Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 31, 2013 | Feb. 01, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'ADVISORY BOARD CO | ' |
Entity Central Index Key | '0001157377 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 36,141,747 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $52,717 | $57,829 |
Marketable securities, current | 1,044 | 16,611 |
Membership fees receivable, net | 464,517 | 370,321 |
Prepaid expenses and other current assets | 15,796 | 15,477 |
Deferred income taxes, current | 9,980 | 7,664 |
Total current assets | 544,054 | 467,902 |
Property and equipment, net | 100,311 | 73,572 |
Intangible assets, net | 34,654 | 32,381 |
Deferred incentive compensation and other charges | 85,050 | 73,502 |
Deferred income taxes, net of current portion | 3,859 | 2,993 |
Marketable securities, net of current portion | 137,698 | 140,228 |
Goodwill | 129,424 | 95,540 |
Investments in and advances to unconsolidated entities | 17,742 | 6,265 |
Other non-current assets | 5,550 | 5,550 |
Total assets | 1,058,342 | 897,933 |
Current liabilities: | ' | ' |
Deferred revenue, current | 451,993 | 398,541 |
Accounts payable and accrued liabilities | 77,459 | 75,089 |
Accrued incentive compensation | 25,283 | 21,033 |
Total current liabilities | 554,735 | 494,663 |
Deferred revenue, net of current portion | 165,090 | 104,484 |
Other long-term liabilities | 16,721 | 15,866 |
Total liabilities | 736,546 | 615,013 |
Redeemable noncontrolling interest | 100 | 100 |
The Advisory Board Company's stockholders' equity: | ' | ' |
Preferred stock, par value $0.01; 5,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01; 135,000,000 shares authorized, 36,123,495 and 35,138,465 shares issued and outstanding as of December 31, 2013 and March 31, 2013, respectively | 361 | 351 |
Additional paid-in capital | 418,055 | 375,622 |
Accumulated deficit | -93,997 | -94,306 |
Accumulated other comprehensive (loss) income | -2,496 | 1,261 |
Total stockholders' equity controlling interest | 321,923 | 282,928 |
Equity attributable to noncontrolling interest | -227 | -108 |
Total stockholders' equity | 321,696 | 282,820 |
Total liabilities and stockholders' equity | $1,058,342 | $897,933 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 135,000,000 | 135,000,000 |
Common stock, shares issued | 36,123,495 | 35,138,465 |
Common stock, shares outstanding | 36,123,495 | 35,138,465 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $131,038 | $116,231 | $382,595 | $331,131 |
Costs and expenses: | ' | ' | ' | ' |
Cost of services, excluding depreciation and amortization | 69,521 | 62,764 | 205,328 | 176,401 |
Member relations and marketing | 25,500 | 21,826 | 69,886 | 62,431 |
General and administrative | 19,430 | 16,567 | 55,426 | 45,678 |
Depreciation and amortization | 8,712 | 5,338 | 21,952 | 14,029 |
Operating income | 7,875 | 9,736 | 30,003 | 32,592 |
Other income, net | 360 | 738 | 1,974 | 2,002 |
Income before provision for income taxes and equity in gain (loss) of unconsolidated entities | 8,235 | 10,474 | 31,977 | 34,594 |
Provision for income taxes | -3,170 | -4,012 | -12,311 | -13,250 |
Equity in loss of unconsolidated entities | -1,413 | -1,870 | -3,320 | -4,586 |
Net income before allocation to noncontrolling interest | 3,652 | 4,592 | 16,346 | 16,758 |
Net loss attributable to noncontrolling interest | 119 | 0 | 119 | 108 |
Net income attributable to common stockholders | $3,771 | $4,592 | $16,465 | $16,866 |
Earnings per share | ' | ' | ' | ' |
Net income attributable to common stockholders per share - basic | $0.10 | $0.13 | $0.46 | $0.49 |
Net income attributable to common stockholders per share - diluted | $0.10 | $0.13 | $0.45 | $0.47 |
Weighted average number of shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 36,063 | 34,949 | 35,812 | 34,597 |
Diluted (in shares) | 37,112 | 36,385 | 36,876 | 36,231 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income attributable to common stockholders | $3,771 | $4,592 | $16,465 | $16,866 |
Other comprehensive income: | ' | ' | ' | ' |
Net unrealized (losses) gains on available-for-sale securities, net of income taxes of ($192) and ($227) for the three months ended December 31, 2013 and 2012, respectively, and ($2,352) and $460 for the nine months ended December 31, 2013 and 2012, respectively | -306 | -366 | -3,757 | 741 |
Comprehensive income | $3,465 | $4,226 | $12,708 | $17,607 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net unrealized (losses) gains on marketable securities, tax | ($192) | ($227) | ($2,352) | $460 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net income before allocation to noncontrolling interest | $16,346 | $16,758 |
Adjustments to reconcile net income before allocation to noncontrolling interest to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 21,952 | 14,029 |
Deferred income taxes | -585 | -649 |
Excess tax benefits from stock-based awards | -16,583 | -11,755 |
Stock-based compensation expense | 13,794 | 10,382 |
Amortization of marketable securities premiums | 2,020 | 1,473 |
Loss on investment in common stock warrants | 0 | 110 |
Equity in loss of unconsolidated entities | 3,320 | 4,586 |
Changes in operating assets and liabilities: | ' | ' |
Membership fees receivable | -79,697 | -83,705 |
Prepaid expenses and other current assets | 16,264 | -1,772 |
Deferred incentive compensation and other charges | -11,548 | -9,894 |
Deferred revenue | 101,861 | 114,609 |
Accounts payable and accrued liabilities | 3,921 | 26,543 |
Acquisition-related earn-out payments | -2,212 | -3,011 |
Accrued incentive compensation | 3,877 | -45 |
Other long-term liabilities | 855 | -3,437 |
Net cash provided by operating activities | 73,585 | 74,222 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -35,692 | -26,457 |
Capitalized external use software development costs | -3,722 | -2,555 |
Investment in and loans to unconsolidated entities | -15,641 | 0 |
Cash paid for acquisition, net cash acquired | -46,036 | -31,887 |
Redemptions of marketable securities | 48,676 | 35,220 |
Purchases of marketable securities | -38,762 | -42,889 |
Net cash used in investing activities | -91,177 | -68,568 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock from exercise of stock options | 17,478 | 21,580 |
Withholding of shares to satisfy minimum employee tax withholding for vested restricted stock units | -5,796 | -3,844 |
Proceeds from issuance of common stock under employee stock purchase plan | 374 | 255 |
Excess tax benefits from stock-based awards | 16,583 | 11,755 |
Contributions from noncontrolling interest | 0 | 100 |
Acquisition-related earn-out payments | 0 | -1,400 |
Purchases of treasury stock | -16,159 | -12,999 |
Net cash provided by financing activities | 12,480 | 15,447 |
Net increase in cash and cash equivalents | -5,112 | 21,101 |
Cash and cash equivalents, beginning of period | 57,829 | 60,642 |
Cash and cash equivalents, end of period | $52,717 | $81,743 |
Business_Description_and_Basis
Business Description and Basis of Presentation | 9 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Business Description and Basis of Presentation | ' | |||||||||||
Business description and basis of presentation | ||||||||||||
The Advisory Board Company (individually and collectively with its subsidiaries, the “Company”) provides best practices research and analysis, business intelligence and software tools, and management and advisory services through discrete programs to hospitals, health systems, pharmaceutical and biotech companies, health care insurers, medical device companies, and colleges, universities, and other health care focused and educational institutions. Members of each renewable membership program are typically charged a fixed annual fee and have access to an integrated set of services that may include best practices research studies, executive education seminars, customized research briefs, web-based access to the program’s content database, and software tools. | ||||||||||||
The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes as reported in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2013 and the Company’s quarterly reports on Form 10-Q for subsequent quarters. The unaudited consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and a consolidated variable interest entity. The Company uses the equity method to account for equity investments in instances in which it owns common stock or securities deemed to be in-substance common stock and has the ability to exercise significant influence, but not control, over the investee and for all investments in partnerships or limited liability corporations where the investee maintains separate capital accounts for each investor. Investments in which the Company holds securities that are not in-substance common stock, or holds common stock or in-substance common stock, but has little or no influence are accounted for using the cost method. All significant intercompany transactions and balances have been eliminated. Certain prior-period amounts have been reclassified to conform to the current-period presentation. | ||||||||||||
In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows as of the dates and for the periods presented have been included. The consolidated balance sheet presented as of March 31, 2013 has been derived from the financial statements that have been audited by the Company’s independent registered public accounting firm. The consolidated results of operations for the three and nine months ended December 31, 2013 may not be indicative of the results that may be expected for the Company’s fiscal year ending March 31, 2014, or any other period. | ||||||||||||
Correction of prior period financial statements | ||||||||||||
Software cost capitalization errors | ||||||||||||
During the three months ended December 31, 2013, the Company identified errors related to prior periods. These errors were attributable to the omission of certain payroll-related benefits from the Company's capitalization of software development costs. The impact of the errors in the prior periods was not material to the Company in any of those periods; however, an adjustment to correct the aggregate amount of the prior period errors would have been material to the Company’s current year statement of income. The Company has applied the guidance for accounting changes and error correction and has corrected these errors for all prior periods presented by revising the consolidated financial statements and other financial information included herein. The Company has also corrected an error related to the timing of a prior period acquisition-related earn-out fair value adjustment. The understatement of the liability of $1.0 million as of March 31, 2012 was corrected during fiscal 2013. In connection with the revision for the software cost capitalization error, the Company has revised the affected financial statements to correct the error in the proper period. Periods not presented herein will be revised, as applicable, as they are included in future filings. | ||||||||||||
The following are the previously stated and corrected balances of the affected line items of the consolidated statements of operations, consolidated cash flows, and consolidated balance sheets presented in this Form 10-Q for the periods or as of the date presented (in thousands): | ||||||||||||
Three Months Ended December 31, 2012 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Cost of services, excluding depreciation and amortization | $ | 63,123 | $ | (359 | ) | $ | 62,764 | |||||
Depreciation and amortization | 5,223 | 115 | 5,338 | |||||||||
Operating income, net | 9,492 | 244 | 9,736 | |||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | 10,230 | 244 | 10,474 | |||||||||
Provision for income taxes | (3,918 | ) | (94 | ) | (4,012 | ) | ||||||
Net income before allocation to noncontrolling interests | 4,442 | 150 | 4,592 | |||||||||
Net income attributable to common stockholders | 4,442 | 150 | 4,592 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.13 | $ | — | $ | 0.13 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.12 | $ | 0.01 | $ | 0.13 | ||||||
Comprehensive income | 4,076 | 150 | 4,226 | |||||||||
Nine Months Ended December 31, 2012 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Cost of services, excluding depreciation and amortization | $ | 178,478 | $ | (2,077 | ) | $ | 176,401 | |||||
Depreciation and amortization | 13,739 | 290 | 14,029 | |||||||||
Operating income, net | 30,805 | 1,787 | 32,592 | |||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | 32,807 | 1,787 | 34,594 | |||||||||
Provision for income taxes | (12,565 | ) | (685 | ) | (13,250 | ) | ||||||
Net income before allocation to noncontrolling interests | 15,656 | 1,102 | 16,758 | |||||||||
Net income attributable to common stockholders | 15,764 | 1,102 | 16,866 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.46 | $ | 0.03 | $ | 0.49 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.44 | $ | 0.03 | $ | 0.47 | ||||||
Comprehensive income | 16,505 | 1,102 | 17,607 | |||||||||
Statement of cash flows: | ||||||||||||
Net income before allocation to noncontrolling interests | $ | 15,656 | $ | 1,102 | $ | 16,758 | ||||||
Depreciation and amortization | 13,739 | 290 | 14,029 | |||||||||
Deferred income taxes | (1,335 | ) | 686 | (649 | ) | |||||||
Accounts payable and accrued liabilities | 27,543 | (1,000 | ) | 26,543 | ||||||||
Net cash provided by operating activities | 73,144 | 1,078 | 74,222 | |||||||||
Purchases of property and equipment | (25,379 | ) | (1,078 | ) | (26,457 | ) | ||||||
Net cash used in investing activities | (67,490 | ) | (1,078 | ) | (68,568 | ) | ||||||
As of March 31, 2013 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Property and equipment, net | $ | 71,174 | $ | 2,398 | $ | 73,572 | ||||||
Deferred income taxes, net of current portion | 3,888 | (895 | ) | 2,993 | ||||||||
Total assets | 896,430 | 1,503 | 897,933 | |||||||||
Accumulated deficit | (95,809 | ) | 1,503 | (94,306 | ) | |||||||
Total stockholders’ equity | 281,317 | 1,503 | 282,820 | |||||||||
Total liabilities and stockholders’ equity | 896,430 | 1,503 | 897,933 | |||||||||
The following summarizes the previously stated and corrected balances for the years ended March 31, 2013 and 2012 that will be included in the Company’s 2014 Annual Report on Form 10-K (in thousands): | ||||||||||||
Year Ended March 31, 2013 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | $ | 46,070 | $ | 2,010 | $ | 48,080 | ||||||
Net income attributable to common stockholders | 22,163 | 1,260 | 23,423 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.64 | $ | 0.03 | $ | 0.67 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.61 | $ | 0.04 | $ | 0.65 | ||||||
Year Ended March 31, 2012 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | $ | 39,392 | $ | 15 | $ | 39,407 | ||||||
Net income attributable to common stockholders | 25,293 | 9 | 25,302 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.77 | $ | — | $ | 0.77 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.73 | $ | — | $ | 0.73 | ||||||
Membership fees receivable and deferred revenue errors | ||||||||||||
During the three months ended June 30, 2013, the Company identified immaterial errors in previously reported amounts of membership fees receivable and deferred revenue. The consolidated balance sheet at March 31, 2013 presented in our June 30, 2013 and September 30, 2013 forms 10-Q was adjusted to correct these errors resulting in an increase in membership fees receivable of $18.7 million, an increase in current deferred revenue of $11.8 million, and an increase in deferred revenue, net of current of $6.9 million. The amounts presented above "as reported" as of March 31, 2013 reflect these previous error corrections. | ||||||||||||
Similar errors affecting membership fees receivable and deferred revenue were identified and corrected in the accompanying consolidated statement of cash flows for the nine months ended December 31, 2012. Specifically, the operating cash outflow related to membership fees receivable as reported of $84.6 million was decreased by $0.9 million and the operating cash inflow related to deferred revenue as reported of $115.5 million was decreased by the same amount. These error corrections are not included in the error corrections summarized above. | ||||||||||||
These corrections have no effect on the previously reported consolidated statements of income or stockholders’ equity for any period. The errors affected only balances within changes in working capital reported in cash flows from operating activities. Total cash flows from operating activities was unaffected by the corrections. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Dec. 31, 2013 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent accounting pronouncements | |
In July 2013, the Financial Accounting Standards Board issued accounting guidance related to income taxes, which requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when settlement in this manner is available under the tax law. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The Company will adopt this guidance for its fiscal year beginning April 1, 2014. The Company does not expect the adoption of this guidance to have a material effect on its financial position or results of operations. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2013 | |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
Acquisitions | |
Care Team Connect, Inc. | |
