39,786 | ) | |||||||||
Prepaid expenses | (4,961 | ) | — | ||||||||||
Fixed assets | (4,347 | ) | (4,929 | ) | |||||||||
Intangible assets | (79,120 | ) | (91,679 | ) | |||||||||
Total deferred tax liability, non-current | (132,260 | ) | (136,394 | ) | |||||||||
Net deferred liability, non-current | $ | (116,607 | ) | $ | (121,083 | ) | |||||||
We have historically maintained a valuation allowance on certain deferred tax assets, such as capital losses and various state net operating losses. In assessing the ongoing need for a valuation allowance, we consider recent operating results, the expected scheduled reversal of deferred tax liabilities, projected future taxable benefits and tax planning strategies. As a result of this assessment, we recorded a $1,016 decrease to our valuation allowance for the expiration of our capital loss carryforward and a $25 decrease to our valuation allowance on our state net operating losses for the year ended December 31, 2014. | |||||||||||||
As of December 31, 2014, we have state net operating losses of $107,854 (expiring 2020 – 2034). As of December 31, 2014 we have federal credits of $55 (expiring 2019-2024). | |||||||||||||
Cash paid for income taxes amounted to $27,438 and $7,660 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
We reversed net interest expense and penalties of $153 related to changes in estimates concerning settlement of certain state income tax examination and recorded net interest expense and penalties of $47 for the fiscal years ended December 31, 2014 and December 31, 2013, respectively. As of December 31, 2014, the total amount of interest and penalties included on our consolidated balance sheet was $279. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | |||||||||||||
Balance at December 31, 2011 | $ | 1,299 | |||||||||||
Additions for tax positions of prior years | 50 | ||||||||||||
Settlements and lapse of statue of limitations | (679 | ) | |||||||||||
Balance at December 31, 2012 | $ | 670 | |||||||||||
Additions based on tax positions related to the current year | 223 | ||||||||||||
Reductions for tax positions of prior years | (17 | ) | |||||||||||
Balance at December 31, 2013 | $ | 876 | |||||||||||
Additions for tax positions of prior years | 333 | ||||||||||||
Decreases for tax positions of prior years | (180 | ) | |||||||||||
Settlements and lapse of statue of limitations | (459 | ) | |||||||||||
Balance at December 31, 2014 | $ | 570 | |||||||||||
Included in our unrecognized tax benefits are $579 of uncertain positions that would impact our effective rate if recognized. We anticipate releasing $520 of unrecognized tax benefits in 2015. | |||||||||||||
Our consolidated U.S. federal income tax returns for tax years 1999 to 2013 remain subject to examination by the Internal Revenue Service (or “IRS”) for net operating loss carryforward and credit carryforward purposes. For years 1999 to 2010, the statute for assessments and refunds has generally expired; however, tax attributes for those years may still be examined, which would impact the tax years 2011 and forward. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Earnings (Loss) Per Share | 11. EARNINGS (LOSS) PER SHARE | ||||||||||||
We calculate earnings per share (or “EPS”) in accordance with the GAAP relating to earnings per share. Basic EPS is calculated by dividing reported net loss by the weighted-average number of common shares outstanding for the reported period following the two-class method. Diluted EPS reflects the potential dilution that could occur if our stock options, stock settled stock appreciation rights, unvested restricted stock, stock warrants and shares that were purchasable pursuant to our employee stock purchase plan were exercised and converted into our common shares during the reporting periods. | |||||||||||||
The following table is a reconciliation of the denominator for basic and diluted loss per share for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator for Basic and Diluted (Loss) Income Per Share: | |||||||||||||
Net (loss) income | (20,390 | ) | 27,441 | (6,878 | ) | ||||||||
Denominator for basic (loss) income per share weighted average shares | 59,811,000 | 59,705,000 | 57,452,000 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options | — | 590,000 | — | ||||||||||
Stock-settled stock appreciation rights | — | 267,000 | — | ||||||||||
Restricted stock and stock warrants | — | 616,000 | — | ||||||||||
Denominator for diluted (loss) income per share — adjusted weighted average shares and assumed conversions | 59,811,000 | 61,178,000 | 57,452,000 | ||||||||||
Basic (loss) income per share: | |||||||||||||
Basic net (loss) income from continuing operations | $ | (0.34 | ) | $ | 0.46 | $ | (0.12 | ) | |||||
Diluted net (loss) income per share: | |||||||||||||
Diluted net (loss) income from continuing operations | $ | (0.34 | ) | $ | 0.45 | $ | (0.12 | ) | |||||
During the fiscal years ended December 31, 2014 and 2012, basic and diluted EPS are the same because potentially dilutive securities have been excluded from the calculation of diluted EPS given our net loss for each year. In addition, the effect of certain dilutive securities have been excluded because the impact is anti-dilutive as a result of certain securities being “out of the money” with strike prices greater than the average market price during the period presented. The following table provides a summary of those potentially dilutive securities that have been excluded from the above calculation of diluted EPS: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options | 258,000 | — | 878,000 | ||||||||||
Stock-settled stock appreciation rights | 263,000 | — | 38,000 | ||||||||||
Restricted stock and stock warrants | 775,000 | — | 234,000 | ||||||||||
Total | 1,296,000 | — | 1,150,000 |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segment Information | 12. SEGMENT INFORMATION | ||||||||||||
We deliver our solutions and manage our business through two reportable business segments, Spend and Clinical Resource Management (or “SCM”) and Revenue Cycle Management (or “RCM”). | |||||||||||||
• | Spend and Clinical Resource Management. Our SCM segment provides a comprehensive suite of technology-enabled services that help our clients manage their expense categories. Our solutions lower supply and medical device pricing and utilization by managing the procurement process through our group purchasing organization (“GPO”) portfolio of contracts, consulting services and business intelligence tools. | ||||||||||||
• | Revenue Cycle Management. Our RCM segment provides a comprehensive suite of products and services spanning the hospital revenue cycle workflow—from patient access and financial responsibility, charge capture and integrity, pricing analysis, claims processing and denials management, payor contract management, revenue recovery and accounts receivable services. Our workflow solutions, together with our data management, compliance and audit tools, increase revenue capture and cash collections, reduce accounts receivable balances and increase regulatory compliance. | ||||||||||||
GAAP relating to segment reporting, defines reportable segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing financial performance. The guidance indicates that financial information about segments should be reported on the same basis as that which is used by the chief operating decision maker in the analysis of performance and allocation of resources. Management of the Company, including our chief operating decision maker, uses what we refer to as Segment Adjusted EBITDA as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. We define Segment Adjusted EBITDA as segment net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization (“EBITDA”) as adjusted for other non-recurring, non-cash or non-operating items. Our chief operating decision maker uses Segment Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis from period to period. Segment Adjusted EBITDA includes expenses associated with sales and marketing, general and administrative and product development activities specific to the operation of the segment. General and administrative corporate expenses that are not specific to the segments are not included in the calculation of Segment Adjusted EBITDA. These expenses include the costs to manage our corporate offices, interest expense on our credit facilities and expenses related to being a publicly-held company. All reportable segment revenues are presented net of inter-segment eliminations and represent revenues from external clients. | |||||||||||||
The following tables present Segment Adjusted EBITDA and financial position information as utilized by our chief operating decision maker. A reconciliation of Segment Adjusted EBITDA to consolidated net income is included. General corporate expenses are included in the “Corporate” line item. “RCM” represents the Revenue Cycle Management segment and “SCM” represents the Spend and Clinical Resource Management segment. Other assets and liabilities are included to provide a reconciliation to total assets and total liabilities. | |||||||||||||
The following tables represent our results of operations, by segment, for the fiscal years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue: | |||||||||||||
SCM | |||||||||||||
Gross administrative fees(1) | $ | 494,927 | $ | 472,113 | $ | 427,698 | |||||||
Revenue share obligation(1) | (203,564 | ) | (182,638 | ) | (160,783 | ) | |||||||
Net administrative fees | 291,363 | 289,475 | 266,915 | ||||||||||
Other service fees(2) | 154,242 | 134,987 | 126,656 | ||||||||||
Total SCM net revenue | 445,605 | 424,462 | 393,571 | ||||||||||
RCM | |||||||||||||
Revenue cycle technology | 188,958 | 180,362 | 169,878 | ||||||||||
Revenue cycle services | 85,666 | 75,592 | 76,672 | ||||||||||
Total RCM net revenue | 274,624 | 255,954 | 246,550 | ||||||||||
Total net revenue | 720,229 | 680,416 | 640,121 | ||||||||||
Operating expenses: | |||||||||||||
SCM | 327,903 | 317,977 | 295,486 | ||||||||||
RCM | 291,575 | 223,030 | 214,935 | ||||||||||
Corporate | 54,290 | 48,666 | 44,502 | ||||||||||
Total operating expenses | 673,768 | 589,673 | 554,923 | ||||||||||
Operating income (loss): | |||||||||||||
SCM | 117,702 | 106,485 | 98,085 | ||||||||||
RCM | (16,951 | ) | 32,924 | 31,615 | |||||||||
Corporate | (54,290 | ) | (48,666 | ) | (44,502 | ) | |||||||
Total operating income | 46,461 | 90,743 | 85,198 | ||||||||||
Interest expense | (45,563 | ) | (46,907 | ) | (66,045 | ) | |||||||
Loss on debt extinguishment | — | — | (28,196 | ) | |||||||||
Other income | 315 | 287 | 685 | ||||||||||
Income (loss) before income taxes | 1,213 | 44,123 | (8,358 | ) | |||||||||
Income tax expense (benefit) | 21,603 | 16,682 | (1,480 | ) | |||||||||
Net (loss) income | $ | (20,390 | ) | $ | 27,441 | $ | (6,878 | ) | |||||
Segment Adjusted EBITDA | |||||||||||||
SCM | $ | 195,003 | $ | 189,393 | $ | 176,893 | |||||||
RCM | 67,440 | 62,551 | 59,451 | ||||||||||
Total Segment Adjusted EBITDA | $ | 262,443 | $ | 251,944 | $ | 236,344 | |||||||
Corporate | (28,406 | ) | (31,103 | ) | (29,006 | ) | |||||||
Total Adjusted EBITDA(1) | $ | 234,037 | $ | 220,841 | $ | 207,338 | |||||||
-1 | These are non-GAAP measures. See “Use of Non-GAAP Financial Measures” section for additional information. | ||||||||||||
-2 | Other service fees primarily consists of consulting, services and technology fees. | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Capital expenditures(1): | |||||||||||||
SCM | $ | 25,345 | $ | 16,181 | $ | 19,141 | |||||||
RCM | 32,805 | 38,345 | 35,180 | ||||||||||
Corporate | 5,108 | 4,292 | 12,105 | ||||||||||
Total | $ | 63,258 | $ | 58,818 | $ | 66,426 | |||||||
-1 | Capital expenditures consist of purchases of property and equipment and capitalized software development costs (internal and external use). | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Financial Position: | |||||||||||||
Accounts receivable, net | |||||||||||||
SCM | $ | 74,337 | $ | 38,319 | |||||||||
RCM | 53,129 | 49,314 | |||||||||||
Corporate | 275 | 3 | |||||||||||
Total accounts receivable, net | 127,741 | 87,636 | |||||||||||
Other assets | |||||||||||||
SCM | 1,067,039 | 955,252 | |||||||||||
RCM | 439,333 | 503,359 | |||||||||||
Corporate | 84,683 | 67,502 | |||||||||||
Total other assets | 1,591,055 | 1,526,113 | |||||||||||
Total assets | $ | 1,718,796 | $ | 1,613,749 | |||||||||
SCM accrued revenue share obligation | $ | 91,864 | $ | 77,398 | |||||||||
Deferred revenue | |||||||||||||
SCM | 51,958 | 22,775 | |||||||||||
RCM | 39,494 | 40,117 | |||||||||||
Total deferred revenue | 91,452 | 62,892 | |||||||||||
Notes payable | 556,000 | 439,500 | |||||||||||
Bonds payable | 325,000 | 325,000 | |||||||||||
Other liabilities | |||||||||||||
SCM | 36,938 | 36,393 | |||||||||||
RCM | 23,952 | 26,113 | |||||||||||
Corporate | 147,103 | 156,664 | |||||||||||
Total other liabilities | 207,993 | 219,170 | |||||||||||
Total liabilities | $ | 1,272,309 | $ | 1,123,960 | |||||||||
GAAP relating to segment reporting requires that the total of the reportable segments’ measures of profit or loss be reconciled to the Company’s consolidated operating results. The following table reconciles Segment Adjusted EBITDA to consolidated net (loss) income for each of the fiscal years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
SCM Adjusted EBITDA | $ | 195,003 | $ | 189,393 | $ | 176,893 | |||||||
RCM Adjusted EBITDA | 67,440 | 62,551 | 59,451 | ||||||||||
Total Segment Adjusted EBITDA | 262,443 | 251,944 | 236,344 | ||||||||||
Depreciation | (34,843 | ) | (29,948 | ) | (19,991 | ) | |||||||
Depreciation (included in cost of revenue) | (3,131 | ) | (2,157 | ) | (1,859 | ) | |||||||
Amortization of intangibles | (57,593 | ) | (62,723 | ) | (72,652 | ) | |||||||
Amortization of intangibles (included in cost of revenue) | — | — | (557 | ) | |||||||||
Interest expense, net of interest income(1) | — | — | 4 | ||||||||||
Income tax expense | (62,568 | ) | (52,600 | ) | (22,988 | ) | |||||||
Impairment of goodwill(2) | (52,539 | ) | — | — | |||||||||
Share-based compensation expense(3) | (9,162 | ) | (7,922 | ) | (5,097 | ) | |||||||
Purchase accounting adjustments(4) | (979 | ) | — | — | |||||||||
Restructuring, acquisition and integration-related expenses(5) | (3,466 | ) | (10,070 | ) | (6,348 | ) | |||||||
Total reportable segment net income | 38,162 | 86,524 | 106,856 | ||||||||||
Corporate net (loss) income | (58,552 | ) | (59,083 | ) | (113,734 | ) | |||||||
Consolidated net (loss) income | $ | (20,390 | ) | $ | 27,441 | $ | (6,878 | ) | |||||
-1 | Interest income is included in other income (expense) and is not netted against interest expense in our consolidated statements of operations. | ||||||||||||
-2 | The impairment during the fiscal year ended December 31, 2014 consisted of the write-off of goodwill relating to our revenue cycle services operating unit. | ||||||||||||
-3 | Represents non-cash share-based compensation to both employees and directors. We believe excluding this non-cash expense allows us to compare our operating performance without regard to the impact of share-based compensation, which varies from period to period based on amount and timing of grants. | ||||||||||||
-4 | Represents the effect on revenue of adjusting the acquired deferred revenue balance associated with the Sg2 Acquisition to fair value at the acquisition date. | ||||||||||||
-5 | Represents the amount attributable to restructuring, acquisition and integration-related costs which include costs such as severance, retention, salaries relating to redundant positions, certain performance-related salary-based compensation, operating infrastructure costs and facility consolidation costs. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||
Derivative Financial Instruments | 13. DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||||||
On December 13, 2012, we terminated our two floating-to-fixed rate LIBOR-based forward starting interest rate swaps, originally entered into on May 5, 2011. The swaps were originally scheduled to fully terminate by February 2015. Such early termination was deemed to be a termination of all future obligations between us and each counterparty. In consideration of the early termination, we paid a total of $8,209 to the counterparties on December 17, 2012. Prior to the termination, the fair values of the swaps were recorded in other long-term liabilities and accumulated other comprehensive loss on our balance sheet. The termination of the swaps resulted in the payment of such liability and the reclassification of the related accumulated other comprehensive loss to current period expense. The result was a charge to expense for the fiscal year ended December 31, 2012 of $8,209 ($5,227 net of tax). We have no assets or liabilities remaining on our Consolidated Balance Sheet with respect to these interest rate swaps as of December 31, 2013. | |||||||||||||
The effects of derivative instruments designated as cash flow hedges on income and AOCI are summarized below: | |||||||||||||
Fiscal Year Ended December 31, | |||||||||||||
Derivatives designated as cash flow hedges | 2014 | 2013 | 2012 | ||||||||||
Total unrealized loss recognized in other comprehensive income — interest rate contracts | $ | — | $ | — | $ | (1,166) | |||||||
Total realized loss reclassified into earnings — interest rate contracts | $ | — | $ | — | $ | 5,227 |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Fair Value Disclosures [Abstract] | ||||
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS | |||
We measure fair value for financial instruments, such as derivatives and non-financial assets, when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist in accordance with GAAP for fair value measurements and disclosures. This defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. | ||||
Refer to Note 13 for information and fair values of our derivative instruments measured on a recurring basis under GAAP for fair value measurements and disclosures. | ||||
In estimating our fair value disclosures for financial instruments, we use the following methods and assumptions: | ||||
• | Cash and cash equivalents. The carrying value reported in the consolidated balance sheets for these items approximates fair value due to the high credit standing of the financial institutions holding these items and their liquid nature; | |||
• | Accounts receivable, net. The carrying value reported in the consolidated balance sheets is net of allowances for doubtful accounts which includes a degree of counterparty non-performance risk; | |||
• | Accounts payable and current liabilities. The carrying value reported in the consolidated balance sheets for these items approximates fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as the Company; | |||
