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. |
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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. |
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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: |
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| | 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 | ) |
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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. |
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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: |
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| | Useful Lives | | | | | | | | | |
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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 | | | | | | | | | |
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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. |
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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. |
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The following table summarizes the deferred revenue categories and balances as of: |
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| | 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 | | | | | |
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Deferred revenue, total | | | 91,452 | | | | 62,892 | | | | | |
Less: Deferred revenue, current portion | | | (76,034 | ) | | | (46,523 | ) | | | | |
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Deferred revenue, non-current portion | | $ | 15,418 | | | $ | 16,369 | | | | | |
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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 |
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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 |
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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 |
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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. |
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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 |
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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 |
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Going Concern |
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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. |
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Share-Based Compensation |
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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. |
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Revenue Recognition |
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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. |
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Discontinued Operations |
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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. |
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Income Taxes |
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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. |
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Obligations Resulting from Joint and Several Liability Arrangements |
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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. |