On October 7, 2013, the Company completed the acquisition for cash of all of the issued and outstanding capital stock of Care Team Connect, Inc. ("Care Team Connect"), a provider of comprehensive care management workflow solutions. The acquisition enhances the Company’s existing suite of population health technologies and service offerings and affirms the Company’s position as a leader in the care management market. The total purchase price, net of cash acquired, was $34.6 million, of which $5.3 million is reserved in escrow to secure indemnification and other obligations and will be released by April 2015 if specified indemnity conditions are satisfied. This indemnity escrow is not carried on the accompanying consolidated balance sheets. | |
The total purchase price was allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values as of October 7, 2013. The Company’s fair value of identifiable tangible and intangible assets was determined by using estimates and assumptions in combination with a valuation using an income approach from a market participant perspective. Of the total estimated purchase price, $13.8 million was allocated to accounts receivable, $0.2 million to fixed assets, $13.5 million to assumed liabilities, which consists of $4.2 million of acquired current deferred revenue, $7.7 million of acquired long-term deferred revenue, $0.9 million of accounts payable, and $0.7 million to deferred tax liabilities. Of the total estimated purchase price, $9.3 million was allocated to intangible assets, which consist of the value assigned to acquired technology related intangibles of $5.4 million, customer relationship related intangibles of $2.8 million, and existing customer contracts of $1.1 million. The acquired intangible assets have estimated lives ranging from three years to twelve years based on the cash flow estimates used to create the valuation models of each identifiable asset with a weighted average amortization period of 8.2 years. Approximately $24.8 million was allocated to goodwill, which represents synergistic benefits expected to be generated from scaling Care Team Connect’s offerings across the Company’s large membership base. Goodwill is not deductible for tax purposes. The purchase price allocation is preliminary and subject to change as the Company completes its customary review process. | |
The financial results of Care Team Connect are included in the Company’s consolidated financial statements from the date of acquisition. Pro forma financial information for this acquisition has not been presented because the effects were not material to the Company’s historical consolidated financial statements. | |
Medical Referral Source, Inc. | |
On July 8, 2013, the Company completed the acquisition for cash of all of the issued and outstanding capital stock of Medical Referral Source, Inc. (“MRS”) to supplement its existing physician referral programs and to provide new growth opportunities. The total purchase price, net of cash acquired, was $11.5 million, of which $2.3 million is reserved in escrow to secure indemnification and other obligations and will be released by July 28, 2015 if specified indemnity conditions are satisfied. This indemnity escrow is not carried on the accompanying consolidated balance sheets. | |
The total purchase price was allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values as of July 8, 2013. The Company’s fair value of identifiable tangible and intangible assets was determined by using estimates and assumptions in combination with a valuation using an income approach from a market participant perspective. Of the total estimated purchase price, $0.7 million was allocated to accounts receivable, $0.2 million to deferred tax assets, and $0.4 million to assumed liabilities, which consists of $0.3 million of acquired deferred revenue and $0.1 million of accounts payable. Of the total estimated purchase price, $2.1 million was allocated to intangible assets, which consist of the value assigned to acquired technology related intangibles of $1.7 million and customer relationship related intangibles of $0.4 million. The acquired intangible assets have estimated lives ranging from three years to eight years based on the cash flow estimates used to create the valuation models of each identifiable asset with a weighted average amortization period of 4.0 years. Approximately $8.9 million was allocated to goodwill, which represents synergistic benefits expected to be generated from scaling MRS’s offerings across the Company’s large membership base. Goodwill is not deductible for tax purposes. The purchase price allocation is preliminary and subject to change as the Company completes its customary review process. | |
The financial results of MRS are included in the Company’s consolidated financial statements from the date of acquisition. Pro forma financial information for this acquisition has not been presented because the effects were not material to the Company’s historical consolidated financial statements. | |
360Fresh, Inc. | |
On November 15, 2012, the Company acquired for cash all of the issued and outstanding capital stock of 360Fresh, Inc. (“360Fresh”), a provider of clinical data analytics. The transaction enhances the Company’s existing suite of physician performance management solutions through the addition of unique technology that transforms the data from medical records into actionable insights to improve patient quality, reduce costs, and enhance productivity for health systems. The total purchase price, net of cash acquired, of $19.5 million consisted of an initial payment of $13.6 million of cash, the fair value of estimated additional contingent cash payments of $2.5 million, and an additional $3.4 million placed into escrow, which will be released by May 15, 2014 if specified indemnity conditions are satisfied. This indemnity escrow is not carried on the accompanying consolidated balance sheets. The contingent cash payments, which will not exceed $8.0 million and have no guaranteed minimum, will become due and payable to the former stockholders of 360Fresh if certain revenue targets are achieved over evaluation periods beginning at the acquisition date and extending through August 15, 2014. Upward adjustments totaling $0.4 million were made to the fair value of the liabilities for such contingent cash payments during the six months ended September 30, 2013 and were subsequently reversed during the three months ended December 31, 2013. The total liability recorded in cost of services on the accompanying consolidated statements of income was $2.5 million as of December 31, 2013. See Note 4, “Fair value measurements,” for additional information. | |
The total purchase price was allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values as of November 15, 2012. The Company’s fair value of identifiable tangible and intangible assets was determined by using estimates and assumptions in combination with a valuation using an income approach from a market participant perspective. Of the total estimated purchase price, $0.3 million was allocated to acquired accounts receivable and $4.1 million was allocated to assumed liabilities, which consist of $4.0 million of deferred tax liabilities and $0.1 million of acquired deferred revenue. Of the total estimated purchase price, $9.9 million was allocated to intangible assets, which consist of the value assigned to acquired technology related intangibles of $9.8 million and employee related intangibles of $0.1 million. The acquired technology and employee related intangibles have estimated lives ranging from four years to seven years based on the cash flow estimates used to create the valuation models of each identifiable asset with a weighted average amortization period of 7.0 years. Approximately $13.4 million was allocated to goodwill, which represents synergistic benefits expected to be generated from incorporating 360Fresh’s technology capabilities into the Company’s software programs and scaling their existing products across the Company’s large membership base. Goodwill is not deductible for tax purposes. | |
The financial results of 360Fresh are included in the Company’s consolidated financial statements from the date of acquisition. Pro forma financial information for this acquisition has not been presented because the effects were not material to the Company’s historical consolidated financial statements. | |
ActiveStrategy, Inc. | |
On October 1, 2012, the Company acquired for cash all of the issued and outstanding capital stock of ActiveStrategy, Inc. (“ActiveStrategy”), a Philadelphia-based performance improvement technology and consulting firm with innovative solutions for tracking and augmenting organizational effectiveness. This transaction enhances the Company’s existing performance improvement technology capabilities. The total purchase price, net of cash acquired, of $14.9 million consisted of an initial payment of $12.6 million of cash and an additional $2.3 million that has been placed into escrow and will be released by March 12, 2014 if specified indemnity conditions are satisfied. This indemnity escrow is not carried on the accompanying consolidated balance sheets. | |
The total purchase price was allocated to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values as of October 1, 2012. The Company’s fair value of identifiable tangible and intangible assets was determined by using estimates and assumptions in combination with a valuation using an income approach from a market participant perspective. Of the total estimated purchase price, $1.5 million was allocated to net acquired tangible assets, which consist of accounts receivable of $1.3 million, deferred tax assets, net of $0.9 million, and other current assets of $0.3 million, net of $1.0 million of acquired deferred revenue. Of the total estimated purchase price, $5.5 million was allocated to intangible assets, which consist of the value assigned to acquired technology related intangibles of $3.0 million, customer relationship and employee related intangibles of $1.0 million, and trademarks of $1.5 million. The acquired intangible assets have estimated lives ranging from four years to eleven years based on the cash flow estimates used to create the valuation models of each identifiable asset with a weighted average amortization period of 7.2 years. Approximately $7.9 million was allocated to goodwill, which represents synergistic benefits expected to be generated from scaling ActiveStrategy’s offerings across the Company’s large membership base. Goodwill is not deductible for tax purposes. | |
The financial results of ActiveStrategy are included in the Company’s consolidated financial statements from the date of acquisition. Pro forma financial information for this acquisition has not been presented because the effects were not material to the Company’s historical consolidated financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair value measurements | ||||||||||||||||
Financial assets and liabilities | ||||||||||||||||
The estimated fair values of financial instruments are determined based on relevant market information. These estimates involve uncertainty and cannot be determined with precision. The Company’s financial instruments consist primarily of cash, cash equivalents, marketable securities, and common stock warrants. In addition, contingent earn-out liabilities resulting from business combinations are recorded at fair value. The following methods and assumptions are used to estimate the fair value of each class of financial assets or liabilities that is valued on a recurring basis. | ||||||||||||||||
Cash and cash equivalents. This includes all cash and liquid investments with an original maturity of three months or less from the date acquired. The carrying amount approximates fair value because of the short maturity of these instruments. Cash equivalents consist of money market funds with original maturity dates of less than three months for which the fair value is based on quoted market prices. The Company’s cash and cash equivalents are held at major commercial banks. | ||||||||||||||||
Marketable securities. The Company’s marketable securities, consisting of U.S. government-sponsored enterprise obligations and various state tax-exempt notes and bonds, are classified as available-for-sale and are carried at fair market value based on quoted market prices. | ||||||||||||||||
Common stock warrants. The Company holds warrants to purchase common stock in an entity that provides technology tools and support services to health care providers, including the Company’s members. The warrants are exercisable for up to 6,015,000 shares of the entity if and as certain performance criteria are met. The warrants meet the definition of a derivative and are carried at fair value in other non-current assets on the accompanying consolidated balance sheets. Gains or losses from changes in the fair value of the warrants are recognized in other income, net on the accompanying consolidated statements of income. See Note 10, “Other non-current assets,” for additional information. The fair value of the warrants is determined using a Black-Scholes-Merton model. Key inputs into this methodology are the estimate of the underlying value of the common shares of the entity that issued the warrants and the estimate of level of performance criteria that will be achieved. The entity that issued the warrants is privately held and the estimate of performance criteria to be met is specific to the Company. These inputs are unobservable and are considered key estimates made by the Company. | ||||||||||||||||
Contingent earn-out liabilities. This class of financial liabilities represents the Company’s estimated fair value of the contingent earn-out liabilities related to acquisitions based on probability assessments of certain performance achievements during the earn-out periods. Contingent earn-out liabilities are included in other long-term liabilities on the accompanying consolidated balance sheets. See Note 3, “Acquisitions,” for additional information. | ||||||||||||||||
Measurements | ||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The valuation can be determined using widely accepted valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). As a basis for applying a market-based approach in fair value measurements, GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | ||||||||||||||||
• | Level 1—Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||
• | Level 2—Observable market-based inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |||||||||||||||
• | Level 3—Unobservable inputs that are supported by little or no market activity, such as discounted cash flow methodologies. | |||||||||||||||
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no significant transfers between Level 1, Level 2, or Level 3 during the nine months ended December 31, 2013 or 2012. | ||||||||||||||||
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the necessary disclosures are as follows (in thousands): | ||||||||||||||||
Fair value | Fair value measurement as of December 31, 2013 | |||||||||||||||
as of December 31, | using fair value hierarchy | |||||||||||||||
2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents (1) | $ | 52,717 | $ | 52,717 | $ | — | $ | — | ||||||||
Available-for-sale marketable securities (2) | 138,742 | — | 138,742 | — | ||||||||||||
Common stock warrants (3) | 550 | — | — | 550 | ||||||||||||
Financial liabilities | ||||||||||||||||
Contingent earn-out liabilities (4) | 12,800 | — | — | 12,800 | ||||||||||||
Fair value | Fair value measurement as of March 31, 2013 | |||||||||||||||
as of March 31, | using fair value hierarchy | |||||||||||||||
2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents (1) | $ | 57,829 | $ | 57,829 | $ | — | $ | — | ||||||||
Available-for-sale marketable securities (2) | 156,839 | — | 156,839 | — | ||||||||||||
Common stock warrants (3) | 550 | — | — | 550 | ||||||||||||
Financial liabilities | ||||||||||||||||
Contingent earn-out liabilities (4) | 15,200 | — | — | 15,200 | ||||||||||||
-1 | Fair value is based on quoted market prices. | |||||||||||||||
-2 | Fair value is determined using quoted market prices of the assets. For further detail, see Note 5, “Marketable securities.” The Company changed the classification of its marketable securities from Level 1 to Level 2 within the fair value hierarchy as of December 31, 2013. The investments affected by this change are U.S. government-sponsored securities and tax exempt obligations of states that do not have observable prices in active markets. The Company concluded that these investments are more appropriately classified as Level 2 within the fair value hierarchy. The March 31, 2013 classification has been changed to conform. The impact of this change is immaterial and has no effect on the previously reported consolidated statements of income, stockholders' equity, cash flows or balance sheets. | |||||||||||||||
-3 | The fair value of the common stock warrants as of December 31, 2013 and March 31, 2013 was calculated to be $0.49 per share using a Black-Scholes-Merton model. The significant assumptions as of December 31, 2013 were as follows: risk-free interest rate of 1.7%; expected term of 5.46 years; expected volatility of 40.95%; dividend yield of 0.0%; weighted average share price of $1.12 per share; and expected warrants to become exercisable of approximately 1,117,000 shares. The significant assumptions as of March 31, 2013 were as follows: risk-free interest rate of 1.0%; expected term of 6.22 years; expected volatility of 39.38%; dividend yield of 0.0%; weighted average share price of $1.00 per share; and expected warrants to become exercisable of approximately 1,400,000 shares. | |||||||||||||||