• | Notes payable. The carrying value of our long-term notes payable reported in the consolidated balance sheets approximates fair value since they bear interest at variable rates. Refer to Note 6 for further information; and | |||
• | Bonds payable. The carrying value of our long-term bonds payable reported in the consolidated balance sheets approximates fair value. Refer to Note 6 for further information. |
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||
Valuation and Qualifying Accounts | 15. VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||
We maintain an allowance for doubtful accounts that is recorded as a contra asset to our accounts receivable balance; a sales return reserve and client allowance that is recorded as a contra revenue account; and, a self-insurance accrual related to the medical and dental insurance provided to our employees. The following table sets forth the change in each of those reserves for the years ended December 31, 2014, 2013, and 2012. | |||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
Balance at | Charged to Bad | Write offs Net of | Balance at End | ||||||||||||||
Beginning of | Debt(1) | Recoveries(2) | of Year | ||||||||||||||
Year | |||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
Year ended December 31, 2014 | $ | 2,568 | $ | 195 | $ | (122 | ) | $ | 2,641 | ||||||||
Year ended December 31, 2013 | 3,046 | — | (478 | ) | 2,568 | ||||||||||||
Year ended December 31, 2012 | 3,891 | 735 | (1,580 | ) | 3,046 | ||||||||||||
-1 | Additions to the allowance account through the normal course of business are charged to expense. | ||||||||||||||||
-2 | Write-offs reduce the balance of accounts receivable and the related allowance for doubtful accounts indicating management’s belief that specific balances are not recoverable. | ||||||||||||||||
Balance at | Charged to Net | Write offs(2) | Balance at End | ||||||||||||||
Beginning of | Revenue(1) | of Year | |||||||||||||||
Year | |||||||||||||||||
Client Allowance and Return Reserve | |||||||||||||||||
Year ended December 31, 2014 | $ | 2,673 | $ | 1,125 | $ | (1,243 | ) | $ | 2,555 | ||||||||
Year ended December 31, 2013 | 2,759 | 1,675 | (1,761 | ) | 2,673 | ||||||||||||
Year ended December 31, 2012 | 2,129 | 2,126 | (1,496 | ) | 2,759 | ||||||||||||
-1 | Includes client service allowance and sales returns. Additions to the allowance through the normal course of business reduce net revenue. | ||||||||||||||||
-2 | Write-offs reduce the balance of the client allowance and return reserve. | ||||||||||||||||
Balance at | Charged to | Claims Payments(3) | Balance at End of | ||||||||||||||
Beginning of | expense(2) | Year | |||||||||||||||
Year | |||||||||||||||||
Self Insurance Accrual(1) | |||||||||||||||||
Year ended December 31, 2014 | $ | 2,821 | $ | 25,943 | $ | (26,420 | ) | $ | 2,344 | ||||||||
Year ended December 31, 2013 | 2,621 | 25,161 | (24,961 | ) | 2,821 | ||||||||||||
Year ended December 31, 2012 | 2,966 | 25,505 | (25,850 | ) | 2,621 | ||||||||||||
-1 | We have a self-insurance policy to cover our employees’ medical and dental insurance. | ||||||||||||||||
-2 | Estimates of insurance claims expected to be incurred through the normal course of business are charged to expense. | ||||||||||||||||
-3 | Actual insurance claims payments reduce the self-insurance accrual. |
Quarterly_Financial_Informatio
Quarterly Financial Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Information | 16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||||
Unaudited summarized financial data by quarter for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Fiscal 2014 | |||||||||||||||||
Net revenue | $ | 170,867 | $ | 175,415 | $ | 175,705 | $ | 198,242 | |||||||||
Gross profit | 133,436 | 135,054 | 133,266 | 146,621 | |||||||||||||
Net income (loss) | 7,678 | 6,596 | 7,740 | (42,404 | ) | ||||||||||||
Net income (loss) per basic share | $ | 0.13 | $ | 0.11 | $ | 0.13 | $ | (0.71 | ) | ||||||||
Net income (loss) per diluted share | $ | 0.12 | $ | 0.11 | $ | 0.13 | $ | (0.71 | ) | ||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Fiscal 2013 | |||||||||||||||||
Net revenue | $ | 172,837 | $ | 170,742 | $ | 166,371 | $ | 170,466 | |||||||||
Gross profit | 138,569 | 133,246 | 128,125 | 128,526 | |||||||||||||
Net income | 7,704 | 5,084 | 6,902 | 7,751 | |||||||||||||
Net income per basic share | $ | 0.13 | $ | 0.09 | $ | 0.12 | $ | 0.13 | |||||||||
Net income per diluted share | $ | 0.13 | $ | 0.08 | $ | 0.11 | $ | 0.13 | |||||||||
Related_Party_Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 17. RELATED PARTY TRANSACTION |
We had an agreement with John Bardis, formerly our chief executive officer, for the use of an airplane owned by JJB Aviation, LLC, a limited liability company, owned by Mr. Bardis. We paid Mr. Bardis at market-based rates for the use of the airplane for business purposes. The audit committee of the board of directors reviews such usage of the airplane annually. During the fiscal years ended December 31, 2014, 2013 and 2012, we incurred charges of $1,621, $2,250 and $1,861, respectively, related to transactions with Mr. Bardis. On February 17, 2015, the Company entered into a Transition and Consulting Agreement (the “Transition Agreement”) with Mr. Bardis in connection with Mr. Bardis’s resignation from his positions with the Company. Pursuant to the Transition Agreement, the Company’s agreement to use the airplane owned by JJB Aviation, LLC was terminated effective as of January 1, 2015. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS |
We have evaluated subsequent events for recognition or disclosure in the consolidated financial statements filed on Form 10-K with the SEC and no events have occurred that require disclosure, except for the following: | |
In January 2015, our management approved and initiated a plan to restructure our operations which included certain management changes within our SCM and RCM segments. We expect to incur approximately $1,600 in restructuring costs. | |
In February 2015, our Board of Directors authorized an extension to our existing share repurchase program until February 29, 2016 and increased the total dollar amount available for the repurchase of shares of our common stock to $100,000 subject to certain restrictions under our Credit Agreement and Indenture. | |
On February 17, 2015, Mr. Bardis resigned as the chairman of the Company’s board of directors (the “Board”) and chief executive officer for personal reasons, effective immediately. In connection with Mr. Bardis’s resignation, the Company entered into the Transition Agreement with Mr. Bardis, pursuant to which Mr. Bardis will transition to a consulting role with the Company for a term of three years (the “Term”) to provide consulting, business development and similar services of a non-operating nature for an annual consulting fee of $650. Mr. Bardis will remain a member of the Board until the Company’s 2015 Annual Meeting of Stockholders, following which he will have the title of Non-Executive Chairman Emeritus during the Term. Following Mr. Bardis’s resignation, the Board appointed Mr. R. Halsey Wise as Chairman and chief executive officer of the Company, effective immediately. The Company filed an 8-K on February 17, 2015 disclosing the specific terms of the resignation, Transition Agreement and new appointment of its chairman and chief executive officer. |
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||
The consolidated financial statements include the accounts of MedAssets, Inc. and our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The preparation of the financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates. We believe that the estimates, assumptions and judgments involved in revenue recognition, allowances for doubtful accounts and returns, product development costs, share-based payments, business combinations, impairment of goodwill, intangible assets and long-lived assets, and accounting for income taxes have the greatest potential impact on our consolidated financial statements. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||
All of our highly liquid investments with original maturities of three months or less at the date of purchase are carried at cost which approximates fair value and are considered to be cash equivalents. Currently, our excess cash is voluntarily used to repay our swing-line credit facility, if any, on a daily basis and applied against our revolving credit facility on a routine basis when our swing-line credit facility is undrawn. In addition, we may periodically make voluntary repayments on our term loans. Cash and cash equivalents were $12,100 and $2,790 as of December 31, 2014 and December 31, 2013, respectively, and our swing-line balance was zero during those reporting periods. We had $152,000 and $10,000 outstanding on our revolving credit facility as of December 31, 2014 and 2013, respectively. In the event our cash balance is zero at the end of a period, any outstanding checks are recorded as accrued expenses. See Note 6 for immediately available cash under our revolving credit facility. | |||||||||||||
Additionally, we have a concentration of credit risk arising from cash deposits held in excess of federally insured amounts totaling $11,600 as of December 31, 2014. | |||||||||||||
Accounts Receivables and Allowance | Accounts Receivables and Allowance | ||||||||||||
Our trade accounts receivables are recorded at invoiced amounts and do not bear interest. We record an allowance for doubtful accounts against our trade receivables to reflect the balance at net realizable value on our consolidated balance sheets. | |||||||||||||
An allowance for doubtful accounts is established for accounts receivable estimated to be uncollectible due to client credit worthiness and is adjusted periodically based upon management’s evaluation of current economic conditions, historical experience and other relevant factors that, in the opinion of management, deserve recognition in estimating such allowance. Estimates related to our allowance for doubtful accounts are recorded as bad debt expense in our consolidated statement of operations. We review our allowance for doubtful accounts based upon the credit risk of specific clients, historical experience and other information. | |||||||||||||
Client Service Allowance | Client Service Allowance | ||||||||||||
We maintain a client service allowance based on management’s evaluation of historical experience, current trends, individual client experience and other relevant factors that, in the opinion of management, deserve recognition in estimating such allowance. Estimates related to our client service allowance are recorded as a reduction to net revenue in our consolidated statements of operations and as a current liability in our consolidated balance sheets. | |||||||||||||
Financial Instruments | Financial Instruments | ||||||||||||
The carrying amount reported on the balance sheet for trade accounts receivable, trade accounts payable, accrued revenue share obligations and rebates, accrued payroll and benefits, and other accrued expenses approximate fair values due to the short maturities of the financial instruments. | |||||||||||||
We believe the carrying amount of notes payable approximates fair value since they bear interest at variable rates, and interest expense is accrued on notes outstanding. The current portion of notes payable represents the portion of notes payable due within one year of the period end. | |||||||||||||
The fair value of the bonds payable is calculated based on quoted market prices for the same or similar issues or on rates currently offered to the Company for similar debt instruments. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
Net revenue consists primarily of: (a) administrative fees reported under contracts with manufacturers and distributors and (b) other service fee revenue that is comprised of: (i) consulting revenues received under fixed-fee or contingent-based service contracts; (ii) subscription and implementation fees received under our software as a service (“SaaS”) agreements; and (iii) transaction and contingent fees received under service contracts. Revenue is earned primarily in the United States and to a limited extent, Canada. | |||||||||||||
Revenue is recognized when: 1) there is persuasive evidence of an arrangement; 2) the fee is fixed or determinable; 3) services have been rendered and payment has been contractually earned, and 4) collectability is reasonably assured. | |||||||||||||
Administrative Fees | Administrative Fees | ||||||||||||
Administrative fees are generated under contracted purchasing agreements with manufacturers and distributors of healthcare products and services (“vendors”). Vendors pay administrative fees to us in return for the provision of aggregated sales volumes from hospitals and health systems that purchase products qualified under our contracts. The administrative fees paid to us represent a percentage of the purchase volume of our hospitals and healthcare system clients. | |||||||||||||
We earn administrative fees in the quarter in which the respective vendors report client purchasing data to us, usually a month or a quarter in arrears of actual client purchase activity. The majority of our vendor contracts disallow netting product returns from the vendors’ administrative fee calculations in periods subsequent to their reporting dates. For those contracts that allow for netting of product returns, vendors supply us with sufficient purchase and return data needed for us to estimate and record an allowance for sales returns. | |||||||||||||
Revenue is recognized upon the receipt of vendor reports as this reporting proves that the delivery of the product or service has occurred, the administrative fees are fixed and determinable based on reported purchasing volume, and collectability is reasonably assured. Our client and vendor contracts substantiate persuasive evidence of an arrangement. | |||||||||||||
Certain hospital and healthcare system clients receive a revenue share obligation. This obligation is recognized according to the clients’ contractual agreements with our group purchasing organization (“GPO”) as the related administrative fee revenue is recognized. In accordance with GAAP relating to principal agent considerations under revenue recognition, this obligation is netted against the related gross administrative fees, and is presented on the accompanying consolidated statements of operations as a reduction to arrive at total net revenue on our consolidated statements of operations. | |||||||||||||
Net administrative fees shown on our consolidated statements of operations reflect our gross administrative fees net of our revenue share obligation. Gross administrative fees include all administrative fees we receive pursuant to our GPO vendor contracts. Our revenue share obligation represents the portion of the administrative fees we are contractually obligated to share with certain of our GPO clients. The following shows the details of net administrative fee revenues for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gross administration fees | $ | 494,927 | $ | 472,113 | $ | 427,698 | |||||||
Less: Revenue share obligation | (203,564 | ) | (182,638 | ) | (160,783 | ) | |||||||
Administrative fees, net | $ | 291,363 | $ | 289,475 | $ | 266,915 | |||||||
Other Service Fees | Other Service Fees | ||||||||||||
Consulting Fees | |||||||||||||
We generate revenue from fixed-fee consulting contracts. Revenue under these fixed-fee arrangements is recognized based on a proportional performance method as services are performed and deliverables are provided, as long as all other elements of SAB 104 are met. | |||||||||||||
Consulting Fees with Performance Targets | |||||||||||||
We generate revenue from consulting contracts that also include performance targets. The performance targets generally relate to committed financial improvement to our clients from the use and implementation of initiatives that result from our consulting services. Performance targets are measured as our strategic initiatives are identified and implemented, and the financial improvement can be quantified by the client. In the event the performance targets are not achieved, we are obligated to refund or reduce a portion of our fees. | |||||||||||||
Under these arrangements, all revenue is deferred and recognized as the performance target is achieved and the applicable contingency is released as evidenced by client acceptance. All revenues are fixed and determinable and the applicable service is rendered prior to recognition in the financial statements in accordance with SAB 104. One-time or non-recurring performance fees are recognized proportionately over the contract term in the period in which they are earned. We do not defer any related costs under these types of arrangements. | |||||||||||||
Subscription and Implementation Fees | |||||||||||||
We follow GAAP for revenue recognition relating to arrangements that include the right to use software stored on another entity’s hardware for our SaaS-based solutions. Our clients are typically charged upfront non-refundable fees for implementation and recurring host subscription fees for access to web-based services. Our clients have access to our software applications while the data is hosted and maintained on our servers. Our clients cannot take physical possession of the software applications. Revenue from monthly hosting arrangements and services is recognized on a subscription basis over the period in which our clients have access to the product. Implementation fees are typically billed at the beginning of the arrangement and recognized as revenue over the greater of the subscription period or the estimated client relationship period beginning at client acceptance. We currently estimate the client relationship period at six years for our SaaS-based Revenue Cycle Management solutions. Contract subscription periods generally range from two to six years from execution. | |||||||||||||
Transaction Fees and Contingent Service Fees | |||||||||||||
We generate revenue from transactional-based service contracts and contingency-fee based service contracts. Provided all other elements of revenue recognition are met, revenue under these arrangements is recognized as services are performed, deliverables are provided and related contingencies are removed. All related direct costs are recorded as period costs when incurred. | |||||||||||||
Other | |||||||||||||
Other fees are primarily earned for our annual client and vendor meeting. Fees for our annual client and vendor meeting are recognized when the meeting is held and related obligations are performed. | |||||||||||||
Revenue Recognition — Multiple-Deliverable Revenue Arrangements | |||||||||||||