-4 | This fair value measurement is based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and general macroeconomic environment and industry trends. | |||||||||||||||
Common stock warrants | ||||||||||||||||
The Company’s fair value estimate of the common stock warrants received in connection with its June 2009 investment was zero as of the investment date. Changes in the fair value of the common stock warrants subsequent to the investment date are recognized in earnings in the periods during which the estimated fair value changes. The change in the fair value of the common stock warrants during the nine months ended December 31, 2012 was attributable primarily to a slight decrease in the estimated performance targets that will be achieved. The following table represents a reconciliation of the change in the fair value of the common stock warrants for the three and nine months ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 550 | $ | 340 | $ | 550 | $ | 450 | ||||||||
Fair value change in common stock warrants (1) | — | — | — | (110 | ) | |||||||||||
Ending balance | $ | 550 | $ | 340 | $ | 550 | $ | 340 | ||||||||
-1 | Amounts were recognized in other income, net on the accompanying consolidated statements of income. | |||||||||||||||
Contingent earn-out liabilities | ||||||||||||||||
The Company entered into an earn-out agreement in connection with its acquisition of Southwind Health Partners, L.L.C. and Southwind Navigator, LLC (together, “Southwind”) on December 31, 2009. The additional contingent payments, which have no maximum, become due and payable to the former owners of the Southwind business if certain milestones are met over the evaluation periods beginning at the acquisition date and extending through December 31, 2014. The fair value of the Southwind earn-out liability is impacted by changes in estimates regarding expected operating results, changes in the valuation of the Company’s stock price, and an applied discount rate, which was 15% as of December 31, 2013. The Company’s fair value estimate of the Southwind earn-out liability was $5.6 million as of the date of acquisition. On October 31, 2012, the Company transferred 112,408 shares of its common stock to the former owners of Southwind to satisfy the component of the contingent obligation payable in the Company’s common stock, which reduced the related earn-out liability by $5.4 million. As of December 31, 2013, $14.7 million had been earned and paid in cash and shares to the former owners of the Southwind business. As of December 31, 2013, based on current facts and circumstances, the estimated aggregate fair value of the remaining contingent obligation was $10.3 million, which will be paid at various intervals, if earned, over evaluation periods which extend through December 31, 2014. | ||||||||||||||||
The Company entered into an earn-out agreement in connection with its acquisition of PivotHealth, LLC (“PivotHealth”) on August 1, 2011. The additional contingent cash payments, which have no guaranteed minimum or maximum, will become due and payable to the former owner of the PivotHealth business if certain revenue targets are achieved over evaluation periods beginning at the acquisition date and extending through December 31, 2014. The Company’s fair value estimate of the PivotHealth earn-out liability was $2.9 million as of the date of acquisition. The estimated aggregate fair value of the contingent obligation for PivotHealth as of December 31, 2013 was $0. The fair value of the PivotHealth earn-out liability is impacted by changes in estimates regarding expected operating results as of December 31, 2013. | ||||||||||||||||
The Company’s fair value estimate of the 360Fresh earn-out liability, which is payable in cash, was $2.5 million as of the date of acquisition. The estimated aggregate fair value of the contingent obligation for 360Fresh as of December 31, 2013 was $2.5 million. The fair value of the 360Fresh earn-out liability is impacted by changes in estimates regarding expected operating results and a discount rate, which was 19.0% as of December 31, 2013. See Note 3, “Acquisitions,” for additional information regarding the 360Fresh acquisition and related earn-out liability. | ||||||||||||||||
Changes in the fair value of the contingent earn-out liabilities subsequent to the acquisition date, including changes arising from events that occurred after the acquisition date, such as changes in the Company’s estimate of performance achievements, discount rates, and stock price, are recognized in earnings in the periods during which the estimated fair value changes. The following table represents a reconciliation of the change in the contingent earn-out liabilities for the three and nine months ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 13,200 | $ | 21,500 | $ | 15,200 | $ | 20,200 | ||||||||
Fair value change in Southwind contingent earn-out liability (1) | 400 | 500 | 800 | 3,300 | ||||||||||||
Fair value change in Cielo MedSolutions, LLC contingent earn-out liability (1) | — | 300 | — | 400 | ||||||||||||
Fair value change in PivotHealth contingent earn-out liability (1) | — | 100 | (1,000 | ) | (300 | ) | ||||||||||
Fair value change in 360Fresh contingent earn-out liability (1) | (400 | ) | — | — | — | |||||||||||
Southwind earn-out payment | (400 | ) | (9,400 | ) | (2,200 | ) | (10,600 | ) | ||||||||
Cielo earn-out payment | — | (1,700 | ) | — | (1,700 | ) | ||||||||||
Addition of 360Fresh contingent earn-out liability | — | 2,500 | — | 2,500 | ||||||||||||
Ending balance | $ | 12,800 | $ | 13,800 | $ | 12,800 | $ | 13,800 | ||||||||
-1 | Amounts were recognized in cost of services on the accompanying consolidated statements of income. | |||||||||||||||
Non-recurring fair value measurements | ||||||||||||||||
During the nine months ended December 31, 2013, the Company recognized a gain of $4.0 million on the conversion of notes receivable from Evolent Health, Inc. into Series B convertible preferred stock of Evolent Health LLC. See Note 8, “Investments in and advances to unconsolidated entities,” for additional information. The amount of the gain was based on the excess of the fair value of the Series B convertible preferred stock received over the carrying value of the notes receivable exchanged. The fair value of the Series B convertible preferred stock used to calculate the gain was determined by reference to the per share price of issuances of the Series B convertible preferred stock by Evolent Health LLC to a third party at the same time as the Company exchanged its notes receivable. As this transaction was not made in an active market, this measure is considered a Level 2 fair value measurement. | ||||||||||||||||
Non-financial assets and liabilities | ||||||||||||||||
Certain assets and liabilities are not measured at fair value on an ongoing basis but instead are measured at fair value on a non-recurring basis, so that such assets and liabilities are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). During the nine months ended December 31, 2013 and 2012, no fair value adjustments or material fair value measurements were required for non-financial assets or liabilities. |
Marketable_Securities
Marketable Securities | 9 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||
Marketable Securities | ' | |||||||||||||||||||||||
Marketable securities | ||||||||||||||||||||||||
The aggregate fair value, amortized cost, gross unrealized gains, and gross unrealized losses on available-for-sale marketable securities are as follows (in thousands): | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Fair | Amortized | Gross | Gross | |||||||||||||||||||||
value | cost | unrealized | unrealized | |||||||||||||||||||||
gains | losses | |||||||||||||||||||||||
U.S. government-sponsored enterprises | $ | 21,900 | $ | 23,344 | $ | — | $ | 1,444 | ||||||||||||||||
Tax exempt obligations of states | 116,842 | 119,609 | 1,206 | 3,973 | ||||||||||||||||||||
$ | 138,742 | $ | 142,953 | $ | 1,206 | $ | 5,417 | |||||||||||||||||
As of March 31, 2013 | ||||||||||||||||||||||||
Fair | Amortized | Gross | Gross | |||||||||||||||||||||
value | cost | unrealized | unrealized | |||||||||||||||||||||
gains | losses | |||||||||||||||||||||||
U.S. government-sponsored enterprises | $ | 25,430 | $ | 25,347 | $ | 83 | $ | — | ||||||||||||||||
Tax exempt obligations of states | 131,409 | 129,550 | 2,715 | 856 | ||||||||||||||||||||
$ | 156,839 | $ | 154,897 | $ | 2,798 | $ | 856 | |||||||||||||||||
The following table summarizes marketable securities maturities (in thousands): | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Fair market | Amortized | |||||||||||||||||||||||
value | cost | |||||||||||||||||||||||
Matures in less than 1 year | $ | 1,044 | $ | 1,028 | ||||||||||||||||||||
Matures after 1 year through 5 years | 34,851 | 34,134 | ||||||||||||||||||||||
Matures after 5 years through 10 years | 77,437 | 80,119 | ||||||||||||||||||||||
Matures after 10 years through 20 years | 25,410 | 27,672 | ||||||||||||||||||||||
$ | 138,742 | $ | 142,953 | |||||||||||||||||||||
The following table shows the gross unrealized losses and fair value of the Company’s investments as of December 31, 2013 with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): | ||||||||||||||||||||||||
Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||
Fair | Gross | Fair | Gross | Fair | Gross | |||||||||||||||||||
value | unrealized | value | unrealized | value | unrealized | |||||||||||||||||||
losses | losses | losses | ||||||||||||||||||||||
U.S. government-sponsored enterprises | $ | 21,899 | $ | 1,444 | $ | — | $ | — | $ | 21,899 | $ | 1,444 | ||||||||||||
Tax exempt obligations of states | 58,828 | 2,362 | 23,708 | 1,611 | 82,536 | 3,973 | ||||||||||||||||||
$ | 80,727 | $ | 3,806 | $ | 23,708 | $ | 1,611 | $ | 104,435 | $ | 5,417 | |||||||||||||
There were no gross realized gains or losses on sales of available-for-sale investments during the three months ended December 31, 2013. There were $0.3 million in gross realized gains on sales of available-for-sale investments and $0.3 million in gross realized losses on sales of available-for-sale investments during the nine months ended December 31, 2013. There were no gross realized gains or losses on sales of available-for-sale investments during the three or nine months ended December 31, 2012. The weighted average maturity on all marketable securities held by the Company as of December 31, 2013 was approximately 7.4 years. Pre-tax unrealized losses on the Company’s investments of $5.4 million as indicated above were caused by the increase in market interest rates compared to the average interest rate of the Company’s marketable securities portfolio. Of this amount, a gain of $0.0 million is related to investments that mature before December 31, 2014. The Company purchased certain of its investments at a premium or discount to their relative face values. The Company does not intend to sell these investments and it is not more likely than not that it will be required to sell the investments before recovery of the amortized cost bases, which may be maturity. There are twenty-one tax exempt obligations of states and nine tax exempt obligations of U.S. government-sponsored enterprises with unrealized losses that have existed for less than one year. The Company does not consider these investments to be other-than-temporarily impaired as of December 31, 2013. The Company has reflected the net unrealized gains and losses, net of tax, in accumulated other comprehensive income on the accompanying consolidated balance sheets. The Company uses the specific identification method to determine the cost of marketable securities that are sold. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and equipment | ||||||||
Property and equipment consists of leasehold improvements, furniture, fixtures, equipment, capitalized internal software development costs, and acquired developed technology. Property and equipment is stated at cost, less accumulated depreciation and amortization. In certain of its membership programs, the Company provides software tools under hosting arrangements where the software application resides on the Company’s or its service providers’ hardware. The members do not take delivery of the software and only receive access to the software tools during the term of their membership agreement. Software development costs that are incurred in the preliminary project stage are expensed as incurred. During the development stage, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized and amortized over the estimated useful life of the software once placed into operation. Capitalized software is amortized using the straight-line method over its estimated useful life, which is generally five years. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. | ||||||||
The acquired developed technology is classified as software within property and equipment because the developed software application resides on the Company’s or its service providers’ hardware. Amortization for acquired developed software is included in depreciation and amortization on the Company’s consolidated statements of income. Developed software obtained through acquisitions is amortized over its weighted average estimated useful life of approximately six years based on the cash flow estimate used to determine the value of the asset. The amount of acquired developed software amortization included in depreciation and amortization for the three and nine months ended December 31, 2013 was approximately $0.6 million and $1.2 million, respectively. The amount of acquired developed software amortization included in depreciation and amortization for the three and nine months ended December 31, 2012 was approximately $0.2 million and $0.7 million, respectively. | ||||||||
Furniture, fixtures, and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. There are no capitalized leases included in property and equipment for the periods presented. The amount of depreciation expense recognized on plant, property and equipment during the three and nine months ended December 31, 2013 was $3.1 million and $8.2 million, respectively. The amount of depreciation expense recognized on plant, property and equipment during the three and nine months ended December 31, 2012 was $2.2 million and $6.0 million, respectively. | ||||||||
Internally developed capitalized software is classified as software within property and equipment and has an estimated useful life of five years. As of December 31, 2013 and March 31, 2013, the carrying value of internally developed capitalized software was $42.4 million and $30.7 million, respectively. Amortization expense for internally developed capitalized software for the three and nine months ended December 31, 2013, recorded in depreciation and amortization on the accompanying consolidated statements of income, was approximately $3.0 million and $6.8 million, respectively. Amortization expense for internally developed capitalized software for the three and nine months ended December 31, 2012, recorded in depreciation and amortization on the accompanying consolidated statements of income, was approximately $1.3 million and $3.4 million, respectively. Property and equipment consists of the following (in thousands): | ||||||||
As of | ||||||||
December 31, 2013 | 31-Mar-13 | |||||||
Leasehold improvements | $ | 37,795 | $ | 29,953 | ||||
Furniture, fixtures, and equipment | 42,631 | 36,502 | ||||||
Software | 94,554 | 65,589 | ||||||
Property and equipment, gross | 174,980 | 132,044 | ||||||
Accumulated depreciation and amortization | (74,669 | ) | (58,472 | ) | ||||
Property and equipment, net | $ | 100,311 | $ | 73,572 | ||||
The Company evaluates its long-lived assets for impairment when changes in circumstances exist that suggests the carrying value of a long-lived asset may not be fully recoverable. If an indication of impairment exists, and the Company’s net book value of the related assets is not fully recoverable based upon an analysis of its estimated undiscounted future cash flows, the assets are written down to their estimated fair value. The Company did not recognize any material impairment losses on any of its long-lived assets during the nine months ended December 31, 2013 or 2012. |
Goodwill_and_Intangibles
Goodwill and Intangibles | 9 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Goodwill and Intangibles | ' | |||||||||||||||||||||||||
Goodwill and intangibles | ||||||||||||||||||||||||||
Included in the Company’s goodwill and intangibles balances are goodwill and acquired intangibles and internally developed capitalized software for sale. Goodwill is not amortized as it has an estimated infinite life. Goodwill is reviewed for impairment at least annually as of March 31, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company believes that no such impairment indicators existed during the nine months ended December 31, 2013 or 2012. There was no impairment of goodwill recorded in the nine months ended December 31, 2013 or 2012. | ||||||||||||||||||||||||||
Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range from six months to twelve years. As of December 31, 2013, the weighted average remaining useful life of acquired intangibles was approximately 5.7 years. As of December 31, 2013, the weighted average remaining useful life of internally developed intangibles was approximately 4.4 years. | ||||||||||||||||||||||||||
The gross and net carrying balances and accumulated amortization of intangibles are as follows (in thousands): | ||||||||||||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | |||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
average | carrying | amortization | carrying | carrying | amortization | carrying | ||||||||||||||||||||
useful life | amount | amount | amount | amount | ||||||||||||||||||||||
Intangibles | ||||||||||||||||||||||||||
Internally developed intangible for sale: | ||||||||||||||||||||||||||
Capitalized software | 5 | $ | 10,160 | $ | (1,780 | ) | $ | 8,380 | $ | 6,438 | $ | (1,018 | ) | $ | 5,420 | |||||||||||
Acquired intangibles: | ||||||||||||||||||||||||||
Developed software | 6.1 | 19,250 | (7,072 | ) | 12,178 | 19,250 | (4,659 | ) | 14,591 | |||||||||||||||||
Customer relationships | 8.1 | 15,910 | (6,252 | ) | 9,658 | 12,700 | (4,735 | ) | 7,965 | |||||||||||||||||
Trademarks | 6.2 | 4,200 | (2,539 | ) | 1,661 | 4,200 | (2,118 | ) | 2,082 | |||||||||||||||||
Non-compete agreements | 4.3 | 1,400 | (827 | ) | 573 | 1,400 | (633 | ) | 767 | |||||||||||||||||
Customer contracts | 4.7 | 6,299 | (4,095 | ) | 2,204 | 5,199 | (3,643 | ) | 1,556 | |||||||||||||||||
Total other intangibles | $ | 57,219 | $ | (22,565 | ) | $ | 34,654 | $ | 49,187 | $ | (16,806 | ) | $ | 32,381 | ||||||||||||
Amortization expense for intangible assets for the three and nine months ended December 31, 2013, recorded in depreciation and amortization on the accompanying consolidated statements of income, was approximately $2.1 million and $5.8 million, respectively. Amortization expense for intangible assets for the three and nine months ended December 31, 2012, recorded in depreciation and amortization on the accompanying consolidated statements of income, was approximately $1.6 million and $4.0 million, respectively. The following approximates the aggregate amortization expense to be recorded in depreciation and amortization on the consolidated statements of income for the remaining three months of the fiscal year ending March 31, 2014 and for each of the following five fiscal years ending March 31, 2015 through 2018: $2.2 million, $8.6 million, $5.9 million, $5.3 million, and $4.8 million, respectively, and $7.2 million thereafter. |
Investment_in_and_Advances_to_
Investment in and Advances to Unconsolidated Entities | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | |||||||||||||||
Investment in and Advances to Unconsolidated Entities | ' | |||||||||||||||
Investments in and advances to unconsolidated entities | ||||||||||||||||
In August 2011, the Company entered into an agreement with UPMC to establish Evolent Health, Inc. (“Evolent”) for the purpose of driving provider-led, value-driven care with innovative technology, integrated data and analytics, and services. The Company provided $10.0 million and other non-cash contributions to Evolent for an initial equity interest of 44% in Series A convertible preferred stock of Evolent and the right to appoint one person to Evolent’s board of directors. The Company exercises significant influence over Evolent, but does not control Evolent and is not the primary beneficiary of Evolent’s activities. At the time of formation, the Series A convertible preferred shares of Evolent were deemed to be in-substance common stock. As a result, the Company’s investment in Evolent was accounted for under the equity method of accounting, with the Company’s proportionate share of the income or loss recognized in the consolidated statements of income. In addition, a member of the Company’s Board of Directors serves as the chief executive officer of Evolent. | ||||||||||||||||
During the period from January 2013 through July 2013, the Company provided interim funding to Evolent in the form of a convertible term note bearing interest at a rate of 8% per year, with such interest accruing on a daily basis and compounded annually. The carrying balance of the note receivable was $4.4 million as of March 31, 2013. The Company provided additional funding of $5.6 million during the period from April 2013 to July 2013. The Company’s proportionate share of the losses recognized by Evolent during the six month period from April 1, 2013 through September 22, 2013 exceeded the Company’s investment balance. As a result, the Company’s proportionate share of the excess losses was applied to the Company’s notes receivable from Evolent at a rate consistent with the Company’s interest in Evolent’s outstanding debt, which was 44%. The carrying balance of the notes receivable was decreased by $4.0 million during the six months ended September 22, 2013 to reflect the Company’s portion of Evolent’s losses after the Company’s equity investment balance was reduced to zero. | ||||||||||||||||
In September 2013, Evolent completed a reorganization in connection with a new round of equity financing (the “Series B Issuance”). Evolent’s reorganization included the creation of Evolent Health Holdings, Inc. ("Holdings") and the conversion of Evolent into Evolent Health LLC ("Evolent LLC"), a limited liability company that is treated as a partnership for tax purposes. As a result of the reorganization, Holdings owns 57% of the equity interests in Evolent LLC. Holdings has no other operations other than its investment in Evolent LLC. The Company, together with certain other investors, also holds direct equity interests in Evolent LLC, which will continue as the operating company that will conduct the Evolent business. The Company participated in the Series B Issuance by providing $9.6 million in cash and converting $10.1 million in principal and accrued interest of the convertible term note described above in exchange for 1,302,172 Series B convertible preferred shares in Evolent LLC and the right to appoint an additional person to the boards of directors of both Evolent LLC and Holdings. The conversion of all outstanding principal and accrued interest under the note into equity securities generated a $4.0 million gain. The gain is included in equity in loss of unconsolidated entities on the accompanying consolidated statements of income for the nine months ended December 31, 2013. Immediately following the Series B Issuance and reorganization, the Company owned 23.6% of Holdings through its Series A convertible preferred investment and 11.5% of Evolent LLC through its Series B convertible preferred investment. | ||||||||||||||||
On the date of the Series B Issuance, the Company re-evaluated the accounting for its investment in Holdings’ Series A convertible preferred stock. The Company determined that its Series A convertible preferred investment in Holdings should be accounted for under the cost method instead of the equity method since the investment no longer qualified as in-substance common stock. The carrying balance of the Company’s Series A convertible preferred investment in Holdings was $0 as of December 31, 2013. Evolent LLC maintains separate capital accounts for each of its shareholders; therefore, the Company accounts for its Series B convertible preferred investment in Evolent LLC under the equity method. During both the three and nine months ended December 31, 2013, the Company’s proportionate share of the losses of Evolent LLC that was applied to the carrying value of its investment in Evolent LLC was $2.3 million, which includes $0.2 million related to amortization of basis differences related to identified intangible assets. As a result, the carrying balance of the Company’s investment in Series B convertible preferred shares of Evolent LLC was $17.7 million as of December 31, 2013. As an LLC, the losses of Evolent LLC pass through to the Company. The Company's proportionate share of the losses of Evolent LLC are recorded net of the estimated tax benefit that the Company believes will be realized from the losses in equity in loss of unconsolidated entities on the accompanying consolidated statements of income. | ||||||||||||||||
During the three and nine months ended December 31, 2012, the Company’s proportionate share of the losses of Evolent was $1.9 million and $4.6 million, respectively. During the nine months ended December 31, 2013, the Company’s proportionate share of the losses of Evolent that was applied to the carrying value of its investment in Series A convertible preferred stock of Evolent was $1.9 million. The losses not applied to the carrying value of the equity investment were applied to reduce the carrying value of notes receivable from Evolent. Equity in loss of unconsolidated entities on the accompanying consolidated statements of income for the nine months ended December 31, 2012 includes a dilution gain of $1.1 million which the Company recognized in connection with Evolent’s July 2012 financing round. Evolent LLC is in the early stages of its business plan and, as a result, the Company expects both Holdings and its majority-owned subsidiary Evolent LLC to continue to incur losses in the future. | ||||||||||||||||
The following is a summary of the financial position of Evolent LLC, as of the dates presented (unaudited, in thousands): | ||||||||||||||||
As of | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Assets: | ||||||||||||||||
Current assets | $ | 84,059 | ||||||||||||||
Non-current assets | 22,321 | |||||||||||||||
Total assets | $ | 106,380 | ||||||||||||||
Liabilities and Members’ Equity: | ||||||||||||||||
Current liabilities | $ | 34,193 | ||||||||||||||
Non-current liabilities | 3,468 | |||||||||||||||
Total liabilities | 37,661 | |||||||||||||||
Redeemable equity | 78,360 | |||||||||||||||
Members’ equity | (9,641 | ) | ||||||||||||||
Total liabilities and members’ equity | $ | 106,380 | ||||||||||||||
The following is a summary of the operating results of Evolent LLC for the periods presented (unaudited, in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, 2012 | December 31, 2013 | December 31, 2012 | |||||||||||||
2013 | ||||||||||||||||
Revenue | $ | 15,136 | $ | — | $ | 15,136 | $ | — | ||||||||
Operating expenses | (24,709 | ) | — | (24,709 | ) | — | ||||||||||
Depreciation and amortization | (725 | ) | — | (725 | ) | — | ||||||||||
Interest, net | 2 | — | 2 | — | ||||||||||||
Taxes | — | — | — | — | ||||||||||||
Net loss | $ | (10,296 | ) | $ | — | $ | (10,296 | ) | $ | — | ||||||
The following is a summary of the financial position of Holdings (or its predecessor) as of the date presented (unaudited, in thousands): | ||||||||||||||||
As of | ||||||||||||||||
31-Dec-13 | 31-Mar-13 | |||||||||||||||
Assets: | ||||||||||||||||
Current assets | $ | — | $ | 9,842 | ||||||||||||
Non-current assets | 50,977 | 10,571 | ||||||||||||||
Total assets | $ | 50,977 | $ | 20,413 | ||||||||||||
Liabilities and Members’ Equity: | ||||||||||||||||
Current liabilities | $ | — | $ | 11,716 | ||||||||||||
Non-current liabilities | — | 10,116 | ||||||||||||||
Total liabilities | — | 21,832 | ||||||||||||||
Redeemable shares | 37,669 | — | ||||||||||||||
Members’ equity | 13,308 | (1,419 | ) | |||||||||||||
Total liabilities and members’ equity | $ | 50,977 | $ | 20,413 | ||||||||||||
The following is a summary of the operating results of Holdings (or its predecessor) for the periods presented (unaudited, in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, 2012 | December 31, 2013 | December 31, 2012 | |||||||||||||
2013 | ||||||||||||||||
Revenue | $ | — | $ | 5,362 | $ | 25,671 | $ | 7,624 | ||||||||
Operating expenses | — | (11,230 | ) | (45,617 | ) | (23,885 | ) | |||||||||
Depreciation and amortization | — | (200 | ) | (1,208 | ) | (682 | ) | |||||||||
Interest, net | — | 5 | (820 | ) | 12 | |||||||||||
Taxes | — | — | (8 | ) | — | |||||||||||
Gain from deconsolidation | — | — | 46,246 | — | ||||||||||||
Income/loss from investments | (3,134 | ) | — | (3,094 | ) | — | ||||||||||
Net loss | $ | (3,134 | ) | $ | (6,063 | ) | $ | 21,170 | $ | (16,931 | ) | |||||
Other_NonCurrent_Assets
Other Non-Current Assets | 9 Months Ended |
Dec. 31, 2013 | |
Investments, All Other Investments [Abstract] | ' |
Other Non-Current Assets | ' |
Other non-current assets | |
In June 2009, the Company invested in the convertible preferred stock of a private company that provides technology tools and support services to health care providers, including the Company’s members. In addition, the Company entered into a licensing agreement with that company. As part of its investment, the Company received warrants to purchase up to 6,015,000 shares of the company’s common stock at an exercise price of $1.00 per share as certain performance criteria are met. The warrants are exercisable through June 19, 2019. The warrants contain a net settlement feature and therefore are considered to be a derivative financial instrument. The warrants are recorded at their fair value, which was $550,000 as of December 31, 2013 and March 31, 2013, and are included in other non-current assets on the accompanying consolidated balance sheets. The change in the fair value of the warrants is recorded in other income, net on the accompanying consolidated statements of income. For additional information regarding the fair value of these warrants, see Note 4, “Fair value measurements.” The convertible preferred stock investment is recorded at cost, and the carrying amount of this investment of $5.0 million as of December 31, 2013 is included in other non-current assets on the accompanying consolidated balance sheets. The convertible preferred stock accrues dividends at an annual rate of 8% that are payable if and when declared by the investee’s board of directors. As of December 31, 2013, no dividends had been declared by the investee or recorded by the Company. This investment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of this asset may not be recoverable. The Company believes that no such impairment indicators existed during the nine months ended December 31, 2013 or 2012. |
Noncontrolling_Interest
Noncontrolling Interest | 9 Months Ended |
Dec. 31, 2013 | |
Noncontrolling Interest [Abstract] | ' |
Noncontrolling Interest | ' |
Noncontrolling interest | |
In July 2012, the Company entered into an agreement with an entity created for the sole purpose of providing consulting services for the Company on an exclusive basis. The Company’s relationship with the entity is governed by a services agreement and other documents that provide the entity’s owners the conditional right to require the Company to purchase their ownership interests (“Put Option”) at any time after certain conditions have been satisfied through December 31, 2014. As of December 31, 2013, these conditions had not been satisfied. These agreements also provide the Company a conditional right to require the entity’s owners to sell their ownership interests to the Company (“Call Option”) at any time between July 5, 2013 and December 31, 2014. The equity interest in this entity is classified as a redeemable noncontrolling interest, which is presented outside of permanent equity as the redemption is not solely within the Company’s control. The redeemable noncontrolling interest is recorded at its initial fair value of $0.1 million and has not been subsequently adjusted, as management’s current judgment is that it is not probable that the Put Option will become exercisable prior to its expiration due to uncertainty in the achievement of certain performance conditions specified in the agreement. If the Put Option were to become exercisable in the future, the estimated maximum total redemption amount of the redeemable noncontrolling interest under the Put Option would be approximately $7.5 million, which would be recorded as a reduction to net income available to common stockholders in the period when it is determined that exercise of the Put Option is probable. | |
The Company has determined that this entity meets the definition of a variable interest entity over which it has significant influence and, as a result, has consolidated the results of this entity into its consolidated financial statements. The noncontrolling interest represents the entity’s owners’ claims on consolidated investments where the Company owns less than a 100% interest. As of December 31, 2013, the Company has a 0% ownership interest in this entity. The Company records these interests at their initial fair value, adjusting the basis prospectively for the noncontrolling holders’ share of the respective consolidated investments’ results of operations and applicable changes in ownership. |
Revolving_Credit_Facility
Revolving Credit Facility | 9 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Revolving Credit Facility | ' |
Revolving credit facility | |
In July 2012, the Company entered into a $150.0 million five-year senior secured revolving credit facility under a credit agreement with a syndicate of lenders. Under the revolving credit facility, up to $150.0 million principal amount of borrowings and other credit extensions may be outstanding at any time, subject to compliance with specified financial ratios and the satisfaction of other customary conditions to borrowing. The maximum principal amount available under the credit agreement may be increased by up to an additional $50.0 million in minimum increments of $10.0 million at the Company’s election upon the satisfaction of specified conditions. The credit agreement contains a sublimit for up to $5.0 million principal amount of swing line loans outstanding at any time and a sublimit for the issuance of up to $10.0 million of letters of credit outstanding at any time. The facility loans may be borrowed, repaid and reborrowed from time to time during the term of the facility and will mature and be payable in full on July 30, 2017. Consequently, the amount outstanding under the revolving credit facility at the end of a period may not be reflective of the total amounts outstanding during such period. | |