Effective January 1, 2011, we adopted the FASB’s accounting standards update for multiple-deliverable arrangements on a prospective basis. The guidance establishes a selling price hierarchy for determining the appropriate value of a deliverable. The hierarchy is based on: (a) vendor-specific objective evidence, if available (“VSOE”); (b) third-party evidence (“TPE”) if vendor-specific objective evidence is not available; or (c) estimated selling price (“ESP”) if neither VSOE nor TPE is available. The guidance also eliminates the residual method of allocation of contract consideration to elements in the arrangement and requires that arrangement consideration be allocated to all elements at the inception of the arrangement using the relative selling price method. | |||||||||||||
Based on the selling price hierarchy established by the update, if we are unable to establish selling price using VSOE or TPE, we will establish an ESP. ESP is the estimated price at which we would transact a sale if the product or service were sold on a stand-alone basis. We establish a best estimate of ESP considering internal factors relevant to pricing practices such as costs and margin objectives, standalone sales prices of similar services and percentage of the fee charged for a primary service relative to a related service. Additional consideration is also given to market conditions such as competitor pricing strategies and other factors such as market size, the number of facilities, and the number of beds in a facility. If available, we regularly review VSOE and TPE for our services in addition to ESP. | |||||||||||||
Our revenue recognition policy for multiple-deliverable revenue arrangements is as follows: | |||||||||||||
We may bundle certain of our SCM service and technology offerings into a single service arrangement. We may also bundle certain of our RCM service and technology offerings into a single service arrangement. In addition, we may bundle certain of both of our SCM and RCM service and technology offerings together into a single service arrangement and market them as an enterprise arrangement. | |||||||||||||
Service arrangements generally include multiple deliverables or elements such as group purchasing services, consulting services, and SaaS-based subscription and implementation services. Provided that the total arrangement consideration is fixed and determinable at the inception of the arrangement, we allocate the total arrangement consideration to the individual elements within the arrangement based on their relative selling price using VSOE, TPE, or ESP for each element of the arrangement. We establish VSOE, TPE, or ESP for each element of a service arrangement based on the price charged for a particular element when it is sold separately in a stand-alone arrangement. Revenue is then recognized for each element according to the following revenue recognition methodology: (i) group purchasing service revenue is recognized as administrative fees are reported to us (generally approximates ratable recognition over the contractual term); (ii) consulting revenue is recognized on a proportional performance method as services are performed and deliverables are provided or once performance targets are accepted by our clients; and (iii) SaaS-based subscription revenue is recognized ratably over the subscription period (upfront non-refundable fees on our SaaS-based subscription services are recognized over the longer of the subscription period or the estimated client relationship period) beginning with the period in which the SaaS-based services are accepted by the client. | |||||||||||||
The majority of our multi-element service arrangements that include group purchasing services are not fixed and determinable at the inception of the arrangement because the fees for such arrangements are earned as administrative fees are reported. Administrative fees are not fixed and determinable until the receipt of vendor reports. For these multi-element service arrangements, we recognize each element as such element is delivered and as administrative fees are reported to us which generally approximates ratable recognition over the contract term. | |||||||||||||
In addition, certain of our arrangements include performance targets or other contingent fees that are not fixed and determinable at the inception of the arrangement. If the total arrangement consideration is not fixed and determinable at the inception of the arrangement, we allocate only that portion of the arrangement that is fixed and determinable to each element. As additional consideration becomes fixed, it is similarly allocated based on VSOE, TPE or ESP to each element in the arrangement and recognized in accordance with each element’s revenue recognition policy. | |||||||||||||
Performance targets generally relate to committed financial improvement to our clients from the use of our services. Revenue is only recognized if there are no refund rights and the fees earned are fixed and determinable. We obtain client acceptance as performance targets are achieved. In the event the performance targets are not achieved, we may be obligated to refund or reduce a portion of our fees and as such do not consider these fees fixed and determinable until we receive client acceptance. | |||||||||||||
In multi-element service arrangements that involve performance targets, the amount of revenue recognized on a particular delivered element is limited to the amount of revenue earned based on: (i) the proportionate performance of the individual element compared with all elements in the arrangement using the relative selling price method; and (ii) the proportional performance of that individual element. In all cases, revenue recognition is deferred on each element until the contingency on the performance target has been removed and the related revenue is fixed and determinable. | |||||||||||||
Deferred Costs | Deferred Costs | ||||||||||||
We capitalize direct costs incurred during the implementation of our SaaS-based solutions. Deferred implementation costs are amortized into cost of revenue in proportion to the revenue earned over the client relationship period. In addition, we defer upfront sales commissions primarily related to subscription and implementation fees and expense these costs ratably over the contract term. The current and long term portions of deferred costs are included in “Prepaid expense and other current assets” and “Other assets,” respectively in the accompanying consolidated balance sheets. | |||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||
Property and equipment are stated at cost and include the capitalized portion of internal use product development costs. Depreciation of property and equipment (which includes amortization of capitalized internal use software) is computed on the straight-line method over the estimated useful lives of the assets which are as follows: | |||||||||||||
Useful Lives | |||||||||||||
(in years) | |||||||||||||
Buildings | 30 | ||||||||||||
Furniture and fixtures | 7 | ||||||||||||
Computers and equipment | 7-May | ||||||||||||
Leasehold improvements | Term of lease | ||||||||||||
Purchased software and capitalized software development costs (internal use) | 5-Mar | ||||||||||||
We evaluate the impairment or disposal of our property and equipment in accordance with GAAP. We evaluate the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, or whenever management has committed to an asset disposal plan. Whenever these indicators occur, recoverability is determined by comparing the net carrying value of an asset to its total undiscounted cash flows. | |||||||||||||
Product Development Costs | Product Development Costs | ||||||||||||
Our product development costs include costs incurred: (i) prior to the application development stage; (ii) prior to technological feasibility being reached; and (iii) in the post-development or maintenance stage. The majority of our software development costs relate to internal-use software development costs which are capitalized in accordance with relevant GAAP and classified as property and equipment. We have a small amount of external-use software development costs which are capitalized when the technological feasibility of a software product has been established in accordance with GAAP relating to research and development costs of computer software and are included in “Other” within Other long term assets in the accompanying consolidated balance sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years. We periodically evaluate the useful lives of our capitalized software costs. | |||||||||||||
Goodwill and Intangible Assets - Indefinite Life | Goodwill and Intangible Assets — Indefinite Life | ||||||||||||
For identified intangible assets acquired in business combinations, we allocate purchase consideration based on the fair value of intangible assets acquired in accordance with GAAP relating to business combinations. | |||||||||||||
As of December 31, 2014 and 2013, intangible assets with indefinite lives consist of goodwill. See Note 3 for further details. | |||||||||||||
We account for our intangible assets in accordance with GAAP relating to intangible assets, which states that goodwill or intangible assets with indefinite lives are not amortized. Our annual impairment testing date is October 1. We perform an impairment test of these assets on at least an annual basis and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. To determine the fair values, we use the income approach based on estimated discounted future cash flows and the market approach based on comparable publicly traded companies in similar lines of business, and to a lesser extent, guideline public companies. Our cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. If the carrying value of the assets is deemed to be impaired, the amount of the impairment recognized in the financial statements is determined by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. | |||||||||||||
We consider the following to be important factors that could trigger an impairment review: significant continued underperformance relative to historical or projected future operating results; identification of other impaired assets within a reporting unit; the more-likely-than not expectation that a reporting unit or a significant portion of a reporting unit will be sold; significant adverse changes in business climate or regulations; significant changes in senior management; significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business; significant negative industry or economic trends; a significant decline in the Company’s stock price for a sustained period or a significant unforeseen decline in the Company’s credit rating. | |||||||||||||
In connection with our 2014 annual impairment testing, we recognized an impairment charge of $52,539 on the goodwill relating to our revenue cycle services operating unit which is part of our Revenue Cycle Management reporting segment. We did not recognize any goodwill or indefinite-lived intangible asset impairments during the fiscal years ended December 31, 2013 and 2012. | |||||||||||||
Intangible Assets - Definite Life | Intangible Assets — Definite Life | ||||||||||||
The intangible assets with definite lives are comprised of our customer base, developed technology, non-compete agreements and certain trade name assets. See Note 4 for further details. | |||||||||||||
Intangible assets with definite lives are amortized over their estimated useful lives which have been derived based on an assessment of such factors as attrition, expected volume and price changes. We evaluate the useful lives of our intangible assets with definite lives on an annual basis. Costs related to our customer base are amortized over the period and pattern of economic benefit that is expected from the client relationship based on the expected benefit of discounted cash flows. Customer base intangibles have estimated useful lives that range from seven to fourteen years. Costs related to developed technology are amortized on a straight-line basis over a useful life of three to seven years. Costs related to non-compete agreements are amortized on a straight-line basis over the life of the respective agreements. Costs associated with definite-lived trade names are amortized over the period of expected benefit of two to three years. | |||||||||||||
We evaluate indefinite-lived intangibles for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. | |||||||||||||
Business Combinations | Business Combinations | ||||||||||||
We account for acquisitions in accordance with GAAP relating to business combinations. The guidance requires recognition of assets acquired, liabilities assumed, and contingent consideration at their fair value on theacquisition date with subsequent changes recognized in earnings; requires acquisition related expenses and restructuring costs to be recognized separately from the business combination and expensed as incurred; requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment; and requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed as of the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price measurement period, which may be up to one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price measurement period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price measurement period in our operating results in the period in which the adjustments were determined. | |||||||||||||
Restructuring, Acquisition and Integration - Related Expenses | Restructuring, Acquisition and Integration — Related Expenses | ||||||||||||
Restructuring, acquisition and integration-related expenses may consist of: (i) transaction costs incurred to complete acquisitions including due diligence, consulting and other advisory related fees; (ii) integration-related costs related to third party consulting and other employee-related costs associated with the integration of an acquired business into our business; (iii) acquisition-related fees associated with unsuccessful acquisition attempts; and (iv) restructuring-related costs. Our restructuring-related costs are comprised primarily of employee termination costs related to headcount reductions. A liability for costs associated with an exit or disposal activity is recognized and measured initially at fair value only when the liability is incurred. Our restructuring charges also include accruals for estimated losses related to our excess facilities, based on our contractual obligations, net of estimated sublease income. We reassess the liability periodically based on market conditions. Refer to Note 5 for additional details of restructuring activities. | |||||||||||||
Deferred Revenue | Deferred Revenue | ||||||||||||
Deferred revenue consists of unrecognized revenue related to advanced client invoicing or client payments received prior to revenue being realized and earned. Substantially all deferred revenue consists of: (i) deferred administrative fees; (ii) deferred service fees; (iii) deferred software and implementation fees; and (iv) other deferred fees, including receipts for our annual client and vendor meeting prior to the event. | |||||||||||||
Deferred administrative fees arise when cash is received from vendors prior to the receipt of vendor reports. Vendor reports provide details about a client’s purchases and provide evidence that delivery of product or service occurred. Administrative fees are also deferred when reported fees are contingent upon meeting a performance target that has not yet been achieved. | |||||||||||||
Deferred service fees arise when cash is received from clients or upon advanced client invoicing, prior to delivery of service. When the fees are contingent upon meeting a performance target that has not yet been achieved, the service fees are either not invoiced or are deferred on our balance sheet. | |||||||||||||
Deferred software and implementation fees primarily include: (i) implementation fees that are received at the beginning of a subscription contract. These fees are deferred and amortized over the expected period of benefit, which is the greater of the contracted subscription period or the client relationship period; and to a lesser extent, (ii) software support fees which represent client payments made in advance for annual software support contracts. Software and implementation fees are also deferred when the fees are contingent upon meeting a performance target that has not yet been achieved. | |||||||||||||
For the years ended December 31, 2014 and 2013, deferred revenues recorded that are contingent upon meeting performance targets were $8,441 and $6,516, respectively. | |||||||||||||
The following table summarizes the deferred revenue categories and balances as of: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Software and SaaS implementation fees | $ | 55,152 | $ | 27,393 | |||||||||
Service fees | 19,241 | 22,363 | |||||||||||
Administrative fees | 15,715 | 10,935 | |||||||||||
Other fees | 1,344 | 2,201 | |||||||||||
Deferred revenue, total | 91,452 | 62,892 | |||||||||||
Less: Deferred revenue, current portion | (76,034 | ) | (46,523 | ) | |||||||||
Deferred revenue, non-current portion | $ | 15,418 | $ | 16,369 | |||||||||
Revenue Share Obligation and Rebates | Revenue Share Obligation and Rebates | ||||||||||||
We accrue revenue share obligation and rebates for certain clients according to our: (i) revenue share program and (ii) vendor rebate program. | |||||||||||||
Under our revenue share program, certain hospital and health system clients receive revenue share payments. This obligation is accrued according to contractual agreements between our GPO and the hospital and healthcare clients as the related administrative fee revenue is recognized. See description of this accounting treatment under “Administrative Fees” in the “Revenue Recognition” section. | |||||||||||||
We receive rebates pursuant to the provisions of certain vendor agreements. The rebates are earned by our hospitals and health system clients based on the volume of their purchases. We collect, process, and pay the rebates as a service to our clients. Substantially all the vendor rebates are excluded from revenue. The vendor rebates are accrued for active clients when we receive cash payments from vendors. | |||||||||||||
Advertising Costs | Advertising Costs | ||||||||||||
Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2014, 2013 and 2012 was $2,598, $3,196 and $2,750, respectively. | |||||||||||||
Defined Contribution Plan | Defined Contribution Plan | ||||||||||||
We sponsor a defined contribution plan for eligible employees. Under the terms of the plan, employees have the option of contributing a portion of their annual salary to the plan. We make matching contributions of 50 cents for each dollar contributed by employees up to the first six percent of compensation contributed. For the years ended December 31, 2014, 2013 and 2012, our plan contributions amounted to $6,535, $6,062 and $5,175, respectively. | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