Amounts borrowed under the revolving credit facility generally will bear interest at an annual rate calculated, at the Company’s option, on the basis of either (a) an alternate base rate plus the applicable margin for alternate base rate loans under the credit agreement, which ranges from 0.75% to 1.50% based on the Company’s total leverage ratio, or (b) an adjusted LIBO rate plus the applicable margin for eurocurrency loans under the credit agreement, which ranges from 1.75% to 2.50% based on the Company’s total leverage ratio. The Company is required to pay a commitment fee on the unutilized portion of the facility at an annual rate of between 0.25% and 0.40% based on the Company’s total leverage ratio. | |
As of December 31, 2013, there were no amounts outstanding under the revolving credit facility and $150.0 million was available for borrowing. | |
The Company is required under the revolving credit facility to satisfy three financial ratios on a quarterly basis. The Company was in compliance with these financial covenants as of December 31, 2013. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ equity | |
On May 8, 2013, the Company’s Board of Directors authorized the Company to repurchase an additional $100 million of the Company’s common stock under its share repurchase program, bringing the total authorized repurchase amount under the program to $450 million since its inception. The Company repurchased 80,311 shares and 286,232 shares of its common stock at a total cost of approximately $5.0 million and $16.2 million in the three and nine months ended December 31, 2013, respectively, pursuant to its share repurchase program. The Company repurchased 109,654 shares and 286,881 shares of its common stock at a total cost of approximately $5.0 million and $13.0 million in the three and nine months ended December 31, 2012, respectively, pursuant to its share repurchase program. The total amount of common stock purchased from inception under the program as of December 31, 2013 was 15,936,326 shares at a total cost of $357.1 million. All repurchases to date have been made in the open market and all repurchased shares have been retired as of December 31, 2013. No minimum number of shares subject to repurchase has been fixed and the share repurchase authorization has no expiration date. The Company has funded, and expects to continue to fund, its share repurchases with cash on hand, proceeds from the sale of marketable securities, and cash generated from operations. As of December 31, 2013, the remaining authorized repurchase amount was $92.9 million. | |
During the nine months ended December 31, 2013, the Company retired 286,232 shares of its treasury stock. Upon retirement, these shares resumed the status of authorized but unissued stock. The treasury stock retirement resulted in reductions to common stock of $3,000, treasury stock of $16.2 million, and retained earnings of $16.1 million. A total of 15,936,326 shares of treasury stock have been retired to date. There was no effect on the total stockholders’ equity position as a result of the retirement. |
Stockbased_Compensation
Stock-based Compensation | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-based Compensation | ' | |||||||||||||||
Stock-based compensation | ||||||||||||||||
On September 5, 2013, the Company’s stockholders approved an amendment to the Company’s 2009 Stock Incentive Plan (the “2009 Plan”) that increased the number of shares of common stock authorized for issuance under the plan by 2,125,000 shares. The aggregate number of shares of the Company’s common stock available for issuance under the 2009 Plan, as amended, may not exceed 6,735,000, plus the shares that remained available for issuance under the Company’s 2006 Stock Incentive Plan (the “2006 Plan”) as of June 26, 2009 and shares subject to outstanding awards under the 2006 Plan that, on or after such date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares). On September 5, 2013, the Company’s stockholders also approved an amendment to the 2009 Plan that increased the maximum term for stock option and freestanding stock appreciation rights awards granted under the plan from five years to seven years. Stock-based awards granted under the 2006 Plan have a five year maximum contractual term and stock-based awards granted under the 2009 Plan have a seven year maximum contractual term. | ||||||||||||||||
The aggregate number of shares of the Company’s common stock available for issuance under the Company’s 2005 Stock Incentive Plan (the “2005 Plan”) may not exceed 3,200,000, plus the shares that remained available for issuance under the Company’s 2001 Stock Incentive Plan (the “2001 Plan”) as of November 15, 2005 and shares subject to outstanding awards under the 2001 Plan that, on or after such date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares). Stock-based awards granted under the 2005 Plan have a seven year maximum contractual term. | ||||||||||||||||
As of December 31, 2013, there were 2,740,725 shares available for issuance under the 2009 Plan and 715,670 shares available for issuance under the 2005 Plan. | ||||||||||||||||
The following table summarizes the changes in common stock options granted under the Company’s stock incentive plans during the nine months ended December 31, 2013 and 2012: | ||||||||||||||||
Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Number of | Weighted | Number of | Weighted | |||||||||||||
options | average | options | average | |||||||||||||
exercise | exercise | |||||||||||||||
price | price | |||||||||||||||
Outstanding, beginning of period | 2,692,353 | $ | 21.06 | 3,812,228 | $ | 17.04 | ||||||||||
Granted | 443,262 | 48.5 | 361,844 | 44 | ||||||||||||
Exercised | (1,045,651 | ) | 16.72 | (1,342,510 | ) | 16.08 | ||||||||||
Forfeited | (71,630 | ) | 32.93 | (4,500 | ) | 9.26 | ||||||||||
Cancellations | — | — | — | — | ||||||||||||
Outstanding, end of period | 2,018,334 | $ | 28.91 | 2,827,062 | $ | 20.96 | ||||||||||
Exercisable, end of period | 957,685 | $ | 18.51 | |||||||||||||
The weighted average fair value of the options granted during the nine months ended December 31, 2013 is estimated at $13.41 per share on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 0.6%; an expected life of approximately four years; volatility of 33.34%; and dividend yield of 0.0% over the expected life of the option. | ||||||||||||||||
The following table summarizes the changes in restricted stock units (“RSUs”) granted under the Company’s stock incentive plans during the nine months ended December 31, 2013 and 2012: | ||||||||||||||||
Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Number of | Weighted | Number of | Weighted | |||||||||||||
RSUs | average | RSUs | average | |||||||||||||
grant | grant | |||||||||||||||
date | date | |||||||||||||||
fair | fair | |||||||||||||||
value | value | |||||||||||||||
Non-vested, beginning of period | 943,206 | $ | 29.5 | 896,640 | $ | 20.77 | ||||||||||
Granted | 419,632 | 49.51 | 340,756 | 44.34 | ||||||||||||
Forfeited | (36,706 | ) | 39.86 | (2,904 | ) | 22.75 | ||||||||||
Vested | (339,710 | ) | 26.5 | (273,444 | ) | 19.78 | ||||||||||
Non-vested, end of period | 986,422 | $ | 38.66 | 961,048 | $ | 29.4 | ||||||||||
The Company recognized stock-based compensation expense in the following consolidated statements of income line items for stock options and RSUs, for the three and nine months ended December 31, 2013 and 2012 (in thousands, except per share amounts): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock-based compensation expense included in: | ||||||||||||||||
Costs and expenses: | ||||||||||||||||
Cost of services | $ | 1,456 | $ | 1,009 | $ | 4,145 | $ | 3,002 | ||||||||
Member relations and marketing | 944 | 656 | 2,845 | 1,992 | ||||||||||||
General and administrative | 2,328 | 1,806 | 6,804 | 5,388 | ||||||||||||
Depreciation and amortization | — | — | — | — | ||||||||||||
Total costs and expenses | 4,728 | 3,471 | 13,794 | 10,382 | ||||||||||||
Operating income | (4,728 | ) | (3,471 | ) | (13,794 | ) | (10,382 | ) | ||||||||
Net income | $ | (2,908 | ) | $ | (2,142 | ) | $ | (8,484 | ) | $ | (6,406 | ) | ||||
Impact on diluted earnings per share | 0.08 | 0.06 | 0.23 | 0.18 | ||||||||||||
There are no stock-based compensation costs capitalized as part of the cost of an asset. | ||||||||||||||||
As of December 31, 2013, $37.1 million of total unrecognized compensation cost related to outstanding options and non-vested RSUs was expected to be recognized over a weighted average period of 2.7 years. |
Income_Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income taxes | |
The Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken for the financial statement recognition and measurement of a tax position. If a tax position does not meet the more-likely-than-not initial recognition threshold, no benefit is recorded in the financial statements. The Company does not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months. The Company classifies interest and penalties on any unrecognized tax benefits as a component of the provision for income taxes. No interest or penalties were recognized in the consolidated statements of income for the three or nine months ended December 31, 2013 or 2012. The Company files income tax returns in U.S. federal and state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state, and local tax examinations for filings in major tax jurisdictions before 2009. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
Earnings per share | ||||||||||||
Basic earnings per share is computed by dividing net income attributable to common stockholders by the number of weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the number of weighted average common shares increased by the dilutive effects of potential common shares outstanding during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method, using the Company’s prevailing tax rates. Certain potential common share equivalents were not included in the computation because their effect was anti-dilutive. Fully diluted shares outstanding for both the three and nine months ended December 31, 2012 includes contingently issuable shares related to the component of the Southwind earn-out settled in stock. For additional information regarding these shares, see Note 4, “Fair value measurements.” | ||||||||||||
A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
December 31, | December 31, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Basic weighted average common shares outstanding | 36,063 | 34,949 | 35,812 | 34,597 | ||||||||
Effect of dilutive outstanding stock-based awards | 1,049 | 1,399 | 1,064 | 1,547 | ||||||||
Dilutive impact of earn-out liability | — | 37 | — | 87 | ||||||||
Diluted weighted average common shares outstanding | 37,112 | 36,385 | 36,876 | 36,231 | ||||||||
In the three months ended December 31, 2013 and 2012, 1.0 million and 0.4 million shares, respectively, related to share-based compensation awards have been excluded from the calculation of the effect of dilutive outstanding stock-based awards shown above because their effect was anti-dilutive. In the nine months ended December 31, 2013 and 2012, 1.1 million and 0.4 million shares, respectively, related to share-based compensation awards have been excluded from the calculation of the effect of dilutive outstanding stock-based awards shown above because their effect was anti-dilutive. |
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Dec. 31, 2013 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
In July 2013, the Financial Accounting Standards Board issued accounting guidance related to income taxes, which requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when settlement in this manner is available under the tax law. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The Company will adopt this guidance for its fiscal year beginning April 1, 2014. The Company does not expect the adoption of this guidance to have a material effect on its financial position or results of operations. |
Business_Description_and_Basis1
Business Description and Basis of Presentation (Tables) | 9 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Schedule of Error Corrections and Prior Period Adjustments | ' | |||||||||||
The following are the previously stated and corrected balances of the affected line items of the consolidated statements of operations, consolidated cash flows, and consolidated balance sheets presented in this Form 10-Q for the periods or as of the date presented (in thousands): | ||||||||||||
Three Months Ended December 31, 2012 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Cost of services, excluding depreciation and amortization | $ | 63,123 | $ | (359 | ) | $ | 62,764 | |||||
Depreciation and amortization | 5,223 | 115 | 5,338 | |||||||||
Operating income, net | 9,492 | 244 | 9,736 | |||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | 10,230 | 244 | 10,474 | |||||||||
Provision for income taxes | (3,918 | ) | (94 | ) | (4,012 | ) | ||||||
Net income before allocation to noncontrolling interests | 4,442 | 150 | 4,592 | |||||||||
Net income attributable to common stockholders | 4,442 | 150 | 4,592 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.13 | $ | — | $ | 0.13 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.12 | $ | 0.01 | $ | 0.13 | ||||||
Comprehensive income | 4,076 | 150 | 4,226 | |||||||||
Nine Months Ended December 31, 2012 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Cost of services, excluding depreciation and amortization | $ | 178,478 | $ | (2,077 | ) | $ | 176,401 | |||||
Depreciation and amortization | 13,739 | 290 | 14,029 | |||||||||
Operating income, net | 30,805 | 1,787 | 32,592 | |||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | 32,807 | 1,787 | 34,594 | |||||||||
Provision for income taxes | (12,565 | ) | (685 | ) | (13,250 | ) | ||||||
Net income before allocation to noncontrolling interests | 15,656 | 1,102 | 16,758 | |||||||||
Net income attributable to common stockholders | 15,764 | 1,102 | 16,866 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.46 | $ | 0.03 | $ | 0.49 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.44 | $ | 0.03 | $ | 0.47 | ||||||
Comprehensive income | 16,505 | 1,102 | 17,607 | |||||||||
Statement of cash flows: | ||||||||||||
Net income before allocation to noncontrolling interests | $ | 15,656 | $ | 1,102 | $ | 16,758 | ||||||
Depreciation and amortization | 13,739 | 290 | 14,029 | |||||||||
Deferred income taxes | (1,335 | ) | 686 | (649 | ) | |||||||
Accounts payable and accrued liabilities | 27,543 | (1,000 | ) | 26,543 | ||||||||
Net cash provided by operating activities | 73,144 | 1,078 | 74,222 | |||||||||
Purchases of property and equipment | (25,379 | ) | (1,078 | ) | (26,457 | ) | ||||||
Net cash used in investing activities | (67,490 | ) | (1,078 | ) | (68,568 | ) | ||||||
As of March 31, 2013 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Property and equipment, net | $ | 71,174 | $ | 2,398 | $ | 73,572 | ||||||
Deferred income taxes, net of current portion | 3,888 | (895 | ) | 2,993 | ||||||||
Total assets | 896,430 | 1,503 | 897,933 | |||||||||
Accumulated deficit | (95,809 | ) | 1,503 | (94,306 | ) | |||||||
Total stockholders’ equity | 281,317 | 1,503 | 282,820 | |||||||||
Total liabilities and stockholders’ equity | 896,430 | 1,503 | 897,933 | |||||||||
The following summarizes the previously stated and corrected balances for the years ended March 31, 2013 and 2012 that will be included in the Company’s 2014 Annual Report on Form 10-K (in thousands): | ||||||||||||
Year Ended March 31, 2013 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | $ | 46,070 | $ | 2,010 | $ | 48,080 | ||||||
Net income attributable to common stockholders | 22,163 | 1,260 | 23,423 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.64 | $ | 0.03 | $ | 0.67 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.61 | $ | 0.04 | $ | 0.65 | ||||||
Year Ended March 31, 2012 | ||||||||||||
As reported | Adjustments | As adjusted | ||||||||||
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | $ | 39,392 | $ | 15 | $ | 39,407 | ||||||
Net income attributable to common stockholders | 25,293 | 9 | 25,302 | |||||||||
Earnings per share: | ||||||||||||
Net income attributable to common stockholders per share - basic | $ | 0.77 | $ | — | $ | 0.77 | ||||||
Net income attributable to common stockholders per share - diluted | $ | 0.73 | $ | — | $ | 0.73 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements of Financial Assets and Liabilities on Recurring Basis | ' | |||||||||||||||
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the necessary disclosures are as follows (in thousands): | ||||||||||||||||
Fair value | Fair value measurement as of December 31, 2013 | |||||||||||||||
as of December 31, | using fair value hierarchy | |||||||||||||||
2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents (1) | $ | 52,717 | $ | 52,717 | $ | — | $ | — | ||||||||
Available-for-sale marketable securities (2) | 138,742 | — | 138,742 | — | ||||||||||||
Common stock warrants (3) | 550 | — | — | 550 | ||||||||||||
Financial liabilities | ||||||||||||||||
Contingent earn-out liabilities (4) | 12,800 | — | — | 12,800 | ||||||||||||
Fair value | Fair value measurement as of March 31, 2013 | |||||||||||||||
as of March 31, | using fair value hierarchy | |||||||||||||||
2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents (1) | $ | 57,829 | $ | 57,829 | $ | — | $ | — | ||||||||
Available-for-sale marketable securities (2) | 156,839 | — | 156,839 | — | ||||||||||||
Common stock warrants (3) | 550 | — | — | 550 | ||||||||||||
Financial liabilities | ||||||||||||||||
Contingent earn-out liabilities (4) | 15,200 | — | — | 15,200 | ||||||||||||
-1 | Fair value is based on quoted market prices. | |||||||||||||||
-2 | Fair value is determined using quoted market prices of the assets. For further detail, see Note 5, “Marketable securities.” The Company changed the classification of its marketable securities from Level 1 to Level 2 within the fair value hierarchy as of December 31, 2013. The investments affected by this change are U.S. government-sponsored securities and tax exempt obligations of states that do not have observable prices in active markets. The Company concluded that these investments are more appropriately classified as Level 2 within the fair value hierarchy. The March 31, 2013 classification has been changed to conform. The impact of this change is immaterial and has no effect on the previously reported consolidated statements of income, stockholders' equity, cash flows or balance sheets. | |||||||||||||||
-3 | The fair value of the common stock warrants as of December 31, 2013 and March 31, 2013 was calculated to be $0.49 per share using a Black-Scholes-Merton model. The significant assumptions as of December 31, 2013 were as follows: risk-free interest rate of 1.7%; expected term of 5.46 years; expected volatility of 40.95%; dividend yield of 0.0%; weighted average share price of $1.12 per share; and expected warrants to become exercisable of approximately 1,117,000 shares. The significant assumptions as of March 31, 2013 were as follows: risk-free interest rate of 1.0%; expected term of 6.22 years; expected volatility of 39.38%; dividend yield of 0.0%; weighted average share price of $1.00 per share; and expected warrants to become exercisable of approximately 1,400,000 shares. | |||||||||||||||
-4 | This fair value measurement is based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and general macroeconomic environment and industry trends. | |||||||||||||||
Reconciliation of Change in Fair Value of Common Stock Warrants | ' | |||||||||||||||
The following table represents a reconciliation of the change in the fair value of the common stock warrants for the three and nine months ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 550 | $ | 340 | $ | 550 | $ | 450 | ||||||||
Fair value change in common stock warrants (1) | — | — | — | (110 | ) | |||||||||||
Ending balance | $ | 550 | $ | 340 | $ | 550 | $ | 340 | ||||||||
-1 | Amounts were recognized in other income, net on the accompanying consolidated statements of income. | |||||||||||||||
Reconciliation of Change in Contingent Earn-out Liabilities | ' | |||||||||||||||
The following table represents a reconciliation of the change in the contingent earn-out liabilities for the three and nine months ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 13,200 | $ | 21,500 | $ | 15,200 | $ | 20,200 | ||||||||
Fair value change in Southwind contingent earn-out liability (1) | 400 | 500 | 800 | 3,300 | ||||||||||||
Fair value change in Cielo MedSolutions, LLC contingent earn-out liability (1) | — | 300 | — | 400 | ||||||||||||
Fair value change in PivotHealth contingent earn-out liability (1) | — | 100 | (1,000 | ) | (300 | ) | ||||||||||
Fair value change in 360Fresh contingent earn-out liability (1) | (400 | ) | — | — | — | |||||||||||
Southwind earn-out payment | (400 | ) | (9,400 | ) | (2,200 | ) | (10,600 | ) | ||||||||
Cielo earn-out payment | — | (1,700 | ) | — | (1,700 | ) | ||||||||||
Addition of 360Fresh contingent earn-out liability | — | 2,500 | — | 2,500 | ||||||||||||
Ending balance | $ | 12,800 | $ | 13,800 | $ | 12,800 | $ | 13,800 | ||||||||
-1 | Amounts were recognized in cost of services on the accompanying consolidated statements of income. |
Marketable_Securities_Tables
Marketable Securities (Tables) | 9 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||
Aggregate Value, Amortized Cost, Gross Unrealized Gains, and Gross Unrealized Losses on Available-for-Sale Marketable Securities | ' | |||||||||||||||||||||||
The aggregate fair value, amortized cost, gross unrealized gains, and gross unrealized losses on available-for-sale marketable securities are as follows (in thousands): | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Fair | Amortized | Gross | Gross | |||||||||||||||||||||
value | cost | unrealized | unrealized | |||||||||||||||||||||
gains | losses | |||||||||||||||||||||||
U.S. government-sponsored enterprises | $ | 21,900 | $ | 23,344 | $ | — | $ | 1,444 | ||||||||||||||||
Tax exempt obligations of states | 116,842 | 119,609 | 1,206 | 3,973 | ||||||||||||||||||||
$ | 138,742 | $ | 142,953 | $ | 1,206 | $ | 5,417 | |||||||||||||||||
As of March 31, 2013 | ||||||||||||||||||||||||
Fair | Amortized | Gross | Gross | |||||||||||||||||||||
value | cost | unrealized | unrealized | |||||||||||||||||||||
gains | losses | |||||||||||||||||||||||
U.S. government-sponsored enterprises | $ | 25,430 | $ | 25,347 | $ | 83 | $ | — | ||||||||||||||||
Tax exempt obligations of states | 131,409 | 129,550 | 2,715 | 856 | ||||||||||||||||||||
$ | 156,839 | $ | 154,897 | $ | 2,798 | $ | 856 | |||||||||||||||||
Marketable Securities Maturities | ' | |||||||||||||||||||||||
The following table summarizes marketable securities maturities (in thousands): | ||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||
Fair market | Amortized | |||||||||||||||||||||||
value | cost | |||||||||||||||||||||||
Matures in less than 1 year | $ | 1,044 | $ | 1,028 | ||||||||||||||||||||
Matures after 1 year through 5 years | 34,851 | 34,134 | ||||||||||||||||||||||
Matures after 5 years through 10 years | 77,437 | 80,119 | ||||||||||||||||||||||
Matures after 10 years through 20 years | 25,410 | 27,672 | ||||||||||||||||||||||
$ | 138,742 | $ | 142,953 | |||||||||||||||||||||
Gross Unrealized Losses and Fair Value of Company's Investments | ' | |||||||||||||||||||||||
The following table shows the gross unrealized losses and fair value of the Company’s investments as of December 31, 2013 with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): | ||||||||||||||||||||||||
Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||
Fair | Gross | Fair | Gross | Fair | Gross | |||||||||||||||||||
value | unrealized | value | unrealized | value | unrealized | |||||||||||||||||||
losses | losses | losses | ||||||||||||||||||||||
U.S. government-sponsored enterprises | $ | 21,899 | $ | 1,444 | $ | — | $ | — | $ | 21,899 | $ | 1,444 | ||||||||||||
Tax exempt obligations of states | 58,828 | 2,362 | 23,708 | 1,611 | 82,536 | 3,973 | ||||||||||||||||||
$ | 80,727 | $ | 3,806 | $ | 23,708 | $ | 1,611 | $ | 104,435 | $ | 5,417 | |||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of Property and Equipment | ' | |||||||
Property and equipment consists of the following (in thousands): | ||||||||
As of | ||||||||
December 31, 2013 | 31-Mar-13 | |||||||
Leasehold improvements | $ | 37,795 | $ | 29,953 | ||||
Furniture, fixtures, and equipment | 42,631 | 36,502 | ||||||
Software | 94,554 | 65,589 | ||||||
Property and equipment, gross | 174,980 | 132,044 | ||||||
Accumulated depreciation and amortization | (74,669 | ) | (58,472 | ) | ||||
Property and equipment, net | $ | 100,311 | $ | 73,572 | ||||
Goodwill_and_Intangibles_Table
Goodwill and Intangibles (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Gross and Net Carrying Balances and Accumulated Amortization of Intangibles | ' | |||||||||||||||||||||||||
The gross and net carrying balances and accumulated amortization of intangibles are as follows (in thousands): | ||||||||||||||||||||||||||
As of December 31, 2013 | As of March 31, 2013 | |||||||||||||||||||||||||
Weighted | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
average | carrying | amortization | carrying | carrying | amortization | carrying | ||||||||||||||||||||
useful life | amount | amount | amount | amount | ||||||||||||||||||||||
Intangibles | ||||||||||||||||||||||||||
Internally developed intangible for sale: | ||||||||||||||||||||||||||
Capitalized software | 5 | $ | 10,160 | $ | (1,780 | ) | $ | 8,380 | $ | 6,438 | $ | (1,018 | ) | $ | 5,420 | |||||||||||
Acquired intangibles: | ||||||||||||||||||||||||||
Developed software | 6.1 | 19,250 | (7,072 | ) | 12,178 | 19,250 | (4,659 | ) | 14,591 | |||||||||||||||||
Customer relationships | 8.1 | 15,910 | (6,252 | ) | 9,658 | 12,700 | (4,735 | ) | 7,965 | |||||||||||||||||
Trademarks | 6.2 | 4,200 | (2,539 | ) | 1,661 | 4,200 | (2,118 | ) | 2,082 | |||||||||||||||||
Non-compete agreements | 4.3 | 1,400 | (827 | ) | 573 | 1,400 | (633 | ) | 767 | |||||||||||||||||
Customer contracts | 4.7 | 6,299 | (4,095 | ) | 2,204 | 5,199 | (3,643 | ) | 1,556 | |||||||||||||||||
Total other intangibles | $ | 57,219 | $ | (22,565 | ) | $ | 34,654 | $ | 49,187 | $ | (16,806 | ) | $ | 32,381 | ||||||||||||
Investment_in_and_Advances_to_1
Investment in and Advances to Unconsolidated Entities (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Evolent LLC [Member] | ' | |||||||||||||||
Summary of Financial Position of Evolent LLC | ' | |||||||||||||||
The following is a summary of the financial position of Evolent LLC, as of the dates presented (unaudited, in thousands): | ||||||||||||||||
As of | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Assets: | ||||||||||||||||
Current assets | $ | 84,059 | ||||||||||||||
Non-current assets | 22,321 | |||||||||||||||
Total assets | $ | 106,380 | ||||||||||||||
Liabilities and Members’ Equity: | ||||||||||||||||
Current liabilities | $ | 34,193 | ||||||||||||||
Non-current liabilities | 3,468 | |||||||||||||||
Total liabilities | 37,661 | |||||||||||||||
Redeemable equity | 78,360 | |||||||||||||||
Members’ equity | (9,641 | ) | ||||||||||||||
Total liabilities and members’ equity | $ | 106,380 | ||||||||||||||
Summary of Operating Results of Evolent LLC | ' | |||||||||||||||
The following is a summary of the operating results of Evolent LLC for the periods presented (unaudited, in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, 2012 | December 31, 2013 | December 31, 2012 | |||||||||||||
2013 | ||||||||||||||||
Revenue | $ | 15,136 | $ | — | $ | 15,136 | $ | — | ||||||||
Operating expenses | (24,709 | ) | — | (24,709 | ) | — | ||||||||||
Depreciation and amortization | (725 | ) | — | (725 | ) | — | ||||||||||
Interest, net | 2 | — | 2 | — | ||||||||||||
Taxes | — | — | — | — | ||||||||||||
Net loss | $ | (10,296 | ) | $ | — | $ | (10,296 | ) | $ | — | ||||||
Evolent Health Holdings Inc [Member] | ' | |||||||||||||||
Summary of Financial Position of Evolent Health Holdings Inc | ' | |||||||||||||||
The following is a summary of the financial position of Holdings (or its predecessor) as of the date presented (unaudited, in thousands): | ||||||||||||||||
As of | ||||||||||||||||
31-Dec-13 | 31-Mar-13 | |||||||||||||||
Assets: | ||||||||||||||||
Current assets | $ | — | $ | 9,842 | ||||||||||||
Non-current assets | 50,977 | 10,571 | ||||||||||||||
Total assets | $ | 50,977 | $ | 20,413 | ||||||||||||
Liabilities and Members’ Equity: | ||||||||||||||||
Current liabilities | $ | — | $ | 11,716 | ||||||||||||
Non-current liabilities | — | 10,116 | ||||||||||||||
Total liabilities | — | 21,832 | ||||||||||||||
Redeemable shares | 37,669 | — | ||||||||||||||
Members’ equity | 13,308 | (1,419 | ) | |||||||||||||
Total liabilities and members’ equity | $ | 50,977 | $ | 20,413 | ||||||||||||
Summary of Operating Results of Evolent Health Holdings Inc | ' | |||||||||||||||
The following is a summary of the operating results of Holdings (or its predecessor) for the periods presented (unaudited, in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, 2012 | December 31, 2013 | December 31, 2012 | |||||||||||||
2013 | ||||||||||||||||
Revenue | $ | — | $ | 5,362 | $ | 25,671 | $ | 7,624 | ||||||||
Operating expenses | — | (11,230 | ) | (45,617 | ) | (23,885 | ) | |||||||||
Depreciation and amortization | — | (200 | ) | (1,208 | ) | (682 | ) | |||||||||
Interest, net | — | 5 | (820 | ) | 12 | |||||||||||
Taxes | — | — | (8 | ) | — | |||||||||||
Gain from deconsolidation | — | — | 46,246 | — | ||||||||||||
Income/loss from investments | (3,134 | ) | — | (3,094 | ) | — | ||||||||||
Net loss | $ | (3,134 | ) | $ | (6,063 | ) | $ | 21,170 | $ | (16,931 | ) | |||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Summary of Changes in Common Stock Options | ' | |||||||||||||||
The following table summarizes the changes in common stock options granted under the Company’s stock incentive plans during the nine months ended December 31, 2013 and 2012: | ||||||||||||||||
Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Number of | Weighted | Number of | Weighted | |||||||||||||
options | average | options | average | |||||||||||||
exercise | exercise | |||||||||||||||
price | price | |||||||||||||||
Outstanding, beginning of period | 2,692,353 | $ | 21.06 | 3,812,228 | $ | 17.04 | ||||||||||
Granted | 443,262 | 48.5 | 361,844 | 44 | ||||||||||||
Exercised | (1,045,651 | ) | 16.72 | (1,342,510 | ) | 16.08 | ||||||||||
Forfeited | (71,630 | ) | 32.93 | (4,500 | ) | 9.26 | ||||||||||
Cancellations | — | — | — | — | ||||||||||||
Outstanding, end of period | 2,018,334 | $ | 28.91 | 2,827,062 | $ | 20.96 | ||||||||||
Exercisable, end of period | 957,685 | $ | 18.51 | |||||||||||||
Summary of Changes in RSUs | ' | |||||||||||||||
The following table summarizes the changes in restricted stock units (“RSUs”) granted under the Company’s stock incentive plans during the nine months ended December 31, 2013 and 2012: | ||||||||||||||||
Nine Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Number of | Weighted | Number of | Weighted | |||||||||||||
RSUs | average | RSUs | average | |||||||||||||
grant | grant | |||||||||||||||
date | date | |||||||||||||||
fair | fair | |||||||||||||||
value | value | |||||||||||||||
Non-vested, beginning of period | 943,206 | $ | 29.5 | 896,640 | $ | 20.77 | ||||||||||
Granted | 419,632 | 49.51 | 340,756 | 44.34 | ||||||||||||
Forfeited | (36,706 | ) | 39.86 | (2,904 | ) | 22.75 | ||||||||||
Vested | (339,710 | ) | 26.5 | (273,444 | ) | 19.78 | ||||||||||
Non-vested, end of period | 986,422 | $ | 38.66 | 961,048 | $ | 29.4 | ||||||||||
Summary of Stock-based Compensation Expense | ' | |||||||||||||||
The Company recognized stock-based compensation expense in the following consolidated statements of income line items for stock options and RSUs, for the three and nine months ended December 31, 2013 and 2012 (in thousands, except per share amounts): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock-based compensation expense included in: | ||||||||||||||||
Costs and expenses: | ||||||||||||||||
Cost of services | $ | 1,456 | $ | 1,009 | $ | 4,145 | $ | 3,002 | ||||||||
Member relations and marketing | 944 | 656 | 2,845 | 1,992 | ||||||||||||
General and administrative | 2,328 | 1,806 | 6,804 | 5,388 | ||||||||||||
Depreciation and amortization | — | — | — | — | ||||||||||||
Total costs and expenses | 4,728 | 3,471 | 13,794 | 10,382 | ||||||||||||
Operating income | (4,728 | ) | (3,471 | ) | (13,794 | ) | (10,382 | ) | ||||||||
Net income | $ | (2,908 | ) | $ | (2,142 | ) | $ | (8,484 | ) | $ | (6,406 | ) | ||||
Impact on diluted earnings per share | 0.08 | 0.06 | 0.23 | 0.18 | ||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding | ' | |||||||||||
A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
December 31, | December 31, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Basic weighted average common shares outstanding | 36,063 | 34,949 | 35,812 | 34,597 | ||||||||
Effect of dilutive outstanding stock-based awards | 1,049 | 1,399 | 1,064 | 1,547 | ||||||||
Dilutive impact of earn-out liability | — | 37 | — | 87 | ||||||||
Diluted weighted average common shares outstanding | 37,112 | 36,385 | 36,876 | 36,231 | ||||||||
Business_Description_and_Basis2
Business Description and Basis of Presentation - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | |
Timing of Prior Period Acquisition-Related Earn-Out Fair Value Adjustment | Immaterial Error | Immaterial Error | Scenario, Previously Reported | |||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ' | ' | ' | ' | ' | ' |
Understatement of earn-out liability | ' | ' | $1,000,000 | ' | ' | ' |
Increase in membership fees receivable | ' | ' | ' | ' | 18,700,000 | ' |
Increase in current deferred revenue | ' | ' | ' | ' | 11,800,000 | ' |
Increase in deferred revenue, net of current | ' | ' | ' | ' | 6,900,000 | ' |
Membership fees receivable | 79,697,000 | 83,705,000 | ' | ' | ' | 84,582,000 |
Decrease in membership fees receivable | ' | ' | ' | 900,000 | ' | ' |
Deferred revenue | 101,861,000 | 114,609,000 | ' | ' | ' | 115,486,000 |
Decrease in deferred revenue | ' | ' | ' | $1,000,000 | ' | ' |
Business_Description_and_Basis3
Business Description and Basis of Presentation (Accounting Changes) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2012 |
Cost of services, excluding depreciation and amortization | $69,521 | $62,764 | $205,328 | $176,401 | ' | ' |
Depreciation and amortization | 8,712 | 5,338 | 21,952 | 14,029 | ' | ' |
Operating income, net | 7,875 | 9,736 | 30,003 | 32,592 | ' | ' |
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | 8,235 | 10,474 | 31,977 | 34,594 | 48,080 | 39,407 |
Provision for income taxes | -3,170 | -4,012 | -12,311 | -13,250 | ' | ' |
Net income before allocation to noncontrolling interest | 3,652 | 4,592 | 16,346 | 16,758 | ' | ' |