Share-based payment transactions (as fully discussed in Note 9) are accounted for in accordance with GAAP relating to stock compensation. The guidance requires companies to recognize the cost (expense) of all share-based payment transactions in the financial statements. We expense employee share-based compensation using fair value-based measurement over an appropriate requisite service period primarily on an accelerated basis. | |||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | ||||||||||||
Derivative instruments are accounted for in accordance with GAAP relating to derivatives and hedging. The guidance requires companies to recognize derivative instruments as either assets or liabilities on the balance sheet at fair value. See Note 13 for further discussion regarding our derivative financial instruments. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
In accordance with GAAP relating to income taxes, we recognize deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the tax year in which the differences are expected to be reflected in the tax return. | |||||||||||||
The carrying value of our net deferred tax assets assumes that we will be able to generate sufficient future taxable income in applicable tax jurisdictions to realize the value of these assets. If we are unable to generate sufficient future taxable income in these jurisdictions, a valuation allowance is recorded when it is more likely than not that the value of the deferred tax assets is not realizable. Management evaluates the realizability of deferred tax assets and assesses the need for any valuation allowance adjustment. It is our policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax positions falls below more likely than not, the change in estimate will impact the income tax provision in the period in which such determination is made. At December 31, 2014, we believe we have appropriately accounted for any unrecognized tax benefits. To the extent we prevail in matters for which a liability for an unrecognized tax benefit is established or we are required to pay amounts in excess of the liability, our effective tax rate in a given financial statement period may be affected. See Note 10 for further information. | |||||||||||||
Sales Taxes | Sales Taxes | ||||||||||||
In accordance with GAAP relating to principal agent considerations under revenue recognition, we record any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a client on a net basis (excluded from revenues). | |||||||||||||
Basic and Diluted Net Income and Loss Per Share | Basic and Diluted Net Income and Loss Per Share | ||||||||||||
Basic net income or (loss) per share (“EPS”) is calculated in accordance with GAAP relating to earnings per share. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would result in the reduction of a loss or the increase in income per share. For purposes of this calculation, our stock options, stock warrants, non-vested restricted stock, stock-settled stock appreciation rights and shares that were purchasable pursuant to our employee stock purchase plan are considered to be potential common shares and are only included in the calculation of diluted EPS when the effect is dilutive. | |||||||||||||
The shares used to calculate basic and diluted EPS represent the weighted-average common shares outstanding. Diluted net (loss) per share is the same as basic net (loss) per share for the fiscal years ended December 31, 2014 and 2012 since the effect of any potentially dilutive securities was excluded (as they were anti-dilutive due to our net loss). | |||||||||||||
Comprehensive Income | Comprehensive Income | ||||||||||||
Comprehensive income reflects the change in equity during the periods presented and is comprised of all components of net income and all components of other comprehensive income. | |||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
Going Concern | |||||||||||||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update relating to disclosure of uncertainties about an entity’s ability to continue as a going concern. The update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in the event that there is such substantial doubt. The update will be effective on January 1, 2016. | |||||||||||||
Share-Based Compensation | |||||||||||||
In June 2014, the FASB issued an accounting standard update relating to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. This update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The update will be effective on January 1, 2016. | |||||||||||||
Revenue Recognition | |||||||||||||
In May 2014, the FASB issued an accounting standard update relating to revenue from contracts with customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The update will replace most existing revenue recognition guidance under GAAP when it becomes effective. The update is effective for us on January 1, 2017. Early application is not permitted. The update permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the update will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | |||||||||||||
Discontinued Operations | |||||||||||||
In April 2014, the FASB issued an accounting standard update which revises what qualifies as a discontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This update will be effective for applicable transactions occurring after January 1, 2015. | |||||||||||||
Income Taxes | |||||||||||||
In July 2013, the FASB issued an accounting standard update relating to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This update amends existing GAAP that required in certain cases, an unrecognized tax benefit, or portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, and retrospective application is permitted. We adopted this update on January 1, 2014. | |||||||||||||
Obligations Resulting from Joint and Several Liability Arrangements | |||||||||||||
In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Examples of obligations within the scope of this update include debt arrangements, other contractual obligations and settled litigation and judicial rulings. The guidance requires an entity to measure such obligations as the sum of the amount that the reporting entity agreed to pay on the basis of its arrangement among its co-obligors plus additional amounts the reporting entity expects to pay on behalf of its co-obligors. The guidance in the update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We adopted this update on January 1, 2014. |
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Net Administrative Fee Revenues | The following shows the details of net administrative fee revenues for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Gross administration fees | $ | 494,927 | $ | 472,113 | $ | 427,698 | |||||||
Less: Revenue share obligation | (203,564 | ) | (182,638 | ) | (160,783 | ) | |||||||
Administrative fees, net | $ | 291,363 | $ | 289,475 | $ | 266,915 | |||||||
Depreciation of Property and Equipment | Depreciation of property and equipment (which includes amortization of capitalized internal use software) is computed on the straight-line method over the estimated useful lives of the assets which are as follows: | ||||||||||||
Useful Lives | |||||||||||||
(in years) | |||||||||||||
Buildings | 30 | ||||||||||||
Furniture and fixtures | 7 | ||||||||||||
Computers and equipment | 7-May | ||||||||||||
Leasehold improvements | Term of lease | ||||||||||||
Purchased software and capitalized software development costs (internal use) | 5-Mar | ||||||||||||
Summary of Deferred Revenue | The following table summarizes the deferred revenue categories and balances as of: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Software and SaaS implementation fees | $ | 55,152 | $ | 27,393 | |||||||||
Service fees | 19,241 | 22,363 | |||||||||||
Administrative fees | 15,715 | 10,935 | |||||||||||
Other fees | 1,344 | 2,201 | |||||||||||
Deferred revenue, total | 91,452 | 62,892 | |||||||||||
Less: Deferred revenue, current portion | (76,034 | ) | (46,523 | ) | |||||||||
Deferred revenue, non-current portion | $ | 15,418 | $ | 16,369 | |||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment, Net | Property and equipment consists of the following as of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Land | $ | 1,200 | $ | 1,200 | |||||
Buildings | 8,821 | 8,821 | |||||||
Furniture and fixtures | 14,806 | 14,130 | |||||||
Computers and equipment | 65,006 | 58,710 | |||||||
Leasehold improvements | 21,904 | 20,700 | |||||||
Purchased software | 37,828 | 30,931 | |||||||
Capitalized software development costs (internal use) | 186,076 | 147,828 | |||||||
335,641 | 282,320 | ||||||||
Accumulated depreciation and amortization | (165,323 | ) | (124,573 | ) | |||||
Property and equipment, net | $ | 170,318 | $ | 157,747 | |||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Components of Goodwill | Goodwill consists of the following as of: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Goodwill, net | $ | 1,058,414 | $ | 1,027,847 | |||||||||
Changes in Goodwill | The changes in goodwill are summarized as follows, consolidated and by segment, for the years ended December 31, 2014 and 2013: | ||||||||||||
December 31, | |||||||||||||
Consolidated | SCM | RCM | |||||||||||
Balance, December 31, 2012 and 2013 | $ | 1,027,847 | $ | 645,202 | $ | 382,645 | |||||||
Sg2 acquisition (Note 5) | 81,476 | 81,476 | — | ||||||||||
TRG acquisition (Note 5) | 1,630 | 1,630 | — | ||||||||||
RCS impairment loss | (52,539 | ) | — | (52,539 | ) | ||||||||
Balance, December 31, 2014 | $ | 1,058,414 | $ | 728,308 | $ | 330,106 |
Other_Intangible_Assets_Tables
Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Text Block [Abstract] | |||||||||||||||||
Intangible Assets with Definite Lives | Intangible assets with definite lives consist of the following: | ||||||||||||||||
Weighted | Gross | Accumulated | Net | ||||||||||||||
Average | Carrying | Amortization | |||||||||||||||
Remaining | Amount | ||||||||||||||||
Amortization | |||||||||||||||||
Period | |||||||||||||||||
(Years)(1) | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Customer base | 3 years | $ | 529,145 | $ | (287,187 | ) | $ | 241,958 | |||||||||
Developed technology | 3 years | 43,900 | (12,375 | ) | 31,525 | ||||||||||||
Trade name | 2 years | 1,100 | (100 | ) | 1,000 | ||||||||||||
Non-compete agreement | 2 years | 2,080 | (156 | ) | 1,924 | ||||||||||||
3 years | $ | 576,225 | $ | (299,818 | ) | $ | 276,407 | ||||||||||
-1 | The period represents the weighted average amortization period remaining in total and for each asset class. | ||||||||||||||||
Weighted | Gross | Accumulated | Net | ||||||||||||||
Average | Carrying | Amortization | |||||||||||||||
Remaining | Amount | ||||||||||||||||
Amortization | |||||||||||||||||
Period | |||||||||||||||||
(Years)(1) | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Customer base | 3 years | $ | 510,547 | $ | (248,094 | ) | $ | 262,453 | |||||||||
Developed technology | 2 years | 13,300 | (8,313 | ) | 4,987 | ||||||||||||
3 years | $ | 523,847 | $ | (256,407 | ) | $ | 267,440 | ||||||||||
-1 | The period represents the weighted average amortization period remaining in total and for each asset class. | ||||||||||||||||
Future Amortization Expense of Definite-Lived Intangible Assets | developed technology related to definite-lived intangible assets. Future amortization expense of definite-lived intangibles as of December 31, 2014, is as follows: | ||||||||||||||||
Amount | |||||||||||||||||
2015 | $ | 58,831 | |||||||||||||||
2016 | 51,897 | ||||||||||||||||
2017 | 47,715 | ||||||||||||||||
2018 | 41,894 | ||||||||||||||||
2019 | 37,310 | ||||||||||||||||
Thereafter | 38,760 | ||||||||||||||||
$ | 276,407 | ||||||||||||||||
Restructuring_Acquisition_and_1
Restructuring Acquisition and Integration-Related Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Summary of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid for Sg2 and the preliminary amounts of the assets acquired and liabilities assumed recognized at the acquisition date: | ||||||||
Fair value of total consideration transferred | $ | 138,201 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||||||
Current assets | $ | 11,090 | |||||||
Property and equipment | 2,559 | ||||||||
Intangible assets | 65,700 | ||||||||
Current liabilities | (21,849 | ) | |||||||
Long-term liabilities | (775 | ) | |||||||
Total identifiable net assets | 56,725 | ||||||||
Goodwill | 81,476 | ||||||||
$ | 138,201 | ||||||||
Summary of Preliminary Fair Value Estimates | Our preliminary fair value estimates are as follows: | ||||||||
Preliminary | Weighted- | ||||||||
Estimated | average | ||||||||
fair value | useful lives | ||||||||
Customer base | $ | 32,300 | 11 year life | ||||||
Developed technology | 30,600 | 6 year life | |||||||
Tradename | 1,100 | 3 year life | |||||||
Non-compete agreement | 1,700 | 3 year life | |||||||
Total acquired identified intangibles | $ | 65,700 | |||||||
Proforma of Financial Information | The following pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Sg2 Acquisition had taken place at the beginning of each period: | ||||||||
Pro forma | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Net revenue | $ | 752,117 | $ | 715,709 | |||||
Net (loss) income | (24,225 | ) | 15,473 | ||||||
Basic net (loss) income per share | $ | (0.41 | ) | $ | 0.26 | ||||
Diluted net (loss) income per share | $ | (0.41 | ) | $ | 0.25 | ||||
Basic weighted average shares | 59,811 | 59,705 | |||||||
Diluted weighted average shares | 59,811 | 61,178 |
Notes_and_Bonds_Payable_Tables
Notes and Bonds Payable (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Summary of Notes Payable | Our notes and bonds payable are summarized as follows as of: | ||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Term A facility | $ | 225,000 | $ | 237,500 | |||||||||||||||||
Term B facility | 179,000 | 192,000 | |||||||||||||||||||
Revolving credit facility | 152,000 | 10,000 | |||||||||||||||||||
Total notes payable | 556,000 | 439,500 | |||||||||||||||||||
Bonds payable | 325,000 | 325,000 | |||||||||||||||||||
Total notes and bonds payable | 881,000 | 764,500 | |||||||||||||||||||
Less: current portions | (29,583 | ) | (15,500 | ) | |||||||||||||||||
Total long-term notes and bonds payable | $ | 851,417 | $ | 749,000 | |||||||||||||||||
Percentage of Redemption Prices | The Company has the option to redeem all or a part of the Notes, at the following redemption prices: | ||||||||||||||||||||
Year | Percentage | ||||||||||||||||||||
2014 | 104 | % | |||||||||||||||||||
2015 | 102 | % | |||||||||||||||||||
2016 and thereafter | 100 | % | |||||||||||||||||||
Debt Maturities and Scheduled Principal Repayments | The following table summarizes our stated debt maturities and scheduled principal repayments as of December 31, 2014: | ||||||||||||||||||||
Year | Term A Facility | Term B Facility(2) | Revolving | Senior | Total | ||||||||||||||||
Credit Facility | Unsecured | ||||||||||||||||||||
Notes | |||||||||||||||||||||
2015(1) | $ | 23,112 | $ | 6,471 | $ | — | $ | — | $ | 29,583 | |||||||||||
2016 | 25,000 | 3,000 | — | — | 28,000 | ||||||||||||||||
2017 | 176,888 | 3,000 | 152,000 | — | 331,888 | ||||||||||||||||
2018 | — | 3,000 | — | 325,000 | 328,000 | ||||||||||||||||
2019 | — | 163,529 | — | — | 163,529 | ||||||||||||||||
$ | 225,000 | $ | 179,000 | $ | 152,000 | $ | 325,000 | $ | 881,000 | ||||||||||||
-1 | Includes mandatory 2014 excess flow payment of $7,833 payable during the first quarter of 2015. | ||||||||||||||||||||
-2 | The Term B Facility matures on December 13, 2019; however, the facility will mature in full on May 15, 2018 if our outstanding senior notes have not been repaid or refinanced in full by such date. | ||||||||||||||||||||
Future Payments of Finance Obligation | Future payments of the finance obligation as of December 31, 2014 are as follows: | ||||||||||||||||||||
Obligations | |||||||||||||||||||||
Under | |||||||||||||||||||||
Capital | |||||||||||||||||||||
Lease | |||||||||||||||||||||
2015 | $ | 1,114 | |||||||||||||||||||
2016 | 1,114 | ||||||||||||||||||||
2017 | 8,600 | ||||||||||||||||||||
10,828 | |||||||||||||||||||||
Less: Amounts representing interest | (2,059 | ) | |||||||||||||||||||
Net present value of capital lease obligation | 8,769 | ||||||||||||||||||||
Less: Amount representing current portion | (294 | ) | |||||||||||||||||||
Finance obligation, less current portion | $ | 8,475 | |||||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Future Minimum Rental Payments Under Operating Leases | Future minimum rental payments under operating leases with initial or remaining non-cancelable lease terms of one year or more as of December 31, 2014 are as follows: | ||||
Operating | |||||
Lease | |||||
2015 | $ | 13,342 | |||
2016 | 8,651 | ||||
2017 | 8,956 | ||||
2018 | 9,962 | ||||
2019 | 8,855 | ||||
Thereafter | 69,796 | ||||
$ | 119,562 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Summary of Cost of Shares Purchased | The repurchased shares have not been retired and constitute authorized but unissued shares. | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Number of shares repurchased | 1,784,645 | — | 62,334 | ||||||||||
Cost of shares repurchased | $ | 42,771 | $ | — | $ | 600 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||
Summary of Total Share-Based Compensation Expense | Total share-based compensation expense (inclusive of restricted common stock, RSUs, common stock options, and SSARs) for the fiscal years ended December 31, 2014, 2013 and 2012 is reflected in our consolidated statements of operations as noted below: | ||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Cost of revenue | $ | 5,510 | $ | 3,866 | $ | 2,165 | |||||||||||||||||||||||||||
Product development | 954 | 635 | 181 | ||||||||||||||||||||||||||||||
Selling and marketing | 2,622 | 2,251 | 1,489 | ||||||||||||||||||||||||||||||
General and administrative | 8,763 | 7,744 | 6,456 | ||||||||||||||||||||||||||||||
Total share-based compensation expense | $ | 17,849 | $ | 14,496 | $ | 10,291 | |||||||||||||||||||||||||||
Fair Value of Equity Awards as of Date of Grant Using Black-Scholes Option-Pricing Model Assumptions | The fair value of each equity award has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions for the fiscal years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Range of calculated volatility | n/a | 49.00% | 49.3% - 51.6% | ||||||||||||||||||||||||||||||
Dividend yield | n/a | 0% | 0% | ||||||||||||||||||||||||||||||
Range of risk free interest rate | n/a | 0.72% | 0.62% - 0.92% | ||||||||||||||||||||||||||||||
Range of expected term | n/a | 5.0 years | 4.0 - 5.0 years | ||||||||||||||||||||||||||||||
Summary of Changes in Restricted Units and Shares | A summary of changes in restricted units and shares during the fiscal year ended December 31, 2014 is as follows: | ||||||||||||||||||||||||||||||||
Restricted Stock Units | Restricted Stock | ||||||||||||||||||||||||||||||||