Depreciation and amortization | ' | ' | ' | 14,029 | ' | ' |
Net income attributable to common stockholders | 3,771 | 4,592 | 16,465 | 16,866 | 23,423 | 25,302 |
Net income attributable to common stockholders per share - basic | $0.10 | $0.13 | $0.46 | $0.49 | $0.67 | $0.77 |
Net income attributable to common stockholders per share - diluted | $0.10 | $0.13 | $0.45 | $0.47 | $0.65 | $0.73 |
Comprehensive income | 3,465 | 4,226 | 12,708 | 17,607 | ' | ' |
Deferred income taxes | ' | ' | -585 | -649 | ' | ' |
Accounts payable and accrued liabilities | ' | ' | 3,921 | 26,543 | ' | ' |
Net cash provided by operating activities | ' | ' | 73,585 | 74,222 | ' | ' |
Purchases of property and equipment | ' | ' | -35,692 | -26,457 | ' | ' |
Net cash used in investing activities | ' | ' | -91,177 | -68,568 | ' | ' |
Property and equipment, net | 100,311 | ' | 100,311 | ' | 73,572 | ' |
Deferred income taxes, net of current portion | ' | ' | ' | ' | 2,993 | ' |
Total assets | 1,058,342 | ' | 1,058,342 | ' | 897,933 | ' |
Accumulated deficit | -93,997 | ' | -93,997 | ' | -94,306 | ' |
Total stockholdersb equity | 321,696 | ' | 321,696 | ' | 282,820 | ' |
Total liabilities and stockholdersb equity | 1,058,342 | ' | 1,058,342 | ' | 897,933 | ' |
Scenario, Previously Reported | ' | ' | ' | ' | ' | ' |
Cost of services, excluding depreciation and amortization | ' | 63,123 | ' | 178,478 | ' | ' |
Depreciation and amortization | ' | 5,223 | ' | 13,739 | ' | ' |
Operating income, net | ' | 9,492 | ' | 30,805 | ' | ' |
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | ' | 10,230 | ' | 32,807 | 46,070 | 39,392 |
Provision for income taxes | ' | -3,918 | ' | -12,565 | ' | ' |
Net income before allocation to noncontrolling interest | ' | 4,442 | ' | 15,656 | ' | ' |
Depreciation and amortization | ' | ' | ' | 13,739 | ' | ' |
Net income attributable to common stockholders | ' | 4,442 | ' | 15,764 | 22,163 | 25,293 |
Net income attributable to common stockholders per share - basic | ' | $0.13 | ' | $0.46 | $0.64 | $0.77 |
Net income attributable to common stockholders per share - diluted | ' | $0.12 | ' | $0.44 | $0.61 | $0.73 |
Comprehensive income | ' | 4,076 | ' | 16,505 | ' | ' |
Deferred income taxes | ' | ' | ' | -1,335 | ' | ' |
Accounts payable and accrued liabilities | ' | ' | ' | 27,543 | ' | ' |
Net cash provided by operating activities | ' | ' | ' | 73,144 | ' | ' |
Purchases of property and equipment | ' | ' | ' | -25,379 | ' | ' |
Net cash used in investing activities | ' | ' | ' | -67,490 | ' | ' |
Property and equipment, net | ' | ' | ' | ' | 71,174 | ' |
Deferred income taxes, net of current portion | ' | ' | ' | ' | 3,888 | ' |
Total assets | ' | ' | ' | ' | 896,430 | ' |
Accumulated deficit | ' | ' | ' | ' | -95,809 | ' |
Total stockholdersb equity | ' | ' | ' | ' | 281,317 | ' |
Total liabilities and stockholdersb equity | ' | ' | ' | ' | 896,430 | ' |
Restatement Adjustment | ' | ' | ' | ' | ' | ' |
Cost of services, excluding depreciation and amortization | ' | -359 | ' | -2,077 | ' | ' |
Depreciation and amortization | ' | 115 | ' | 290 | ' | ' |
Operating income, net | ' | 244 | ' | 1,787 | ' | ' |
Income from continuing operations before provision for income taxes and equity in loss of unconsolidated entity | ' | 244 | ' | 1,787 | 2,010 | 15 |
Provision for income taxes | ' | -94 | ' | -685 | ' | ' |
Net income before allocation to noncontrolling interest | ' | 150 | ' | 1,102 | ' | ' |
Depreciation and amortization | ' | ' | ' | 290 | ' | ' |
Net income attributable to common stockholders | ' | 150 | ' | 1,102 | 1,260 | 9 |
Net income attributable to common stockholders per share - basic | ' | $0 | ' | $0.03 | $0.03 | $0 |
Net income attributable to common stockholders per share - diluted | ' | $0.01 | ' | $0.03 | $0.04 | $0 |
Comprehensive income | ' | 150 | ' | 1,102 | ' | ' |
Deferred income taxes | ' | ' | ' | 686 | ' | ' |
Accounts payable and accrued liabilities | ' | ' | ' | -1,000 | ' | ' |
Net cash provided by operating activities | ' | ' | ' | 1,078 | ' | ' |
Purchases of property and equipment | ' | ' | ' | -1,078 | ' | ' |
Net cash used in investing activities | ' | ' | ' | -1,078 | ' | ' |
Property and equipment, net | ' | ' | ' | ' | 2,398 | ' |
Deferred income taxes, net of current portion | ' | ' | ' | ' | -895 | ' |
Total assets | ' | ' | ' | ' | 1,503 | ' |
Accumulated deficit | ' | ' | ' | ' | 1,503 | ' |
Total stockholdersb equity | ' | ' | ' | ' | 1,503 | ' |
Total liabilities and stockholdersb equity | ' | ' | ' | ' | $1,503 | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Nov. 15, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Nov. 15, 2012 | Nov. 15, 2012 | Nov. 15, 2012 | Nov. 15, 2012 | Oct. 02, 2012 | Sep. 30, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | |
Minimum | Maximum | Customer Relationships | Customer Contracts | Care Team Connect Inc. | Care Team Connect Inc. | Care Team Connect Inc. | Care Team Connect Inc. | Care Team Connect Inc. | Care Team Connect Inc. | Medical Referral Source Inc | Medical Referral Source Inc | Medical Referral Source Inc | Medical Referral Source Inc | Medical Referral Source Inc | 360 Fresh | 360 Fresh | 360 Fresh | 360 Fresh | 360 Fresh | 360 Fresh | 360 Fresh | ActiveStrategy, Inc. | ActiveStrategy, Inc. | ActiveStrategy, Inc. | ActiveStrategy, Inc. | ActiveStrategy, Inc. | ActiveStrategy, Inc. | ActiveStrategy, Inc. | ||||
Minimum | Maximum | Customer Relationships | Customer Contracts | Developed Technology Rights | Minimum | Maximum | Developed Technology Rights | Customer Relationship and Employee Related Intangibles | Minimum | Maximum | Developed Technology Rights | Employee Related Intangibles | Minimum | Maximum | Developed Technology Rights | Customer Relationship and Employee Related Intangibles | Trademarks | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Purchase Price | ' | ' | ' | ' | ' | ' | ' | $34,600,000 | ' | ' | ' | ' | ' | $11,500,000 | ' | ' | ' | ' | $19,500,000 | ' | ' | ' | ' | ' | ' | ' | $14,900,000 | ' | ' | ' | ' | ' |
Additional payments by escrow | ' | ' | ' | ' | ' | ' | ' | 5,300,000 | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' |
Cash paid for acquisition, net cash acquired | 46,036,000 | 31,887,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,600,000 | ' | ' | ' | ' | ' | ' | 12,600,000 | ' | ' | ' | ' | ' | ' |
Net tangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | ' | ' | 13,800,000 | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' |
Deferred tax assets, current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' |
Other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' |
Fixed Assets | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' | ' | 13,500,000 | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired current deferred revenue | ' | ' | ' | ' | ' | ' | ' | 4,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired noncurrent deferred revenue | ' | ' | ' | ' | ' | ' | ' | 7,700,000 | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Accounts Payable | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of estimated additional contingent payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | 2,500,000 | 0 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment made to the fair value of contingent liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangibles | ' | ' | ' | ' | ' | ' | ' | 9,300,000 | ' | ' | 2,800,000 | 1,100,000 | 5,400,000 | 2,100,000 | ' | ' | 1,700,000 | 400,000 | 9,900,000 | ' | ' | ' | ' | 9,800,000 | 100,000 | ' | 5,500,000 | ' | ' | 3,000,000 | 1,000,000 | 1,500,000 |
Estimated useful lives of intangible assets | '4 years 4 months 26 days | ' | ' | '6 months | '12 years | '8 years 1 month 6 days | '4 years 8 months 15 days | ' | '3 years | '12 years | ' | ' | ' | ' | '3 years | '8 years | ' | ' | ' | ' | ' | '4 years | '7 years | ' | ' | ' | ' | '4 years | '11 years | ' | ' | ' |
Weighted average useful life | '5 years 8 months 15 days | ' | ' | ' | ' | ' | ' | '8 years 2 months 12 days | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | '7 years 2 months 12 days | ' | ' | ' | ' | ' | ' |
Goodwill | $129,424,000 | ' | $95,540,000 | ' | ' | ' | ' | $24,800,000 | ' | ' | ' | ' | ' | $8,900,000 | ' | ' | ' | ' | $13,400,000 | ' | ' | ' | ' | ' | ' | ' | $7,900,000 | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 48 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Aug. 01, 2011 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2009 | Dec. 31, 2013 | Nov. 15, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | |
PivotHealth [Member] | PivotHealth [Member] | Southwind [Member] | Southwind [Member] | Southwind [Member] | Southwind [Member] | 360 Fresh | 360 Fresh | Common Stock Warrants [Member] | Common Stock Warrants [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrants | 6,015,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant transfers between Level 1, Level 2,or Level 3 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of the common stock warrants | $0.49 | ' | $0.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.70% | 1.00% |
Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years 5 months 17 days | '6 years 2 months 19 days |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.95% | 39.38% |
Fair Value Assumptions, Expected Dividend Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% |
Fair Value Assumptions, Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.12 | $1 |
Number Of Warrants Exercisable | 1,117,000 | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value estimate discount rate | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | 19.00% | ' | ' | ' |
Fair value of estimated additional contingent payments | ' | ' | ' | 0 | 2,900,000 | ' | 10,300,000 | 10,300,000 | 5,600,000 | 2,500,000 | 2,500,000 | ' | ' |
Shares transferred to satisfy earn-out liability | ' | ' | ' | ' | ' | 112,408 | ' | ' | ' | ' | ' | ' | ' |
Earn-out liability | ' | ' | ' | ' | ' | 5,400,000 | ' | 14,700,000 | ' | ' | ' | ' | ' |
Gain on conversion of note receivable to preferred stock | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value adjustments | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Measurements of Financial Assets and Liabilities on Recurring Basis (Detail) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | ||
Financial assets | ' | ' | ||
Available-for-sale marketable securities | $138,742,000 | $156,839,000 | ||
Recurring [Member] | ' | ' | ||
Financial assets | ' | ' | ||
Cash and cash equivalents | 52,717,000 | [1] | 57,829,000 | [1] |
Available-for-sale marketable securities | 138,742,000 | [2] | 156,839,000 | [2] |
Common stock warrants | 550,000 | [3] | 550,000 | [3] |
Financial liabilities | ' | ' | ||
Contingent earn-out liabilities | 12,800,000 | [4] | 15,200,000 | [4] |
Recurring [Member] | Level 1 [Member] | ' | ' | ||
Financial assets | ' | ' | ||
Cash and cash equivalents | 52,717,000 | [1] | 57,829,000 | [1] |
Available-for-sale marketable securities | 0 | [2] | 0 | [2] |
Common stock warrants | 0 | [3] | 0 | [3] |
Financial liabilities | ' | ' | ||
Contingent earn-out liabilities | 0 | [4] | 0 | [4] |
Recurring [Member] | Level 2 [Member] | ' | ' | ||
Financial assets | ' | ' | ||
Cash and cash equivalents | 0 | [1] | 0 | [1] |
Available-for-sale marketable securities | 138,742,000 | [2] | 156,839,000 | [2] |
Common stock warrants | 0 | [3] | 0 | [3] |
Financial liabilities | ' | ' | ||
Contingent earn-out liabilities | 0 | [4] | 0 | [4] |
Recurring [Member] | Level 3 [Member] | ' | ' | ||
Financial assets | ' | ' | ||
Cash and cash equivalents | 0 | [1] | 0 | [1] |
Available-for-sale marketable securities | 0 | [2] | 0 | [2] |
Common stock warrants | 550,000 | [3] | 550,000 | [3] |
Financial liabilities | ' | ' | ||
Contingent earn-out liabilities | $12,800,000 | [4] | $15,200,000 | [4] |
[1] | Fair value is based on quoted market prices. | |||
[2] | Fair value is determined using quoted market prices of the assets. For further detail, see Note 5, bMarketable securities.b The Company changed the classification of its marketable securities from Level 1 to Level 2 within the fair value hierarchy as of December 31, 2013. The investments affected by this change are U.S. government-sponsored securities and tax exempt obligations of states that do not have observable prices in active markets. The Company concluded that these investments are more appropriately classified as Level 2 within the fair value hierarchy. The March 31, 2013 classification has been changed to conform. The impact of this change is immaterial and has no effect on the previously reported consolidated statements of income, stockholders' equity, cash flows or balance sheets. | |||
[3] | The fair value of the common stock warrants as of December 31, 2013 and MarchB 31, 2013 was calculated to be $0.49 per share using a Black-Scholes-Merton model. The significant assumptions as of December 31, 2013 were as follows: risk-free interest rate of 1.7%; expected term of 5.46 years; expected volatility of 40.95%; dividend yield of 0.0%; weighted average share price of $1.12 per share; and expected warrants to become exercisable of approximately 1,117,000 shares. The significant assumptions as of MarchB 31, 2013 were as follows: risk-free interest rate of 1.0%; expected term of 6.22 years; expected volatility of 39.38%; dividend yield of 0.0%; weighted average share price of $1.00 per share; and expected warrants to become exercisable of approximately 1,400,000 shares. | |||
[4] | This fair value measurement is based on unobservable inputs that are supported by little or no market activity and reflect the Companybs own assumptions in measuring fair value using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and general macroeconomic environment and industry trends. |
Fair_Value_Measurements_Reconc
Fair Value Measurements - Reconciliation of Change in Fair Value of Common Stock Warrants (Detail) (Common Stock Warrants [Member], USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Common Stock Warrants [Member] | ' | ' | ' | ' | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ||||
Beginning balance | $550 | $340 | $550 | $450 | ||||
Fair value change in common stock warrants | 0 | [1] | 0 | [1] | 0 | [1] | -110 | [1] |
Ending balance | $550 | $340 | $550 | $340 | ||||
[1] | Amounts were recognized in other income, net on the accompanying consolidated statements of income. |
Fair_Value_Measurements_Reconc1
Fair Value Measurements - Reconciliation of Change in Contingent Earn-out Liabilities (Detail) (Contingent Earn-Out Liabilities [Member], USD $) | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||||||||||
In Thousands, unless otherwise specified | Southwind [Member] | Southwind [Member] | Southwind [Member] | Southwind [Member] | Cielo MedSolutions, LLC [Member] | Cielo MedSolutions, LLC [Member] | Cielo MedSolutions, LLC [Member] | Cielo MedSolutions, LLC [Member] | PivotHealth [Member] | PivotHealth [Member] | PivotHealth [Member] | PivotHealth [Member] | 360 Fresh | 360 Fresh | 360 Fresh | 360 Fresh | ||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Balance | $12,800 | $13,200 | $15,200 | $13,800 | $21,500 | $20,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Adjustment made to the fair value of contingent liability | ' | ' | ' | ' | ' | ' | 400 | [1] | 500 | [1] | 800 | [1] | 3,300 | [1] | 0 | [1] | 300 | [1] | 0 | [1] | 400 | [1] | 0 | [1] | 100 | [1] | -1,000 | [1] | -300 | [1] | -400 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Earn out payments | ' | ' | ' | ' | ' | ' | -400 | -9,400 | -2,200 | -10,600 | 0 | -1,700 | 0 | -1,700 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Additions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 2,500 | 0 | 2,500 | ||||||||||||||||
Balance | $12,800 | $13,200 | $15,200 | $13,800 | $21,500 | $20,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
[1] | Amounts were recognized in cost of services on the accompanying consolidated statements of income. |
Marketable_Securities_Aggregat
Marketable Securities - Aggregate Value, Amortized Cost, Gross Unrealized Gains, and Gross Unrealized Losses on Available-for-Sale Marketable Securities (Detail) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Fair value | $138,742 | $156,839 |
Amortized cost | 142,953 | 154,897 |
Gross unrealized gains | 1,206 | 2,798 |
Gross unrealized losses | 5,417 | 856 |
U.S. Government-Sponsored Enterprises [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Fair value | 21,900 | 25,430 |
Amortized cost | 23,344 | 25,347 |
Gross unrealized gains | 0 | 83 |
Gross unrealized losses | 1,444 | 0 |
Tax Exempt Obligations of States [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Fair value | 116,842 | 131,409 |
Amortized cost | 119,609 | 129,550 |
Gross unrealized gains | 1,206 | 2,715 |
Gross unrealized losses | $3,973 | $856 |
Marketable_Securities_Marketab
Marketable Securities - Marketable Securities Maturities (Detail) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments, Debt and Equity Securities [Abstract] | ' | ' |
Matures in less than 1 year, Fair market value | $1,044 | ' |
Matures after 1 year through 5 years, Fair market value | 34,851 | ' |
Matures after 5 years through 10 years, Fair market value | 77,437 | ' |
Matures after 10 years through 20 years, Fair market value | 25,410 | ' |
Fair value | 138,742 | 156,839 |
Matures in less than 1 year, Amortized cost | 1,028 | ' |
Matures after 1 year through 5 years, Amortized cost | 34,134 | ' |
Matures after 5 years through 10 years, Amortized cost | 80,119 | ' |