Total Units | Weighted | Weighted | Aggregate | Total | Weighted | Weighted | Aggregate | ||||||||||||||||||||||||||
Average | Average | Intrinsic | Shares(1,2) | Average | Average | Intrinsic | |||||||||||||||||||||||||||
Grant Date | Remaining | Value | Grant Date | Remaining | Value | ||||||||||||||||||||||||||||
Fair Value | Contractual | Fair Value | Contractual | ||||||||||||||||||||||||||||||
Term | Term | ||||||||||||||||||||||||||||||||
Non-vested restricted units and shares outstanding as of January 1, 2014 | — | — | — | 1,137,000 | $ | 17.47 | 2 years | ||||||||||||||||||||||||||
Granted | 1,451,000 | 24.62 | — | — | |||||||||||||||||||||||||||||
Vested | (63,000 | ) | 24.89 | (412,000 | ) | 17.25 | |||||||||||||||||||||||||||
Forfeited | (340,000 | ) | 25.06 | (96,000 | ) | 17.08 | |||||||||||||||||||||||||||
Restricted Units and Shares outstanding as of December 31, 2014 | 1,048,000 | $ | 24.46 | 2 years | $ | 20,712 | 629,000 | $ | 17.68 | 1 year | $ | 12,399 | |||||||||||||||||||||
-1 | Service-based shares are inclusive of certain restricted stock awards issued pursuant to the MedAssets, Inc. 2010 Special Stock Incentive Plan (the “Plan”). The Plan was adopted by the Company’s Board of Directors on November 23, 2010 in connection with the Broadlane Acquisition pursuant to an exception to the requirement for stockholder approval under NASDAQ rules. | ||||||||||||||||||||||||||||||||
-2 | During the year, approximately 135,000 restricted shares were surrendered from equity award holders to settle their associated tax liability. The tax liability was paid by the Company on their behalf and amounted to approximately $3,197. | ||||||||||||||||||||||||||||||||
Summary of Changes in SSARs | A summary of changes in SSARs during the fiscal year ended December 31, 2014 is as follows: | ||||||||||||||||||||||||||||||||
Total | Weighted | Weighted | Weighted | Aggregate | |||||||||||||||||||||||||||||
SSARs(1) | Average | Average | Average | Intrinsic | |||||||||||||||||||||||||||||
Grant Date | Base Price | Remaining | Value | ||||||||||||||||||||||||||||||
Fair Value | Contractual | ||||||||||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||||||||
SSARs outstanding as of January 1, 2014 | 1,750,000 | $ | 6.41 | $ | 16.52 | 4 years | |||||||||||||||||||||||||||
Granted | — | — | — | ||||||||||||||||||||||||||||||
Exercised | (388,000 | ) | 6.2 | 16.35 | |||||||||||||||||||||||||||||
Forfeited | (105,000 | ) | 6.66 | 17.12 | |||||||||||||||||||||||||||||
SSARs outstanding as of December 31, 2014 | 1,257,000 | $ | 6.45 | $ | 16.59 | 4 years | $ | 4,598 | |||||||||||||||||||||||||
SSARs exercisable as of December 31, 2014 | 808,000 | $ | 6.54 | $ | 17.53 | 4 years | $ | 2,352 | |||||||||||||||||||||||||
-1 | During the year, equity award holders surrendered SSARs to settle their associated tax liability. The tax liability was paid by the Company on their behalf and amounted to approximately $219. | ||||||||||||||||||||||||||||||||
Summary of Changes in Outstanding Options | A summary of changes in outstanding options during the fiscal year ended December 31, 2014 is as follows: | ||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||||||||||||||
Price | Contractual | ||||||||||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||||||||
Options outstanding as of January 1, 2014 | 926,000 | $ | 11.89 | 4 years | |||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Exercised | (306,000 | ) | 12.5 | ||||||||||||||||||||||||||||||
Forfeited | (133,000 | ) | 4.87 | ||||||||||||||||||||||||||||||
Options outstanding as of December 31, 2014 | 487,000 | $ | 13.42 | 3 years | $ | 3,242 | |||||||||||||||||||||||||||
Options exercisable as of December 31, 2014 | 485,000 | $ | 13.4 | 3 years | $ | 3,242 | |||||||||||||||||||||||||||
Summary of Exercise Price Range, Weighted Average Exercise Price, and Remaining Contractual Lives | The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives for the number of stock options outstanding as of December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Range of exercise prices | $ | 2.86 - $23.11 | $ | 1.56 - $22.45 | $ | 1.56 - $23.11 | |||||||||||||||||||||||||||
Number of options outstanding | 487,000 | 926,000 | 2,342,000 | ||||||||||||||||||||||||||||||
Weighted average exercise price | $ | 13.42 | $ | 11.89 | $ | 11.31 | |||||||||||||||||||||||||||
Weighted average remaining contractual life | 3.0 years | 3.7 years | 4.4 years |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Components of Provision for Income Tax Expense (Benefit) | The provision for income tax expense (benefit) is as follows for the years ended December 31: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current expense | |||||||||||||
Federal | $ | 24,812 | $ | 12,580 | $ | 574 | |||||||
State | 2,355 | 2,089 | 1,158 | ||||||||||
Total current expense | 27,167 | 14,669 | 1,732 | ||||||||||
Deferred benefit | |||||||||||||
Federal | (6,654 | ) | 1,791 | (3,110 | ) | ||||||||
State | 1,090 | 222 | (102 | ) | |||||||||
Total deferred (benefit) expense | (5,564 | ) | 2,013 | (3,212 | ) | ||||||||
Provision for income taxes | $ | 21,603 | $ | 16,682 | $ | (1,480 | ) | ||||||
Reconciliation Between Income Tax Expense (Benefit) and Amount Computed | A reconciliation between reported income tax expense (benefit) and the amount computed by applying the statutory federal income tax rate of 35 percent is as follows at December 31, 2014, 2013 and 2012: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Computed tax expense (benefit) | $ | 425 | $ | 15,443 | $ | (2,925 | ) | ||||||
State taxes (net of federal benefit) | 2,240 | 1,534 | 719 | ||||||||||
Goodwill Impairment | 18,388 | — | — | ||||||||||
Meals & entertainment related to operations | 683 | (362 | ) | 895 | |||||||||
Domestic production deduction | — | — | 290 | ||||||||||
Other permanent items | 245 | 139 | 143 | ||||||||||
Research & development credits | (1,050 | ) | (1,262 | ) | (196 | ) | |||||||
Uncertain tax positions | (214 | ) | 31 | (391 | ) | ||||||||
Non deductible compensation | 615 | 1,184 | — | ||||||||||
Other | 271 | (25 | ) | (15 | ) | ||||||||
Provision for income taxes | $ | 21,603 | $ | 16,682 | $ | (1,480 | ) | ||||||
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31: | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax asset, current | |||||||||||||
Accrued expenses | $ | 3,508 | $ | 4,478 | |||||||||
Accounts receivable | 991 | 967 | |||||||||||
Deferred revenue | 5,977 | 7,185 | |||||||||||
Net operating loss carryforwards | 148 | 174 | |||||||||||
Returns and allowances | 960 | 1,006 | |||||||||||
AMT credit | — | 3,520 | |||||||||||
Deferred tax asset, current | 11,584 | 17,330 | |||||||||||
Valuation allowance | (226 | ) | (1,539 | ) | |||||||||
Total deferred tax asset, current | 11,358 | 15,791 | |||||||||||
Deferred tax liability, current | |||||||||||||
Prepaid expenses | (5,576 | ) | (11,256 | ) | |||||||||
Total deferred tax liability, current | (5,576 | ) | (11,256 | ) | |||||||||
Net deferred tax asset, current | $ | 5,782 | $ | 4,535 | |||||||||
2014 | 2013 | ||||||||||||
Deferred tax asset, non-current | |||||||||||||
Capital lease | $ | 954 | $ | 947 | |||||||||
Capital loss limitation | — | 1,016 | |||||||||||
Debt issuance costs | 628 | 529 | |||||||||||
Deferred compensation | 10,272 | 8,652 | |||||||||||
Deferred revenue | 2,469 | 2,395 | |||||||||||
Net operating loss carryforwards | 4,688 | 4,813 | |||||||||||
Other | 326 | 371 | |||||||||||
Deferred tax asset, non-current | 19,337 | 18,723 | |||||||||||
Valuation allowance | (3,684 | ) | (3,412 | ) | |||||||||
Total deferred tax asset, non-current | 15,653 | 15,311 | |||||||||||
Deferred tax liability, non-current | |||||||||||||
Capitalized software costs | (43,832 | ) | (39,786 | ) | |||||||||
Prepaid expenses | (4,961 | ) | — | ||||||||||
Fixed assets | (4,347 | ) | (4,929 | ) | |||||||||
Intangible assets | (79,120 | ) | (91,679 | ) | |||||||||
Total deferred tax liability, non-current | (132,260 | ) | (136,394 | ) | |||||||||
Net deferred liability, non-current | $ | (116,607 | ) | $ | (121,083 | ) | |||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | ||||||||||||
Balance at December 31, 2011 | $ | 1,299 | |||||||||||
Additions for tax positions of prior years | 50 | ||||||||||||
Settlements and lapse of statue of limitations | (679 | ) | |||||||||||
Balance at December 31, 2012 | $ | 670 | |||||||||||
Additions based on tax positions related to the current year | 223 | ||||||||||||
Reductions for tax positions of prior years | (17 | ) | |||||||||||
Balance at December 31, 2013 | $ | 876 | |||||||||||
Additions for tax positions of prior years | 333 | ||||||||||||
Decreases for tax positions of prior years | (180 | ) | |||||||||||
Settlements and lapse of statue of limitations | (459 | ) | |||||||||||
Balance at December 31, 2014 | $ | 570 | |||||||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Reconciliation of Basic and Diluted Weighted Average Shares Outstanding | The following table is a reconciliation of the denominator for basic and diluted loss per share for the years ended December 31, 2014, 2013 and 2012. | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator for Basic and Diluted (Loss) Income Per Share: | |||||||||||||
Net (loss) income | (20,390 | ) | 27,441 | (6,878 | ) | ||||||||
Denominator for basic (loss) income per share weighted average shares | 59,811,000 | 59,705,000 | 57,452,000 | ||||||||||
Effect of dilutive securities: | |||||||||||||
Stock options | — | 590,000 | — | ||||||||||
Stock-settled stock appreciation rights | — | 267,000 | — | ||||||||||
Restricted stock and stock warrants | — | 616,000 | — | ||||||||||
Denominator for diluted (loss) income per share — adjusted weighted average shares and assumed conversions | 59,811,000 | 61,178,000 | 57,452,000 | ||||||||||
Basic (loss) income per share: | |||||||||||||
Basic net (loss) income from continuing operations | $ | (0.34 | ) | $ | 0.46 | $ | (0.12 | ) | |||||
Diluted net (loss) income per share: | |||||||||||||
Diluted net (loss) income from continuing operations | $ | (0.34 | ) | $ | 0.45 | $ | (0.12 | ) | |||||
Summary of Potentially Dilutive Securities | The following table provides a summary of those potentially dilutive securities that have been excluded from the above calculation of diluted EPS: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options | 258,000 | — | 878,000 | ||||||||||
Stock-settled stock appreciation rights | 263,000 | — | 38,000 | ||||||||||
Restricted stock and stock warrants | 775,000 | — | 234,000 | ||||||||||
Total | 1,296,000 | — | 1,150,000 |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Financial Information of Business Segments | The following tables represent our results of operations, by segment, for the fiscal years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue: | |||||||||||||
SCM | |||||||||||||
Gross administrative fees(1) | $ | 494,927 | $ | 472,113 | $ | 427,698 | |||||||
Revenue share obligation(1) | (203,564 | ) | (182,638 | ) | (160,783 | ) | |||||||
Net administrative fees | 291,363 | 289,475 | 266,915 | ||||||||||
Other service fees(2) | 154,242 | 134,987 | 126,656 | ||||||||||
Total SCM net revenue | 445,605 | 424,462 | 393,571 | ||||||||||
RCM | |||||||||||||
Revenue cycle technology | 188,958 | 180,362 | 169,878 | ||||||||||
Revenue cycle services | 85,666 | 75,592 | 76,672 | ||||||||||
Total RCM net revenue | 274,624 | 255,954 | 246,550 | ||||||||||
Total net revenue | 720,229 | 680,416 | 640,121 | ||||||||||
Operating expenses: | |||||||||||||
SCM | 327,903 | 317,977 | 295,486 | ||||||||||
RCM | 291,575 | 223,030 | 214,935 | ||||||||||
Corporate | 54,290 | 48,666 | 44,502 | ||||||||||
Total operating expenses | 673,768 | 589,673 | 554,923 | ||||||||||
Operating income (loss): | |||||||||||||
SCM | 117,702 | 106,485 | 98,085 | ||||||||||
RCM | (16,951 | ) | 32,924 | 31,615 | |||||||||
Corporate | (54,290 | ) | (48,666 | ) | (44,502 | ) | |||||||
Total operating income | 46,461 | 90,743 | 85,198 | ||||||||||
Interest expense | (45,563 | ) | (46,907 | ) | (66,045 | ) | |||||||
Loss on debt extinguishment | — | — | (28,196 | ) | |||||||||
Other income | 315 | 287 | 685 | ||||||||||
Income (loss) before income taxes | 1,213 | 44,123 | (8,358 | ) | |||||||||
Income tax expense (benefit) | 21,603 | 16,682 | (1,480 | ) | |||||||||
Net (loss) income | $ | (20,390 | ) | $ | 27,441 | $ | (6,878 | ) | |||||
Segment Adjusted EBITDA | |||||||||||||
SCM | $ | 195,003 | $ | 189,393 | $ | 176,893 | |||||||
RCM | 67,440 | 62,551 | 59,451 | ||||||||||
Total Segment Adjusted EBITDA | $ | 262,443 | $ | 251,944 | $ | 236,344 | |||||||
Corporate | (28,406 | ) | (31,103 | ) | (29,006 | ) | |||||||
Total Adjusted EBITDA(1) | $ | 234,037 | $ | 220,841 | $ | 207,338 | |||||||
-1 | These are non-GAAP measures. See “Use of Non-GAAP Financial Measures” section for additional information. | ||||||||||||
-2 | Other service fees primarily consists of consulting, services and technology fees. | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Capital expenditures(1): | |||||||||||||
SCM | $ | 25,345 | $ | 16,181 | $ | 19,141 | |||||||
RCM | 32,805 | 38,345 | 35,180 | ||||||||||
Corporate | 5,108 | 4,292 | 12,105 | ||||||||||
Total | $ | 63,258 | $ | 58,818 | $ | 66,426 | |||||||
-1 | Capital expenditures consist of purchases of property and equipment and capitalized software development costs (internal and external use). | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Financial Position: | |||||||||||||
Accounts receivable, net | |||||||||||||
SCM | $ | 74,337 | $ | 38,319 | |||||||||
RCM | 53,129 | 49,314 | |||||||||||
Corporate | 275 | 3 | |||||||||||
Total accounts receivable, net | 127,741 | 87,636 | |||||||||||
Other assets | |||||||||||||
SCM | 1,067,039 | 955,252 | |||||||||||
RCM | 439,333 | 503,359 | |||||||||||
Corporate | 84,683 | 67,502 | |||||||||||
Total other assets | 1,591,055 | 1,526,113 | |||||||||||
Total assets | $ | 1,718,796 | $ | 1,613,749 | |||||||||
SCM accrued revenue share obligation | $ | 91,864 | $ | 77,398 | |||||||||
Deferred revenue | |||||||||||||
SCM | 51,958 | 22,775 | |||||||||||
RCM | 39,494 | 40,117 | |||||||||||
Total deferred revenue | 91,452 | 62,892 | |||||||||||
Notes payable | 556,000 | 439,500 | |||||||||||
Bonds payable | 325,000 | 325,000 | |||||||||||
Other liabilities | |||||||||||||
SCM | 36,938 | 36,393 | |||||||||||
RCM | 23,952 | 26,113 | |||||||||||
Corporate | 147,103 | 156,664 | |||||||||||
Total other liabilities | 207,993 | 219,170 | |||||||||||
Total liabilities | $ | 1,272,309 | $ | 1,123,960 | |||||||||
Segment Adjusted EBITDA to Consolidated Net (Loss) Income | The following table reconciles Segment Adjusted EBITDA to consolidated net (loss) income for each of the fiscal years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
SCM Adjusted EBITDA | $ | 195,003 | $ | 189,393 | $ | 176,893 | |||||||
RCM Adjusted EBITDA | 67,440 | 62,551 | 59,451 | ||||||||||
Total Segment Adjusted EBITDA | 262,443 | 251,944 | 236,344 | ||||||||||
Depreciation | (34,843 | ) | (29,948 | ) | (19,991 | ) | |||||||
Depreciation (included in cost of revenue) | (3,131 | ) | (2,157 | ) | (1,859 | ) | |||||||
Amortization of intangibles | (57,593 | ) | (62,723 | ) | (72,652 | ) | |||||||
Amortization of intangibles (included in cost of revenue) | — | — | (557 | ) | |||||||||
Interest expense, net of interest income(1) | — | — | 4 | ||||||||||
Income tax expense | (62,568 | ) | (52,600 | ) | (22,988 | ) | |||||||
Impairment of goodwill(2) | (52,539 | ) | — | — | |||||||||
Share-based compensation expense(3) | (9,162 | ) | (7,922 | ) | (5,097 | ) | |||||||
Purchase accounting adjustments(4) | (979 | ) | — | — | |||||||||
Restructuring, acquisition and integration-related expenses(5) | (3,466 | ) | (10,070 | ) | (6,348 | ) | |||||||
Total reportable segment net income | 38,162 | 86,524 | 106,856 | ||||||||||
Corporate net (loss) income | (58,552 | ) | (59,083 | ) | (113,734 | ) | |||||||
Consolidated net (loss) income | $ | (20,390 | ) | $ | 27,441 | $ | (6,878 | ) | |||||
-1 | Interest income is included in other income (expense) and is not netted against interest expense in our consolidated statements of operations. | ||||||||||||
-2 | The impairment during the fiscal year ended December 31, 2014 consisted of the write-off of goodwill relating to our revenue cycle services operating unit. | ||||||||||||
-3 | Represents non-cash share-based compensation to both employees and directors. We believe excluding this non-cash expense allows us to compare our operating performance without regard to the impact of share-based compensation, which varies from period to period based on amount and timing of grants. | ||||||||||||
-4 | Represents the effect on revenue of adjusting the acquired deferred revenue balance associated with the Sg2 Acquisition to fair value at the acquisition date. | ||||||||||||
-5 | Represents the amount attributable to restructuring, acquisition and integration-related costs which include costs such as severance, retention, salaries relating to redundant positions, certain performance-related salary-based compensation, operating infrastructure costs and facility consolidation costs. |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||
Derivative Instruments Designated as Cash Flow Hedges on Income and AOCI | The effects of derivative instruments designated as cash flow hedges on income and AOCI are summarized below: | ||||||||||||
Fiscal Year Ended December 31, | |||||||||||||
Derivatives designated as cash flow hedges | 2014 | 2013 | 2012 | ||||||||||
Total unrealized loss recognized in other comprehensive income — interest rate contracts | $ | — | $ | — | $ | (1,166) | |||||||
Total realized loss reclassified into earnings — interest rate contracts | $ | — | $ | — | $ | 5,227 |
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Allowance for Doubtful Accounts [Member] | |||||||||||||||||
Valuation and Qualifying Accounts | Valuation and Qualifying Accounts | ||||||||||||||||
Balance at | Charged to Bad | Write offs Net of | Balance at End | ||||||||||||||
Beginning of | Debt(1) | Recoveries(2) | of Year | ||||||||||||||
Year | |||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
Year ended December 31, 2014 | $ | 2,568 | $ | 195 | $ | (122 | ) | $ | 2,641 | ||||||||
Year ended December 31, 2013 | 3,046 | — | (478 | ) | 2,568 | ||||||||||||
Year ended December 31, 2012 | 3,891 | 735 | (1,580 | ) | 3,046 | ||||||||||||
-1 | Additions to the allowance account through the normal course of business are charged to expense. | ||||||||||||||||
-2 | Write-offs reduce the balance of accounts receivable and the related allowance for doubtful accounts indicating management’s belief that specific balances are not recoverable. | ||||||||||||||||
Self Insurance Accrual [Member] | |||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
Balance at | Charged to Net | Write offs(2) | Balance at End | ||||||||||||||
Beginning of | Revenue(1) | of Year | |||||||||||||||
Year | |||||||||||||||||
Client Allowance and Return Reserve | |||||||||||||||||
Year ended December 31, 2014 | $ | 2,673 | $ | 1,125 | $ | (1,243 | ) | $ | 2,555 | ||||||||
Year ended December 31, 2013 | 2,759 | 1,675 | (1,761 | ) | 2,673 | ||||||||||||
Year ended December 31, 2012 | 2,129 | 2,126 | (1,496 | ) | 2,759 | ||||||||||||
-1 | Includes client service allowance and sales returns. Additions to the allowance through the normal course of business reduce net revenue. | ||||||||||||||||
-2 | Write-offs reduce the balance of the client allowance and return reserve. | ||||||||||||||||
Customer Allowance and Return Reserve [Member] | |||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
Balance at | Charged to | Claims Payments(3) | Balance at End of | ||||||||||||||
Beginning of | expense(2) | Year | |||||||||||||||
Year | |||||||||||||||||
Self Insurance Accrual(1) | |||||||||||||||||
Year ended December 31, 2014 | $ | 2,821 | $ | 25,943 | $ | (26,420 | ) | $ | 2,344 | ||||||||
Year ended December 31, 2013 | 2,621 | 25,161 | (24,961 | ) | 2,821 | ||||||||||||
Year ended December 31, 2012 | 2,966 | 25,505 | (25,850 | ) | 2,621 | ||||||||||||
-1 | We have a self-insurance policy to cover our employees’ medical and dental insurance. | ||||||||||||||||
-2 | Estimates of insurance claims expected to be incurred through the normal course of business are charged to expense. | ||||||||||||||||
-3 | Actual insurance claims payments reduce the self-insurance accrual. |
Quarterly_Financial_Informatio1
Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Information | Unaudited summarized financial data by quarter for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Fiscal 2014 | |||||||||||||||||
Net revenue | $ | 170,867 | $ | 175,415 | $ | 175,705 | $ | 198,242 | |||||||||
Gross profit | 133,436 | 135,054 | 133,266 | 146,621 | |||||||||||||
Net income (loss) | 7,678 | 6,596 | 7,740 | (42,404 | ) | ||||||||||||
Net income (loss) per basic share | $ | 0.13 | $ | 0.11 | $ | 0.13 | $ | (0.71 | ) | ||||||||
Net income (loss) per diluted share | $ | 0.12 | $ | 0.11 | $ | 0.13 | $ | (0.71 | ) | ||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Fiscal 2013 | |||||||||||||||||
Net revenue | $ | 172,837 | $ | 170,742 | $ | 166,371 | $ | 170,466 | |||||||||
Gross profit | 138,569 | 133,246 | 128,125 | 128,526 | |||||||||||||
Net income | 7,704 | 5,084 | 6,902 | 7,751 | |||||||||||||
Net income per basic share | $ | 0.13 | $ | 0.09 | $ | 0.12 | $ | 0.13 | |||||||||
Net income per diluted share | $ | 0.13 | $ | 0.08 | $ | 0.11 | $ | 0.13 | |||||||||
Description_of_Business_and_Si3
Description of Business and Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Change in Accounting Estimate [Line Items] | ||||
Maturity period of liquid instruments | Three months or less | |||
Cash and cash equivalents | $12,100 | $2,790 | $13,734 | $62,947 |
Swing-line balance | 0 | 0 | ||
Outstanding balance on revolving credit facility | 526,417 | 424,000 | ||
Outstanding checks recorded as accrued expenses | 0 | 0 | ||
Concentration of credit risk arising from cash deposit held in excess of federally insured amounts | 11,600 | |||
Average customer relationship service period | 6 years | |||
Contract subscription period, Minimum | 2 years | |||
Contract subscription period, Maximum | 6 years | |||
Goodwill impairment charge | 52,539 | |||
Goodwill or indefinite-lived intangible asset impairments | 52,539 | 3,551 | 0 | |
Period of preliminary purchase price measurement | Up to one year | |||
Contingent deferred revenue | 8,441 | 6,516 | ||
Advertising expense | 2,598 | 3,196 | 2,750 | |
Plan contribution | 6,535 | 6,062 | 5,175 | |
Employer matching contribution for each dollar contributed by employee | 50 cents for each dollar | |||
Percentage of compensation contributed by employees to determine employers contribution | 6.00% | |||
Comprehensive income (loss) | -20,390 | 27,441 | -2,817 | |
Revolving Credit Facility [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Outstanding balance on revolving credit facility | $152,000 | $10,000 | ||
Maximum [Member] | Software [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Finite-lived intangible assets, useful life | 5 years | |||
Maximum [Member] | Customer Base [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Finite-lived intangible assets, useful life | 14 years | |||
Maximum [Member] | Developed Technology [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Finite-lived intangible assets, useful life | 7 years | |||
Maximum [Member] | Trade Name [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Finite-lived intangible assets, useful life | 3 years | |||
Minimum [Member] | Customer Base [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Finite-lived intangible assets, useful life | 7 years | |||
Minimum [Member] | Developed Technology [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Finite-lived intangible assets, useful life | 3 years | |||
Minimum [Member] | Trade Name [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Finite-lived intangible assets, useful life | 2 years |
Description_of_Business_and_Si4
Description of Business and Significant Accounting Policies - Net Administrative Fee Revenues (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Gross administration fees | $494,927 | $472,113 | $427,698 |
Less: Revenue share obligation | -203,564 | -182,638 | -160,783 |
Administrative fees, net | $291,363 | $289,475 | $266,915 |
Description_of_Business_and_Si5
Description of Business and Significant Accounting Policies - Depreciation of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Buildings [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Property Plant And Equipment Useful Life | 30 years |
Furniture and Fixtures [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Property Plant And Equipment Useful Life | 7 years |
Leasehold Improvements [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Property Plant And Equipment Useful Life | Term of lease |
Minimum [Member] | Computer and Equipment [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Minimum [Member] | Purchased Software and Capitalized Software Development Costs (Internal Use) [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Maximum [Member] | Computer and Equipment [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Property Plant And Equipment Useful Life | 7 years |
Maximum [Member] | Purchased Software and Capitalized Software Development Costs (Internal Use) [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Description_of_Business_and_Si6
Description of Business and Significant Accounting Policies - Summary of Deferred Revenue (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, total | $91,452 | $62,892 |
Deferred revenue, total | 91,452 | 62,892 |
Less: Deferred revenue, current portion | -76,034 | -46,523 |
Deferred revenue, non-current portion | 15,418 | 16,369 |
Software and SaaS Implementation Fees [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, total | 55,152 | 27,393 |
Deferred revenue, total | 55,152 | 27,393 |
Service Fees [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, total | 19,241 | 22,363 |
Deferred revenue, total | 19,241 | 22,363 |
Administrative Fees [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, total | 15,715 | 10,935 |
Deferred revenue, total | 15,715 | 10,935 |
Other Fees [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, total | 1,344 | 2,201 |
Deferred revenue, total | $1,344 | $2,201 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment, Net (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipments [Abstract] | ||
Land | $1,200 | $1,200 |
Buildings | 8,821 | 8,821 |
Furniture and fixtures | 14,806 | 14,130 |
Computers and equipment | 65,006 | 58,710 |
Leasehold improvements | 21,904 | 20,700 |
Purchased software | 37,828 | 30,931 |
Capitalized software development costs (internal use) | 186,076 | 147,828 |
Property and equipment, gross | 335,641 | 282,320 |
Accumulated depreciation and amortization | -165,323 | -124,573 |
Property and equipment, net | $170,318 | $157,747 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2013 |
Property, Plant and Equipment [Line Items] | ||||
Leasehold improvement depreciated on a straight line basis | 15 years | |||
Property and equipment, net | $170,318 | $157,747 | ||
Impairment charges related to property and equipment | 0 | 3,551 | 0 | |
Additions of capitalized cost of computer software development | 38,092 | 38,944 | ||
Accumulated amortization related to capitalized costs of software developed for external use | 85,555 | 57,823 | ||
Gross carrying value, capitalized software development costs for external use | 186,076 | 147,828 | ||
Cost of revenue related to amortization of software (external use) | 3,131 | 2,157 | 2,416 | |
Facility Consolidation [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Tenant allowance related to an operating lease | 10,378 | |||
Property and equipment, net | 9,110 | 9,802 | ||
Other Assets [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Accumulated amortization related to capitalized costs of software developed for external use | 13,845 | 10,714 | ||
Additions of capitalized software development costs for external use | 3,429 | 4,399 | ||
Gross carrying value, capitalized software development costs for external use | 23,263 | 19,834 | ||
Cost of revenue related to amortization of software (external use) | $3,131 | $2,157 | $1,859 |
Goodwill_Components_of_Goodwil
Goodwill - Components of Goodwill (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, net | $1,058,414 | $1,027,847 |
Goodwill_Changes_in_Goodwill_D
Goodwill - Changes in Goodwill (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 22, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | |||
Beginning Balance | $1,027,847 | ||
RCS impairment loss | -52,539 | ||
Ending Balance | 1,058,414 | ||
SG-2 LLC [Member] | |||
Goodwill [Line Items] | |||
Beginning Balance | 81,476 | ||
Acquisition | 81,476 | ||
Ending Balance | 81,476 | 81,476 | |
TRG [Member] | |||
Goodwill [Line Items] | |||
Acquisition | 1,630 | ||
Operating Segments [Member] | SCM [Member] | |||
Goodwill [Line Items] | |||
Beginning Balance | 645,202 | ||
Ending Balance | 728,308 | 645,202 | |
Operating Segments [Member] | RCM [Member] | |||
Goodwill [Line Items] | |||
Beginning Balance | 382,645 | ||
RCS impairment loss | -52,539 | ||
Ending Balance | 330,106 | ||
Operating Segments [Member] | SG-2 LLC [Member] | SCM [Member] | |||
Goodwill [Line Items] | |||
Acquisition | 81,476 | ||
Operating Segments [Member] | TRG [Member] | SCM [Member] | |||
Goodwill [Line Items] | |||
Acquisition | $1,630 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Oct. 02, 2013 |
Goodwill [Line Items] | ||
Preliminary estimate related to goodwill impairment charge | $52,539 | |
Minimum [Member] | Operating Segments [Member] | RCM [Member] | ||
Goodwill [Line Items] | ||
Percentage of estimated Fair value of revenue cycle services exceeding carrying value | 10.00% |
Other_Intangible_Assets_Intang
Other Intangible Assets - Intangible Assets with Definite Lives (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 576,225 | 523,847 |
Accumulated Amortization | -299,818 | -256,407 |
Net | 276,407 | 267,440 |
Weighted Average [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, useful life | 3 years | 3 years |
Customer Base [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 529,145 | 510,547 |
Accumulated Amortization | -287,187 | -248,094 |
Net | 241,958 | 262,453 |
Customer Base [Member] | Weighted Average [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, useful life | 3 years | 3 years |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43,900 | 13,300 |
Accumulated Amortization | -12,375 | -8,313 |
Net | 31,525 | 4,987 |
Developed Technology [Member] | Weighted Average [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, useful life | 3 years | 2 years |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,100 | |
Accumulated Amortization | -100 | |
Net | 1,000 | |
Trade Name [Member] | Weighted Average [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, useful life | 2 years | |
Non-compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,080 | |
Accumulated Amortization | -156 | |
Net | 1,924 | |
Non-compete Agreement [Member] | Weighted Average [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, useful life | 2 years |
Other_Intangible_Assets_Additi
Other Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill And Other Intangibles [Line Items] | |||
Amortization of intangibles | $57,593 | $62,723 | $72,652 |
Cost of revenue related to amortization of developed technology | 3,131 | 2,157 | 2,416 |
Developed Technology [Member] | |||
Goodwill And Other Intangibles [Line Items] | |||
Amortization of intangibles | 57,593 | 62,723 | 73,209 |
Cost of revenue related to amortization of developed technology | 0 | 0 | 557 |
Developed Technology [Member] | Operating Segments [Member] | RCM [Member] | |||
Goodwill And Other Intangibles [Line Items] | |||
Reduction in gross carrying amount and related accumulated amortization Amortization expense recognized | -23,200 | ||
Trade Name [Member] | Operating Segments [Member] | SCM [Member] | |||
Goodwill And Other Intangibles [Line Items] | |||
Reduction in gross carrying amount and related accumulated amortization Amortization expense recognized | -4,300 | ||
Customer Base [Member] | Operating Segments [Member] | RCM [Member] | |||
Goodwill And Other Intangibles [Line Items] | |||
Reduction in gross carrying amount and related accumulated amortization Amortization expense recognized | $14,200 |
Other_Intangible_Assets_Future
Other Intangible Assets - Future Amortization Expense of Definite-Lived Intangible Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $58,831 | |
2016 | 51,897 | |
2017 | 47,715 | |
2018 | 41,894 | |
2019 | 37,310 | |
Thereafter | 38,760 | |
Net | $276,407 | $267,440 |
Restructuring_Acquisition_and_2
Restructuring, Acquisition and Integration-Related Expenses - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 22, 2014 | Dec. 31, 2014 |
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Charges incurred | $4,207 | $10,070 | $6,348 | ||
Cash payments | 2,909 | ||||
Restructuring reserve current | 1,918 | 1,918 | |||
Restructuring costs under plan | 4,207 | 4,207 | |||
Aggregate purchase price of acquisition | 141,256 | ||||
Goodwill | 1,058,414 | 1,027,847 | 1,058,414 | ||
Reduction in net revenue related to fair value of deferred revenue acquired | 2,019 | ||||
Employee Bonuses [Member] | |||||
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Adjustments to exclude non-recurring expenses related in connection with the acquisition | 3,661 | ||||
Legal, Financial, and Accounting Professional Advisors [Member] | |||||
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Adjustments to exclude non-recurring expenses related in connection with the acquisition | 3,305 | ||||
Acquisitions [Member] | SCM [Member] | |||||
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Assets acquired from other acquisition related activities | 3,055 | 3,055 | |||
Current assets acquired from other acquisition related activities | 565 | 565 | |||
Goodwill acquired from other acquisition related activities | 1,630 | ||||
Acquisitions [Member] | SCM [Member] | Customer Base [Member] | |||||
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Intangible assets acquired from other acquisition related activities | 480 | ||||
Weighted-average useful life | 3 years | ||||
Acquisitions [Member] | SCM [Member] | Non-compete Agreement [Member] | |||||
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Intangible assets acquired from other acquisition related activities | 380 | ||||
Weighted-average useful life | 3 years | ||||
SG-2 LLC [Member] | |||||
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Percentage of equity interest acquired | 100.00% | ||||
Aggregate purchase price of acquisition | 138,201 | ||||
Decrease in purchase price | 32 | ||||
Goodwill | 81,476 | 81,476 | 81,476 | ||
Trade accounts receivable | 9,198 | 9,198 | |||
Gross amount due under customer contracts | 9,598 | 9,598 | |||
Uncollectible amount due under customer contracts | 400 | 400 | |||
Fair value of acquired identified intangible assets | 65,700 | 65,700 | |||
Adjustment to reduce the carrying value of deferred revenue | 1,923 | ||||
Carrying value of deferred revenue | 17,901 | ||||
Unfavorable lease obligation | 995 | 995 | |||
Short-term portion of unfavorable lease obligation | 220 | 220 | |||
Cost incurred in connection with acquisition | 3,305 | 3,305 | |||
Revenues | 11,730 | ||||
Net income (loss) | -2,408 | ||||
Current assets acquired from other acquisition related activities | 11,090 | 11,090 | |||
Goodwill acquired from other acquisition related activities | $81,476 | ||||
SG-2 LLC [Member] | Minimum [Member] | |||||
Restructuring Acquisition And Integration Charges [Line Items] | |||||
Number of hospitals facilitate | 1,500 |
Restructuring_Acquisition_and_3
Restructuring, Acquisition and Integration-Related Expenses - Summary of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 22, 2014 |
In Thousands, unless otherwise specified | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | $1,058,414 | $1,027,847 | |
SG-2 LLC [Member] | |||
Loans At Acquisition Date [Line Items] | |||
Fair value of total consideration transferred | 138,201 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Current assets | 11,090 | ||
Property and equipment | 2,559 | ||
Intangible assets | 65,700 | ||
Current liabilities | -21,849 | ||
Long-term liabilities | -775 | ||
Total identifiable net assets | 56,725 | ||
Goodwill | 81,476 | 81,476 | |
Total purchase price | $138,201 |
Restructuring_Acquisition_and_4
Restructuring, Acquisition and Integration-Related Expenses - Summary of Preliminary Fair Value Estimates (Detail) (SG-2 LLC [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated fair value | $65,700 |
Customer Base [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated fair value | 32,300 |
Weighted-average useful lives | 11 years |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated fair value | 30,600 |
Weighted-average useful lives | 6 years |
Trade Name [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated fair value | 1,100 |
Weighted-average useful lives | 3 years |
Non Compete Agreement [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary Estimated fair value | $1,700 |
Weighted-average useful lives | 3 years |
Restructuring_Acquisition_and_5
Restructuring, Acquisition and Integration-Related Expenses - Proforma of Financial Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Combination Increase Decrease To Reflect Liabilities Acquired At Fair Value [Abstract] | ||
Net revenue | $752,117 | $715,709 |
Net (loss) income | ($24,225) | $15,473 |
Basic net (loss) income per share | ($0.41) | $0.26 |
Diluted net (loss) income per share | ($0.41) | $0.25 |
Basic weighted average shares | 59,811 | 59,705 |
Diluted weighted average shares | 59,811 | 61,178 |
Notes_and_Bonds_Payable_Summar
Notes and Bonds Payable - Summary of Notes Payable (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total notes payable | $556,000 | $439,500 |
Bonds payable | 325,000 | 325,000 |
Total notes and bonds payable | 881,000 | 764,500 |
Total notes and bonds payable | 881,000 | 764,500 |
Less: current portions | -29,583 | -15,500 |
Total long-term notes and bonds payable | 851,417 | 749,000 |
Term A Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 225,000 | 237,500 |
Total notes and bonds payable | 225,000 | |
Total notes and bonds payable | 225,000 | |
Term B Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 179,000 | 192,000 |
Total notes and bonds payable | 179,000 | |
Total notes and bonds payable | 179,000 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 152,000 | 10,000 |
Total notes and bonds payable | 152,000 | |
Total notes and bonds payable | $152,000 |
Notes_and_Bonds_Payable_Additi
Notes and Bonds Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 08, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ||||
Notes payable | $556,000 | $439,500 | ||
Outstanding balance on revolving credit facility | 526,417 | 424,000 | ||
Amount drawn on swing line loan | 0 | |||
Outstanding letter of credit under credit facility | 147,000 | |||
Letters of credit outstanding amount | 1,000 | |||
Scheduled principal payments | 15,500 | |||
Increase in revolving committed amount under Credit Agreement | 100,000 | |||
Revolving committed amount under Credit Agreement | 300,000 | |||
Debt issuance costs | 615 | 14,075 | ||
Principal amount of senior notes | 325,000 | |||
Percentage owned by subsidiary guarantor | 100.00% | |||
Percentage of interest rate on bonds payable | 8.00% | |||
Maturity date of debt instrument | 15-Nov-18 | |||
Amortization of debt issuance costs | 3,805 | 3,807 | 7,390 | |
Total interest paid, net of amounts capitalized | 41,464 | 45,185 | ||
Lease payments included as interest expense | 676 | 676 | 676 | |
Amount of financial obligation decretion | 267 | 243 | ||
Rental income and additional interest expense under lease agreement | 438 | |||
Future undiscounted payments under lease agreement | 1,746 | |||
Term A Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 225,000 | 237,500 | ||
Weighted average interest rate of senior term loan facility | 2.49% | |||
Term B Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 179,000 | 192,000 | ||
Voluntary prepayment on Term B Facility | 10,000 | |||
Weighted average interest rate of senior term loan facility | 4.00% | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 152,000 | 10,000 | ||
Outstanding balance on revolving credit facility | 152,000 | 10,000 | ||
Voluntary payments on revolving credit facility | 40,000 | |||
Weighted average interest rate of senior term loan facility | 2.48% | |||
Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable current | $7,833 | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of consolidated tangible assets and revenues of subsidiaries not providing guarantees | 2.50% | |||
Percentage of consolidated earnings before interest taxes depreciation and amortization on consolidated basis of immaterial subsidiaries not providing guarantees | 5.00% | |||
Percentage of pledged equity securities of foreign subsidiary | 65.00% | |||
Senior Notes Due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Repurchase percentage of aggregate principal amount plus accrued and unpaid interest | 101.00% | |||
Percentage of par value on senior notes | 103.00% |
Notes_and_Bonds_Payable_Percen
Notes and Bonds Payable - Percentage of Redemption Prices (Detail) (Senior Notes Due 2018 [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
2014 [Member] | |
Debt Instrument [Line Items] | |
Percentage of redemption prices | 104.00% |
2015 [Member] | |
Debt Instrument [Line Items] | |
Percentage of redemption prices | 102.00% |
2016 and Thereafter [Member] | |
Debt Instrument [Line Items] | |
Percentage of redemption prices | 100.00% |
Notes_and_Bonds_Payable_Debt_M
Notes and Bonds Payable - Debt Maturities and Scheduled Principal Repayments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Principal Payment in 2015 | $29,583 | |
Principal Payment in 2016 | 28,000 | |
Principal Payment in 2017 | 331,888 | |
Principal Payment in 2018 | 328,000 | |
Principal Payment in 2019 | 163,529 | |
Total notes and bonds payable | 881,000 | 764,500 |
Term A Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal Payment in 2015 | 23,112 | |
Principal Payment in 2016 | 25,000 | |
Principal Payment in 2017 | 176,888 | |
Total notes and bonds payable | 225,000 | |
Term B Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal Payment in 2015 | 6,471 | |
Principal Payment in 2016 | 3,000 | |
Principal Payment in 2017 | 3,000 | |
Principal Payment in 2018 | 3,000 | |
Principal Payment in 2019 | 163,529 | |
Total notes and bonds payable | 179,000 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal Payment in 2017 | 152,000 | |
Total notes and bonds payable | 152,000 | |
Senior Unsecured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal Payment in 2018 | 325,000 | |
Total notes and bonds payable | $325,000 |
Notes_and_Bonds_Payable_Debt_M1
Notes and Bonds Payable - Debt Maturities and Scheduled Principal Repayments (Parenthetical) (Detail) (Mandatory Payment For 2014 [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Mandatory Payment For 2014 [Member] | |
Debt Instrument [Line Items] | |
Mandatory excess cash flow payment | $7,833 |
Notes_and_Bonds_Payable_Future
Notes and Bonds Payable - Future Payments of Finance Obligation (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
2015 | $1,114 | |
2016 | 1,114 | |
2017 | 8,600 | |
Total | 10,828 | |
Less: Amounts representing interest | -2,059 | |
Net present value of capital lease obligation | 8,769 | |
Net present value of capital lease obligation | 8,769 | |
Less: Amount representing current portion | -294 | -255 |
Finance obligation, less current portion | $8,475 | $8,781 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Future Minimum Rental Payments Under Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $13,342 |
2016 | 8,651 |
2017 | 8,956 |
2018 | 9,962 |
2019 | 8,855 |
Thereafter | 69,796 |
Total | $119,562 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $11,685 | $16,635 | $11,060 |
Lease termination fees included in rent expenses | $5,341 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Feb. 26, 2014 | Dec. 31, 2013 | Aug. 23, 2011 | |
Equity [Abstract] | ||||
Preferred stock, shares authorized | 50,000,000 | |||
Preferred stock, Par value | $0.01 | |||
Preferred stock, issued | 0 | 0 | ||
Preferred stock, outstanding | 0 | 0 | ||
Common stock shares issued in connection with exercise of warrants | 13,000 | |||
Warrants outstanding | 0 | |||
Authorized amount for share repurchase program, maximum | $75,000,000 | $25,000,000 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Amount and Cost of Common Stock Repurchased (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 |
Equity [Abstract] | ||
Number of shares repurchased | 1,784,645 | 62,334 |
Cost of shares repurchased | $42,771 | $600 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Nov. 30, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | 31-May-14 | Feb. 28, 2014 | |
Plans | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of share based compensation plans | 3 | ||||||||
Total share-based compensation expense | $17,849,000 | $14,496,000 | $10,291,000 | ||||||
Income tax benefit recognized from equity awards | 6,665,000 | 5,365,000 | 3,853,000 | ||||||
Capitalized share-based compensation expenses | 0 | 0 | 0 | ||||||
Shares reserved under 2008 equity incentive plan available for grant | 5,263,000 | ||||||||
Share-based payment award, award vesting period | 5 years | ||||||||
Share-based Payment Award, Contractual Terms | Seven-year contractual terms | ||||||||
Intrinsic value of options granted | $0 | $0 | $0 | ||||||
Service based stock options issued | 0 | 0 | 0 | ||||||
Employee Stock Purchase Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total share-based compensation expense | 0 | 0 | 0 | ||||||
Percentage of price per share of the common stock sold to participating employees | 95.00% | ||||||||
Period required for holding stock purchases as per the plan | 18 months | ||||||||
Shares reserved under 2008 equity incentive plan available for grant | 500,000 | ||||||||
Shares of common stock purchased | 22,000 | 24,700 | |||||||
Shares of common stock purchased, amount | 494 | 482 | |||||||
Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based payment award, award vesting period | 1 year | ||||||||
Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based payment award, award vesting period | 5 years | ||||||||
Shares issuable to equity holders depending on cumulative revenue growth rate | 200,000 | ||||||||
Common Stock Option Awards [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Period of option awards vested over continuous service | 10 years | ||||||||
Total unrecognized compensation expense | 2,000 | ||||||||
Service based stock options issued | 0 | ||||||||
Fair value of stock options vested | 201,000 | 737,000 | 2,246,000 | ||||||
Total intrinsic value of stock options exercised | 3,370,000 | 14,180,000 | 10,606,000 | ||||||
Common Stock Option Awards [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based payment award, award vesting period | 3 years | ||||||||
Common Stock Option Awards [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based payment award, award vesting period | 5 years | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved under 2008 equity incentive plan available for grant | 15,910 | 100,786 | 6,328 | 8,982 | 1,218,826 | ||||
Share-based payment award, award vesting period | 3 years | 3 years | |||||||
Weighted Average Grant Date Fair Value, Granted | $24.62 | $20.72 | $21.26 | $21.97 | $23.54 | $25.06 | |||
Restricted Stock Units (RSUs) [Member] | Restricted Common Stock Awards [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted Average Grant Date Fair Value, Granted | $24.62 | $18.44 | $14 | ||||||
Restricted stock award, gross | 1,451,000 | ||||||||
Fair value of shares vested | 11,118,000 | 5,732,000 | 10,584,000 | ||||||
Total unrecognized compensation expense | 17,905,000 | ||||||||
Total unrecognized compensation expense will be recognized over a weighted-average period | 1 year 6 months | ||||||||
Service-Based Restricted Shares Vesting Each Month Through December 31, 2014 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved under 2008 equity incentive plan available for grant | 6,179 | 63,355 | |||||||
Service-Based Restricted Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved under 2008 equity incentive plan available for grant | 30,095 | 2,107 | 469,011 | ||||||
Share-based payment award, award vesting period | 3 years | 3 years | 3 years | ||||||
Performance-Based Restricted Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved under 2008 equity incentive plan available for grant | 70,691 | 348 | 343,230 | ||||||
Share-based payment award, award vesting period | 3 years | 3 years | 3 years | ||||||
Percentage to earn from performance-based equity awards | 50.00% | ||||||||
Performance-Based Restricted Shares [Member] | Executive Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based payment award, award vesting period | 3 years | ||||||||
Weighted Average Grant Date Fair Value, Granted | $23.54 | ||||||||
Shares reserved under 2008 equity incentive plan available for grant | 100,000 | ||||||||
Shares issuable to equity holders depending on cumulative revenue growth rate | 200,000 | ||||||||
Performance-Based Restricted Shares [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage to earn from performance-based equity awards | 100.00% | ||||||||
Performance-Based Restricted Shares Using EBITDA Performance Metric [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved under 2008 equity incentive plan available for grant | 348 | 343,230 | |||||||
Share-based payment award, award vesting period | 3 years | 3 years | |||||||
Percentage to earn from performance-based equity awards | 50.00% | ||||||||
Performance-Based Restricted Shares Using EBITDA Performance Metric [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage to earn from performance-based equity awards | 100.00% | ||||||||
Stock- settled Appreciation Rights (SSARs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted Average Grant Date Fair Value, Granted | $0 | $7.15 | $6.07 | ||||||
Fair value of shares vested | 1,842,000 | 3,529,000 | 4,291,000 | ||||||
Total unrecognized compensation expense | 877,000 | ||||||||
Total unrecognized compensation expense will be recognized over a weighted-average period | 1 year 3 months 18 days | ||||||||
SSARs issued | 3,000 | 653,000 | |||||||
Common stock shares issued | 106,000 | 267,000 | 19,000 | ||||||
Number of shares, Exercised | 388,000 | 1,340,000 | 173,000 | ||||||
Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued in connection with exercise of Stock Options | 306,000 | 1,364,000 | 1,336,000 | ||||||
Aggregate exercise price of stock issued in connection with exercise of stock options | $3,829,000 | $14,808,000 | $10,618,000 | ||||||
Restricted Stock [Member] | Restricted Common Stock Awards [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted Average Grant Date Fair Value, Granted | $24.62 | $18.44 | $14 | ||||||
Restricted stock award, gross | 1,211,000 | 438,000 |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Total Share-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $17,849,000 | $14,496,000 | $10,291,000 |
Cost of Revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 5,510,000 | 3,866,000 | 2,165,000 |
Product Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 954,000 | 635,000 | 181,000 |
Selling and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | 2,622,000 | 2,251,000 | 1,489,000 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation expense | $8,763,000 | $7,744,000 | $6,456,000 |
ShareBased_Compensation_Fair_V
Share-Based Compensation - Fair Value of Equity Awards as of Date of Grant Using Black-Scholes Option-Pricing Model Assumptions (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Black Scholes Method Used [Line Items] | ||
Range of calculated volatility, Minimum | 49.00% | 49.30% |
Range of calculated volatility, Maximum | 51.60% | |
Dividend yield | 0.00% | 0.00% |
Range of risk free interest rate, Minimum | 0.72% | 0.62% |
Range of risk free interest rate, Maximum | 0.92% | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Black Scholes Method Used [Line Items] | ||
Range of expected term | 5 years | 4 years |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Black Scholes Method Used [Line Items] | ||
Range of expected term | 5 years |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Changes in Restricted Units and Shares (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | 31-May-14 | Feb. 28, 2014 |
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares outstanding, Beginning balance | 1,137,000 | ||||||
Number of shares, Vested | -412,000 | ||||||
Number of shares, Forfeited | -96,000 | ||||||
Number of shares outstanding, Ending balance | 629,000 | 1,137,000 | |||||
Weighted Average Grant Date Fair Value, Beginning balance | $17.47 | ||||||
Weighted Average Grant Date Fair Value, Vested | $17.25 | ||||||
Weighted Average Grant Date Fair Value, Forfeited | $17.08 | ||||||
Weighted Average Grant Date Fair Value, Ending balance | $17.68 | $17.47 | |||||
Weighted average remaining contractual term, SSARs outstanding | 1 year | 2 years | |||||
Aggregate Intrinsic Value, shares outstanding, Ending balance | $12,399 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares, Granted | 1,451,000 | ||||||
Number of shares, Vested | -63,000 | ||||||
Number of shares, Forfeited | -340,000 | ||||||
Number of shares outstanding, Ending balance | 1,048,000 | ||||||
Weighted Average Grant Date Fair Value, Granted | $24.62 | $20.72 | $21.26 | $21.97 | $23.54 | $25.06 | |
Weighted Average Grant Date Fair Value, Vested | $24.89 | ||||||
Weighted Average Grant Date Fair Value, Forfeited | $25.06 | ||||||
Weighted Average Grant Date Fair Value, Ending balance | $24.46 | ||||||
Weighted average remaining contractual term, SSARs outstanding | 2 years | ||||||
Aggregate Intrinsic Value, shares outstanding, Ending balance | $20,712 |
ShareBased_Compensation_Summar2
Share-Based Compensation - Summary of Changes in Restricted Units and Shares (Parenthetical) (Detail) (Restricted Stock [Member], USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares received | 135,000 |
Tax liability paid | $3,197 |
ShareBased_Compensation_Summar3
Share-Based Compensation - Summary of Changes in SSARs (Detail) (Stock- settled Appreciation Rights (SSARs) [Member], USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock- settled Appreciation Rights (SSARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding, Beginning balance | 1,750,000 | ||
Number of shares, Granted | 0 | ||
Number of shares, Exercised | -388,000 | -1,340,000 | -173,000 |
Number of shares, Forfeited | -105,000 | ||
Number of shares outstanding, Ending balance | 1,257,000 | 1,750,000 | |
SSARs exercisable, Ending Balance | 808,000 | ||
Weighted Average Grant Date Fair Value, Beginning balance | $6.41 | ||
Weighted Average Grant Date Fair Value, Granted | $0 | $7.15 | $6.07 |
Weighted Average Grant Date Fair Value, Exercised | $6.20 | ||
Weighted Average Grant Date Fair Value, Forfeited | $6.66 | ||
Weighted Average Grant Date Fair Value, Ending balance | $6.45 | $6.41 | |
Weighted average grant date fair value, SSARs exercisable, Ending balance | $6.54 | ||
Weighted average base price, Beginning balance | $16.52 | ||
Weighted average base price, Granted | $0 | ||
Weighted average base period, Exercised | $16.35 | ||
Weighted average base price, Forfeited | $17.12 | ||
Weighted average base price, Ending balance | $16.59 | ||
Weighted average base price, SSARs exercisable, Ending balance | $17.53 | ||
Weighted average remaining contractual term, SSARs outstanding | 4 years | 4 years | |
Weighted average remaining contractual term, SSARs exercisable, Ending balance | 4 years | ||
Aggregate intrinsic value, shares outstanding, Ending balance | $4,598 | ||
Aggregate intrinsic value, SSARs exercisable, Ending balance | $2,352 |
ShareBased_Compensation_Summar4
Share-Based Compensation - Summary of Changes in SSARs (Parenthetical) (Detail) (Stock- settled Appreciation Rights (SSARs) [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Stock- settled Appreciation Rights (SSARs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Tax liability paid | $219 |
ShareBased_Compensation_Summar5
Share-Based Compensation - Summary of Changes in Outstanding Options (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding, Granted | 0 | 0 | 0 |
Common Stock Option Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding, Beginning balance | 926,000 | ||
Shares outstanding, Granted | 0 | ||
Stock issued in connection with exercise of Stock Options | -306,000 | ||
Shares outstanding, Forfeited | -133,000 | ||
Shares outstanding, Ending balance | 487,000 | 926,000 | |
Options exercisable, Ending balance | 485,000 | ||
Weighted average exercise price, Beginning balance | 11.89 | ||
Weighted average exercise price, Granted | 0 | ||
Weighted average exercise price, Exercised | 12.5 | ||
Weighted average exercise price, Forfeited | 4.87 | ||
Weighted average exercise price, Ending balance | 13.42 | 11.89 | |
Weighted average exercise price, Options exercisable, Ending balance | 13.4 | ||
Weighted average remaining contractual term, Options outstanding | 3 years | 4 years | |
Weighted average remaining contractual term, Options exercisable | 3 years | ||
Aggregate intrinsic value, Options outstanding, Ending balance | 3,242 | ||
Aggregate intrinsic value, Options exercisable, Ending balance | 3,242 |
ShareBased_Compensation_Summar6
Share-Based Compensation - Summary of Exercise Price Range Weighted Average Exercise Price and Remaining Contractual Lives (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Range of exercise prices, Lower range | $2.86 | $1.56 | $1.56 |
Range of exercise prices, Upper range | $23.11 | $22.45 | $23.11 |
Number of options outstanding | 487,000 | 926,000 | 2,342,000 |
Weighted average exercise price | $13.42 | $11.89 | $11.31 |
Weighted average remaining contractual life | 3 years | 3 years 8 months 12 days | 4 years 4 months 24 days |
Income_Taxes_Components_of_Pro
Income Taxes - Components of Provision for Income Tax Expense (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current expense | |||
Federal | $24,812 | $12,580 | $574 |
State | 2,355 | 2,089 | 1,158 |
Total current expense | 27,167 | 14,669 | 1,732 |
Deferred benefit | |||
Federal | -6,654 | 1,791 | -3,110 |
State | 1,090 | 222 | -102 |
Total deferred (benefit) expense | -5,564 | 2,013 | -3,212 |
Provision for income taxes | $21,603 | $16,682 | ($1,480) |
Income_Taxes_Reconciliation_Be
Income Taxes - Reconciliation Between Income Tax Expense (Benefit) and Amount Computed (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Computed tax expense (benefit) | $425 | $15,443 | ($2,925) |
State taxes (net of federal benefit) | 2,240 | 1,534 | 719 |
Goodwill Impairment | 18,388 | ||
Meals & entertainment related to operations | 683 | -362 | 895 |
Domestic production deduction | 290 | ||
Other permanent items | 245 | 139 | 143 |
Research & development credits | -1,050 | -1,262 | -196 |
Uncertain tax positions | -214 | 31 | -391 |
Non deductible compensation | 615 | 1,184 | |
Other | 271 | -25 | -15 |
Provision for income taxes | $21,603 | $16,682 | ($1,480) |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax asset, current | ||
Accrued expenses | $3,508 | $4,478 |
Accounts receivable | 991 | 967 |
Deferred revenue | 5,977 | 7,185 |
Net operating loss carryforwards | 148 | 174 |
Returns and allowances | 960 | 1,006 |
AMT credit | 3,520 | |
Deferred tax asset, current | 11,584 | 17,330 |
Valuation allowance | -226 | -1,539 |
Total deferred tax asset, current | 11,358 | 15,791 |
Deferred tax liability, current | ||
Prepaid expenses | -5,576 | -11,256 |
Total deferred tax liability, current | -5,576 | -11,256 |
Net deferred tax asset, current | 5,782 | 4,535 |
Deferred tax asset, non-current | ||
Capital lease | 954 | 947 |
Capital loss limitation | 1,016 | |
Debt issuance costs | 628 | 529 |
Deferred compensation | 10,272 | 8,652 |
Deferred revenue | 2,469 | 2,395 |
Net operating loss carryforwards | 4,688 | 4,813 |
Other | 326 | 371 |
Deferred tax asset, non-current | 19,337 | 18,723 |
Valuation allowance | -3,684 | -3,412 |
Total deferred tax asset, non-current | 15,653 | 15,311 |
Deferred tax liability, non-current | ||
Capitalized software costs | -43,832 | -39,786 |
Prepaid expenses | -4,961 | |
Fixed assets | -4,347 | -4,929 |
Intangible assets | -79,120 | -91,679 |
Total deferred tax liability, non-current | -132,260 | -136,394 |
Net deferred liability, non-current | ($116,607) | ($121,083) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Line Items] | ||||
Change in valuation allowance | ($25) | |||
Cash paid for income taxes | 27,438 | 7,660 | ||
Net interest expense and penalties | 153 | 153 | ||
Unrecognized tax benefits, interest and penalties accrued | 47 | 47 | ||
Interest and penalties payable | 279 | |||
Uncertain positions that impact effective rate | 579 | |||
Anticipating unrecognized tax benefits | 570 | 876 | 670 | 1,299 |
Anticipating In Two Thousand Fifteen [Member] | ||||
Income Taxes [Line Items] | ||||
Anticipating unrecognized tax benefits | 520 | |||
Capital Loss Carryforward [Member] | ||||
Income Taxes [Line Items] | ||||
Change in valuation allowance | -1,016 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carry forwards | 107,854 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Tax credits | $55 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $876 | $670 | $1,299 |
Additions based on tax positions related to the current year | 333 | 223 | |
Additions for tax positions of prior years | 50 | ||
Reductions for tax positions of prior years | -180 | -17 | |
Settlements and lapse of statue of limitations | -459 | -679 | |
Ending Balance | $570 | $876 | $670 |
Earnings_Loss_Per_Share_Reconc
Earnings (Loss) Per Share - Reconciliation of Basic and Diluted Weighted Average Shares Outstanding (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator for Basic and Diluted (Loss) Income Per Share: | |||||||||||
Net (loss) income | ($42,404) | $7,740 | $6,596 | $7,678 | $7,751 | $6,902 | $5,084 | $7,704 | ($20,390) | $27,441 | ($6,878) |
Denominator for basic (loss) income per share weighted average shares | 59,811,000 | 59,705,000 | 57,452,000 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock options | 590,000 | ||||||||||
Stock-settled stock appreciation rights | 267,000 | ||||||||||
Restricted stock and stock warrants | 616,000 | ||||||||||
Denominator for diluted (loss) income per share - adjusted weighted average shares and assumed conversions | 59,811,000 | 61,178,000 | 57,452,000 | ||||||||
Basic (loss) income per share: | |||||||||||
Basic net (loss) income from continuing operations | ($0.71) | $0.13 | $0.11 | $0.13 | $0.13 | $0.12 | $0.09 | $0.13 | ($0.34) | $0.46 | ($0.12) |
Diluted net (loss) income per share: | |||||||||||
Diluted net (loss) income from continuing operations | ($0.71) | $0.13 | $0.11 | $0.12 | $0.13 | $0.11 | $0.08 | $0.13 | ($0.34) | $0.45 | ($0.12) |
Earnings_Loss_Per_Share_Summar
Earnings (Loss) Per Share - Summary of Potentially Dilutive Securities (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted EPS | 1,296,000 | 1,150,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted EPS | 258,000 | 878,000 |
Stock- settled Appreciation Rights (SSARs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted EPS | 263,000 | 38,000 |
Restricted Stock and Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted EPS | 775,000 | 234,000 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Segment_Information_Financial_
Segment Information - Financial Information of Business Segments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||||||||||
Gross administrative fees | $494,927 | $472,113 | $427,698 | ||||||||
Revenue share obligation | -203,564 | -182,638 | -160,783 | ||||||||
Net administrative fees | 291,363 | 289,475 | 266,915 | ||||||||
Other service fees | 428,866 | 390,941 | 373,206 | ||||||||
Total net revenue | 198,242 | 175,705 | 175,415 | 170,867 | 170,466 | 166,371 | 170,742 | 172,837 | 720,229 | 680,416 | 640,121 |
Operating expenses: | |||||||||||
Total operating expenses | 673,768 | 589,673 | 554,923 | ||||||||
Operating income (loss): | |||||||||||
Total operating income | 46,461 | 90,743 | 85,198 | ||||||||
Interest expense | -45,563 | -46,907 | -66,045 | ||||||||
Loss on debt extinguishment | -28,196 | ||||||||||
Other income | 315 | 287 | 685 | ||||||||
Income (loss) before income taxes | 1,213 | 44,123 | -8,358 | ||||||||
Income tax expense (benefit) | 21,603 | 16,682 | -1,480 | ||||||||
Net (loss)income | -42,404 | 7,740 | 6,596 | 7,678 | 7,751 | 6,902 | 5,084 | 7,704 | -20,390 | 27,441 | -6,878 |
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | 234,037 | 220,841 | 207,338 | ||||||||
Capital expenditures : | |||||||||||
Total Capital expenditures | 63,258 | 58,818 | 66,426 | ||||||||
Accounts receivable, net | |||||||||||
Total accounts receivable, net | 127,741 | 87,636 | 127,741 | 87,636 | |||||||
Other assets | |||||||||||
Total other assets | 1,591,055 | 1,526,113 | 1,591,055 | 1,526,113 | |||||||
Total assets | 1,718,796 | 1,613,749 | 1,718,796 | 1,613,749 | |||||||
Accrued revenue share obligation and rebates | 91,864 | 77,398 | 91,864 | 77,398 | |||||||
Deferred revenue | |||||||||||
Total deferred revenue | 91,452 | 62,892 | 91,452 | 62,892 | |||||||
Notes payable | 556,000 | 439,500 | 556,000 | 439,500 | |||||||
Bonds payable | 325,000 | 325,000 | 325,000 | 325,000 | |||||||
Other liabilities | |||||||||||
Total other liabilities | 207,993 | 219,170 | 207,993 | 219,170 | |||||||
Total liabilities | 1,272,309 | 1,123,960 | 1,272,309 | 1,123,960 | |||||||
Operating Segments [Member] | |||||||||||
Operating income (loss): | |||||||||||
Net (loss)income | 38,162 | 86,524 | 106,856 | ||||||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | 262,443 | 251,944 | 236,344 | ||||||||
Deferred revenue | |||||||||||
Total deferred revenue | 91,452 | 62,892 | 91,452 | 62,892 | |||||||
Notes payable | 556,000 | 439,500 | 556,000 | 439,500 | |||||||
Bonds payable | 325,000 | 325,000 | 325,000 | 325,000 | |||||||
Corporate, Non-Segment [Member] | |||||||||||
Operating expenses: | |||||||||||
Total operating expenses | 54,290 | 48,666 | 44,502 | ||||||||
Operating income (loss): | |||||||||||
Total operating income | -54,290 | -48,666 | -44,502 | ||||||||
Net (loss)income | -58,552 | -59,083 | -113,734 | ||||||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | -28,406 | -31,103 | -29,006 | ||||||||
Capital expenditures : | |||||||||||
Total Capital expenditures | 5,108 | 4,292 | 12,105 | ||||||||
Accounts receivable, net | |||||||||||
Total accounts receivable, net | 275 | 3 | 275 | 3 | |||||||
Other assets | |||||||||||
Total other assets | 84,683 | 67,502 | 84,683 | 67,502 | |||||||
Other liabilities | |||||||||||
Total other liabilities | 147,103 | 156,664 | 147,103 | 156,664 | |||||||
SCM [Member] | Operating Segments [Member] | |||||||||||
Revenue: | |||||||||||
Gross administrative fees | 494,927 | 472,113 | 427,698 | ||||||||
Revenue share obligation | -203,564 | -182,638 | -160,783 | ||||||||
Net administrative fees | 291,363 | 289,475 | 266,915 | ||||||||
Other service fees | 154,242 | 134,987 | 126,656 | ||||||||
Total net revenue | 445,605 | 424,462 | 393,571 | ||||||||
Operating expenses: | |||||||||||
Total operating expenses | 327,903 | 317,977 | 295,486 | ||||||||
Operating income (loss): | |||||||||||
Total operating income | 117,702 | 106,485 | 98,085 | ||||||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | 195,003 | 189,393 | 176,893 | ||||||||
Capital expenditures : | |||||||||||
Total Capital expenditures | 25,345 | 16,181 | 19,141 | ||||||||
Accounts receivable, net | |||||||||||
Total accounts receivable, net | 74,337 | 38,319 | 74,337 | 38,319 | |||||||
Other assets | |||||||||||
Total other assets | 1,067,039 | 955,252 | 1,067,039 | 955,252 | |||||||
Accrued revenue share obligation and rebates | 91,864 | 77,398 | 91,864 | 77,398 | |||||||
Deferred revenue | |||||||||||
Total deferred revenue | 51,958 | 22,775 | 51,958 | 22,775 | |||||||
Other liabilities | |||||||||||
Total other liabilities | 36,938 | 36,393 | 36,938 | 36,393 | |||||||
RCM [Member] | Operating Segments [Member] | |||||||||||
Revenue: | |||||||||||
Revenue cycle technology | 188,958 | 180,362 | 169,878 | ||||||||
Revenue cycle services | 85,666 | 75,592 | 76,672 | ||||||||
Total net revenue | 274,624 | 255,954 | 246,550 | ||||||||
Operating expenses: | |||||||||||
Total operating expenses | 291,575 | 223,030 | 214,935 | ||||||||
Operating income (loss): | |||||||||||
Total operating income | -16,951 | 32,924 | 31,615 | ||||||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | 67,440 | 62,551 | 59,451 | ||||||||
Capital expenditures : | |||||||||||
Total Capital expenditures | 32,805 | 38,345 | 35,180 | ||||||||
Accounts receivable, net | |||||||||||
Total accounts receivable, net | 53,129 | 49,314 | 53,129 | 49,314 | |||||||
Other assets | |||||||||||
Total other assets | 439,333 | 503,359 | 439,333 | 503,359 | |||||||
Deferred revenue | |||||||||||
Total deferred revenue | 39,494 | 40,117 | 39,494 | 40,117 | |||||||
Other liabilities | |||||||||||
Total other liabilities | $23,952 | $26,113 | $23,952 | $26,113 |
Segment_Information_Segment_Ad
Segment Information - Segment Adjusted Ebitda Consolidated Net Income (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total Segment Adjusted EBITDA | $234,037,000 | $220,841,000 | $207,338,000 | ||||||||
Net (loss) income | -42,404,000 | 7,740,000 | 6,596,000 | 7,678,000 | 7,751,000 | 6,902,000 | 5,084,000 | 7,704,000 | -20,390,000 | 27,441,000 | -6,878,000 |
Depreciation (included in cost of revenue) | -48,096,000 | -40,803,000 | -30,190,000 | ||||||||
Amortization of intangibles | -57,593,000 | -62,723,000 | -72,652,000 | ||||||||
Amortization of intangibles (included in cost of revenue) | -3,131,000 | -2,157,000 | -2,416,000 | ||||||||
Income tax expense | 21,603,000 | 16,682,000 | -1,480,000 | ||||||||
Impairment of goodwill | -52,539,000 | ||||||||||
Total share-based compensation expense | -17,849,000 | -14,496,000 | -10,291,000 | ||||||||
Restructuring, acquisition and integration-related expenses | -7,512,000 | -10,070,000 | -6,348,000 | ||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total Segment Adjusted EBITDA | 262,443,000 | 251,944,000 | 236,344,000 | ||||||||
Net (loss) income | 38,162,000 | 86,524,000 | 106,856,000 | ||||||||
Segment Reporting Reconciling Items [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Depreciation | -34,843,000 | -29,948,000 | -19,991,000 | ||||||||
Depreciation (included in cost of revenue) | -3,131,000 | -2,157,000 | -1,859,000 | ||||||||
Amortization of intangibles | -57,593,000 | -62,723,000 | -72,652,000 | ||||||||
Amortization of intangibles (included in cost of revenue) | -557,000 | ||||||||||
Interest expense, net of interest income | 4,000 | ||||||||||
Income tax expense | -62,568,000 | -52,600,000 | -22,988,000 | ||||||||
Impairment of goodwill | -52,539,000 | ||||||||||
Total share-based compensation expense | -9,162,000 | -7,922,000 | -5,097,000 | ||||||||
Purchase accounting adjustments | -979,000 | ||||||||||
Restructuring, acquisition and integration-related expenses | -3,466,000 | -10,070,000 | -6,348,000 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total Segment Adjusted EBITDA | -28,406,000 | -31,103,000 | -29,006,000 | ||||||||
Net (loss) income | -58,552,000 | -59,083,000 | -113,734,000 | ||||||||
SCM [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total Segment Adjusted EBITDA | 195,003,000 | 189,393,000 | 176,893,000 | ||||||||
RCM [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total Segment Adjusted EBITDA | 67,440,000 | 62,551,000 | 59,451,000 | ||||||||
Impairment of goodwill | ($52,539,000) |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Offsetting [Abstract] | |
Expenses paid to counter parties | $8,209 |
Expenses paid to counter parties, net of tax | $5,227 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments - Derivative Instruments Designated as Cash Flow Hedges on Income and AOCI (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Derivatives, Fair Value [Line Items] | |
Total unrealized loss recognized in other comprehensive income - interest rate contracts | ($1,166) |
Total realized loss reclassified into earnings - interest rate contracts | 5,227 |
Interest Rate Contracts [Member] | Cash Flow Hedging [Member] | |
Derivatives, Fair Value [Line Items] | |
Total unrealized loss recognized in other comprehensive income - interest rate contracts | -1,166 |
Total realized loss reclassified into earnings - interest rate contracts | $5,227 |
Valuation_and_Qualifying_Accou2
Valuation and Qualifying Accounts - Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $2,568 | $3,046 | $3,891 |
Charged to Expense | 195 | 735 | |
Write offs Net of Recoveries | -122 | -478 | -1,580 |
Balance at End of Year | 2,641 | 2,568 | 3,046 |
Customer Allowance and Return Reserve [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 2,673 | 2,759 | 2,129 |
Charged to Expense | 1,125 | 1,675 | 2,126 |
Write offs | -1,243 | -1,761 | -1,496 |
Balance at End of Year | 2,555 | 2,673 | 2,759 |
Self Insurance Accrual [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 2,821 | 2,621 | 2,966 |
Charged to Expense | 25,943 | 25,161 | 25,505 |
Claims Payments | -26,420 | -24,961 | -25,850 |
Balance at End of Year | $2,344 | $2,821 | $2,621 |
Quarterly_Financial_Informatio2
Quarterly Financial Information - Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $198,242 | $175,705 | $175,415 | $170,867 | $170,466 | $166,371 | $170,742 | $172,837 | $720,229 | $680,416 | $640,121 |
Gross profit | 146,621 | 133,266 | 135,054 | 133,436 | 128,526 | 128,125 | 133,246 | 138,569 | |||
Net income | ($42,404) | $7,740 | $6,596 | $7,678 | $7,751 | $6,902 | $5,084 | $7,704 | ($20,390) | $27,441 | ($6,878) |
Net income (loss) per basic share | ($0.71) | $0.13 | $0.11 | $0.13 | $0.13 | $0.12 | $0.09 | $0.13 | ($0.34) | $0.46 | ($0.12) |
Net income (loss) per diluted share | ($0.71) | $0.13 | $0.11 | $0.12 | $0.13 | $0.11 | $0.08 | $0.13 | ($0.34) | $0.45 | ($0.12) |
Related_Party_Transaction_Addi
Related Party Transaction - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transactions [Abstract] | |||
Charges incurred with respect to transactions with Mr. Bardis | $1,621 | $2,250 | $1,861 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | ||||
Feb. 17, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Feb. 26, 2014 | Aug. 23, 2011 | Jan. 31, 2015 | |
Subsequent Event [Line Items] | ||||||
Expected restructuring costs | $4,207,000 | |||||
Stock Repurchase Program, Authorized Amount | 75,000,000 | 25,000,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Expected restructuring costs | 1,600,000 | |||||
Expiration date of share repurchase program | 28-Feb-16 | |||||
Stock Repurchase Program, Authorized Amount | 100,000,000 | |||||
Transition agreement period | 3 years | |||||
Annual consulting fee | $650,000 |