Matures after 10 years through 20 years, Amortized cost | 27,672 | ' |
Amortized cost | $142,953 | $154,897 |
Marketable_Securities_Gross_Un
Marketable Securities - Gross Unrealized Losses and Fair Value of Company's Investments (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Less than 12 months, Fair value | $80,727 |
Less than 12 months, Gross unrealized losses | 3,806 |
12 months or more, Fair value | 23,708 |
12 months or more, Gross unrealized losses | 1,611 |
Total, Fair value | 104,435 |
Gross unrealized losses | 5,417 |
U.S. Government-Sponsored Enterprises [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Less than 12 months, Fair value | 21,899 |
Less than 12 months, Gross unrealized losses | 1,444 |
12 months or more, Fair value | 0 |
12 months or more, Gross unrealized losses | 0 |
Total, Fair value | 21,899 |
Gross unrealized losses | 1,444 |
Tax Exempt Obligations of States [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Less than 12 months, Fair value | 58,828 |
Less than 12 months, Gross unrealized losses | 2,362 |
12 months or more, Fair value | 23,708 |
12 months or more, Gross unrealized losses | 1,611 |
Total, Fair value | 82,536 |
Gross unrealized losses | $3,973 |
Marketable_Securities_Addition
Marketable Securities - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Gross Realized Gain (Loss) of available-for-sale investments | $0 | $0 | ' | $0 | ' |
Gross realized gains on sales of available-for-sale investments | ' | ' | 300,000 | ' | ' |
Gross realized losses on sales of available-for-sale investments | ' | ' | 300,000 | ' | ' |
Weighted average maturity of marketable securities | ' | ' | '7 years 4 months 26 days | ' | ' |
Gross unrealized losses | 5,417,000 | ' | 5,417,000 | ' | 856,000 |
Investments that will mature in one year | 1,206,000 | ' | 1,206,000 | ' | 2,798,000 |
Within One Year [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Investments that will mature in one year | 0 | ' | 0 | ' | ' |
Tax Exempt Obligations of States [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Gross unrealized losses | 3,973,000 | ' | 3,973,000 | ' | 856,000 |
Investments that will mature in one year | 1,206,000 | ' | 1,206,000 | ' | 2,715,000 |
Unrealized losses existed for less than one year | 21 | ' | 21 | ' | ' |
U.S. Government-Sponsored Enterprises [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Gross unrealized losses | 1,444,000 | ' | 1,444,000 | ' | 0 |
Investments that will mature in one year | $0 | ' | $0 | ' | $83,000 |
Unrealized losses existed for less than one year | 9 | ' | 9 | ' | ' |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Depreciation and amortization | $8,712,000 | $5,338,000 | $21,952,000 | $14,029,000 | ' |
Capitalized leases included in property and equipment | 0 | ' | 0 | ' | ' |
Property and equipment, net | 100,311,000 | ' | 100,311,000 | ' | 73,572,000 |
Developed Software [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of Property and equipment | ' | ' | '5 years | ' | ' |
Depreciation and amortization | 3,000,000 | 1,300,000 | 6,800,000 | 3,400,000 | ' |
Property and equipment, net | 42,400,000 | ' | 42,400,000 | ' | 30,700,000 |
Capitalized Software [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of Property and equipment | ' | ' | '6 years | ' | ' |
Depreciation and amortization | 600,000 | 200,000 | 1,200,000 | 700,000 | ' |
Furniture, Fixtures and Equipment [Member] | Minimum | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of Property and equipment | ' | ' | '3 years | ' | ' |
Furniture, Fixtures and Equipment [Member] | Maximum | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives of Property and equipment | ' | ' | '7 years | ' | ' |
Plant, Property and Equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Depreciation and amortization | $3,100,000 | $2,200,000 | $8,200,000 | $6,000,000 | ' |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ' | ' |
Leasehold improvements | $37,795 | $29,953 |
Furniture, fixtures, and equipment | 42,631 | 36,502 |
Software | 94,554 | 65,589 |
Property and equipment, gross | 174,980 | 132,044 |
Accumulated depreciation and amortization | -74,669 | -58,472 |
Property and equipment, net | $100,311 | $73,572 |
Goodwill_and_Intangibles_Addit
Goodwill and Intangibles - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' | ' |
Impairment of goodwill | $0 | $0 | $0 | $0 |
Estimated useful lives of intangible assets | ' | ' | '4 years 4 months 26 days | ' |
Weighted average remaining useful life of acquired intangibles, years | ' | ' | '5 years 8 months 15 days | ' |
Amortization expense for intangible assets | 8,712,000 | 5,338,000 | 21,952,000 | 14,029,000 |
Future amortization expense remainder of fiscal year ending 2014 | 2,200,000 | ' | 2,200,000 | ' |
Future amortization expense to be recorded in 2015 | 8,600,000 | ' | 8,600,000 | ' |
Future amortization expense to be recorded in 2016 | 5,900,000 | ' | 5,900,000 | ' |
Future amortization expense to be recorded in 2017 | 5,300,000 | ' | 5,300,000 | ' |
Future amortization expense to be recorded in 2018 | 4,800,000 | ' | 4,800,000 | ' |
Future amortization expense to be recorded thereafter | 7,200,000 | ' | 7,200,000 | ' |
Intangible Assets [Member] | ' | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense for intangible assets | $2,100,000 | $1,600,000 | $5,800,000 | $4,000,000 |
Minimum | ' | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives of intangible assets | ' | ' | '6 months | ' |
Maximum | ' | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives of intangible assets | ' | ' | '12 years | ' |
Goodwill_and_Intangibles_Gross
Goodwill and Intangibles - Gross and Net Carrying Balances and Accumulated Amortization of Intangibles (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Mar. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average useful life (years) | '4 years 4 months 26 days | ' |
Gross carrying amount | $57,219 | $49,187 |
Accumulated amortization | -22,565 | -16,806 |
Net carrying amount | 34,654 | 32,381 |
Capitalized Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average useful life (years) | '5 years | ' |
Gross carrying amount | 10,160 | 6,438 |
Accumulated amortization | -1,780 | -1,018 |
Net carrying amount | 8,380 | 5,420 |
Developed Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average useful life (years) | '6 years 1 month 6 days | ' |
Gross carrying amount | 19,250 | 19,250 |
Accumulated amortization | -7,072 | -4,659 |
Net carrying amount | 12,178 | 14,591 |
Customer Relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average useful life (years) | '8 years 1 month 6 days | ' |
Gross carrying amount | 15,910 | 12,700 |
Accumulated amortization | -6,252 | -4,735 |
Net carrying amount | 9,658 | 7,965 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average useful life (years) | '6 years 2 months 13 days | ' |
Gross carrying amount | 4,200 | 4,200 |
Accumulated amortization | -2,539 | -2,118 |
Net carrying amount | 1,661 | 2,082 |
Non-compete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average useful life (years) | '4 years 3 months 18 days | ' |
Gross carrying amount | 1,400 | 1,400 |
Accumulated amortization | -827 | -633 |
Net carrying amount | 573 | 767 |
Customer Contracts | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted average useful life (years) | '4 years 8 months 15 days | ' |
Gross carrying amount | 6,299 | 5,199 |
Accumulated amortization | -4,095 | -3,643 |
Net carrying amount | $2,204 | $1,556 |
Investments_in_and_Advances_to
Investments in and Advances to Unconsolidated Entities - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Sep. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Aug. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Series A Preferred Stock [Member] | Evolent [Member] | Evolent [Member] | Evolent [Member] | Evolent [Member] | Evolent [Member] | Evolent [Member] | Evolent [Member] | Evolent LLC [Member] | Evolent LLC [Member] | Evolent LLC [Member] | Evolent LLC [Member] | Evolent LLC [Member] | |||||||
Evolent Health Holdings Inc [Member] | Series A Preferred Stock [Member] | Evolent Health Holdings Inc [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial contribution | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest | ' | ' | ' | ' | ' | ' | 23.60% | ' | ' | 44.00% | ' | ' | ' | 44.00% | ' | 57.00% | ' | 11.50% | 11.50% |
Proportionate share of the losses | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | 0 | 1,900,000 | 4,600,000 | ' | ' | ' | ' | ' | ' | ' |
Recognized gain on investment included in equity in loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate on convertible note | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying balance of note receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' | ' | ' | ' | ' | ' |
Additional funding provided | ' | ' | ' | ' | ' | ' | ' | ' | 5,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in carrying balance of notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying balance of the company's investment in Series B convertible preferred shares | ' | 17,742,000 | ' | 17,742,000 | ' | 6,265,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,700,000 | 17,700,000 |
Payment to acquire series B preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,600,000 | ' | ' | ' | ' |
Principal and accrued interest of the convertible term note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,100,000 | ' | ' | ' | ' |
Series B convertible preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,302,172 | ' | ' |
Gain generated by conversion outstanding principal and accrued interest | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying balance of the company's Series A convertible preferred investment | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on carry value of equity investment | ' | 1,413,000 | 1,870,000 | 3,320,000 | 4,586,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | 2,300,000 |
Amortization Related to Intangible Assets Basis Difference | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | $200,000 |
Investments_in_and_Advances_to1
Investments in and Advances to Unconsolidated Entities - Summary of Financial Position of Evolent (Detail) (Evolent LLC [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Evolent LLC [Member] | ' |
Assets: | ' |
Current assets | $84,059 |
Non-current assets | 22,321 |
Total assets | 106,380 |
Liabilities and Members' Equity: | ' |
Current liabilities | 34,193 |
Non-current liabilities | 3,468 |
Total liabilities | 37,661 |
Redeemable shares | 78,360 |
Members' equity | -9,641 |
Total liabilities and members' equity | $106,380 |
Investments_in_and_Advances_to2
Investments in and Advances to Unconsolidated Entities - Summary of Operating Results of Evolent (Detail) (Evolent LLC [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Evolent LLC [Member] | ' | ' | ' | ' |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $15,136 | $0 | $15,136 | $0 |
Operating expenses | -24,709 | 0 | -24,709 | 0 |
Depreciation and amortization | -725 | 0 | -725 | 0 |
Interest, net | 2 | 0 | 2 | 0 |
Taxes | 0 | 0 | 0 | 0 |
Net loss | ($10,296) | $0 | ($10,296) | $0 |
Investments_in_and_Advances_to3
Investments in and Advances to Unconsolidated Entities - Summary of Financial Position of Evolent Health Holdings (Details) (Evolent Health Holdings Inc [Member], USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Evolent Health Holdings Inc [Member] | ' | ' |
Schedule of Cost-method Investments [Line Items] | ' | ' |
Current assets | $0 | $9,842 |
Non-current assets | 50,977 | 10,571 |
Total assets | 50,977 | 20,413 |
Current liabilities | 0 | 11,716 |
Non-current liabilities | 0 | 10,116 |
Total liabilities | 0 | 21,832 |
Redeemable shares | 37,669 | 0 |
Membersb equity | 13,308 | -1,419 |
Total liabilities and membersb equity | $50,977 | $20,413 |
Investments_in_and_Advances_to4
Investments in and Advances to Unconsolidated Entities - Summary of Operating Results of Evolent Health Holdings (Details) (Evolent Health Holdings Inc [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Evolent Health Holdings Inc [Member] | ' | ' | ' | ' |
Schedule of Cost-method Investments [Line Items] | ' | ' | ' | ' |
Revenue | $0 | $5,362 | $25,671 | $7,624 |
Operating expenses | 0 | -11,230 | -45,617 | -23,885 |
Depreciation and amortization | 0 | -200 | -1,208 | -682 |
Interest, net | 0 | 5 | -820 | 12 |
Taxes | 0 | 0 | -8 | 0 |
Gain from deconsolidation | 0 | 0 | 46,246 | 0 |
Income/loss from investments | -3,134 | 0 | -3,094 | 0 |
Net loss | ($3,134) | ($6,063) | $21,170 | ($16,931) |
Other_NonCurrent_Assets_Additi
Other Non-Current Assets - Additional Information (Detail) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Warrants to purchase shares of company's common stock | 6,015,000 | ' |
Exercise price | $1 | ' |
Warrants recorded at their fair value | $550,000 | $550,000 |
Convertible preferred stock carries a dividend rate | 8.00% | ' |
Dividends declared | $0 | ' |
Convertible Preferred Stock of Private Company [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Convertible preferred stock investment is recorded at cost | $5,000,000 | ' |
Noncontrolling_Interest_Additi
Noncontrolling Interest - Additional Information (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Noncontrolling Interest [Abstract] | ' |
Redeemable noncontrolling interest | $0.10 |
Estimated maximum total redemption amount | $7.50 |
Noncontrolling interest ownership percentage | 100.00% |
Ownership interest | 0.00% |
Revolving_Credit_Facility_Addi
Revolving Credit Facility - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2012 | Dec. 31, 2013 | Jul. 30, 2012 | |
Line of Credit Facility [Line Items] | ' | ' | ' |
Amount of revolving credit facility | ' | ' | $150,000,000 |
Duration of senior secured revolving credit facility | '5 years | ' | ' |
Additional borrowings under the revolving credit facility | ' | 50,000,000 | ' |
Minimum increments under the credit agreement | ' | 10,000,000 | ' |
Maximum principal amount of swing line loans | ' | 5,000,000 | ' |
Issuance of letters of credit under sublimit | ' | 10,000,000 | ' |
Revolving credit facility matures | ' | 30-Jul-17 | ' |
Debt instrument basis spread on variable rate minimum | ' | 1.75% | ' |
Debt instrument basis spread on variable rate maximum | ' | 2.50% | ' |
Amounts outstanding on the revolving credit facility | ' | 0 | ' |
Amounts available for borrowing | ' | 150,000,000 | ' |
Secured Debt [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Amount of revolving credit facility | ' | $150,000,000 | ' |
Minimum | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Alternate base rate loans under credit agreement | ' | 0.75% | ' |
Commitment fee percentage on unutilized portion | ' | 0.25% | ' |
Maximum | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Alternate base rate loans under credit agreement | ' | 1.50% | ' |
Commitment fee percentage on unutilized portion | ' | 0.40% | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 117 Months Ended | 120 Months Ended | ||
8-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Increased share repurchase program | $100,000,000 | ' | ' | ' | ' | ' | ' |
Total amount authorized under repurchase program | 450,000,000 | ' | ' | ' | ' | ' | ' |
Number of shares repurchased under stock repurchase program | ' | 80,311 | 109,654 | 286,232 | 286,881 | ' | 15,936,326 |
Purchases of treasury stock | ' | 5,000,000 | 5,000,000 | 16,200,000 | 13,000,000 | ' | 357,100,000 |
Number of shares subject to repurchase | ' | ' | ' | 0 | ' | ' | ' |
Remaining authorized repurchase amount | ' | ' | ' | 92,900,000 | ' | ' | ' |
Number of shares retired by the Company | ' | ' | ' | 286,232 | ' | 15,936,326 | ' |
Treasury stock retirement reductions in common stock, par value | ' | ' | ' | 3,000 | ' | ' | ' |
Treasury stock retirement resulted in reductions to treasury stock | ' | ' | ' | 16,200,000 | ' | ' | ' |
Treasury stock retirement resulted in reductions to retained earnings | ' | ' | ' | $16,100,000 | ' | ' | ' |
Stockbased_Compensation_Additi
Stock-based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Sep. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 15, 2005 | |
Stock Options [Member] | 2009 Plan [Member] | 2009 Plan [Member] | 2006 Plan [Member] | 2005 Plan [Member] | 2005 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of shares increases for issuance | ' | ' | 2,125,000 | ' | ' | ' | ' |
Common stock available for issuance | ' | ' | 6,735,000 | 2,740,725 | ' | 715,670 | 3,200,000 |
Maximum contractual term | ' | ' | '5 years | '7 years | '5 years | '7 years | ' |
Stock option awards, valued on the date of grant | ' | $13.41 | ' | ' | ' | ' | ' |
Stock option awards, risk-free interest rate | ' | 0.60% | ' | ' | ' | ' | ' |
Stock option awards, expected term | ' | '4 years | ' | ' | ' | ' | ' |
Stock option awards, expected volatility | ' | 33.34% | ' | ' | ' | ' | ' |
Stock option awards, dividend yield | ' | 0.00% | ' | ' | ' | ' | ' |
Stock-based compensation costs capitalized as part of the cost of an asset | $0 | ' | ' | ' | ' | ' | ' |
Compensation cost related to stock-based compensation | $37,100,000 | ' | ' | ' | ' | ' | ' |
Weighted average period of stock-based compensation | '2 years 8 months 2 days | ' | ' | ' | ' | ' | ' |
Stockbased_Compensation_Summar
Stock-based Compensation - Summary of Changes in Common Stock Options (Detail) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Number of Options, Outstanding, beginning of period | 2,692,353 | 3,812,228 |
Number of Options, Granted | 443,262 | 361,844 |
Number of Options, Exercised | -1,045,651 | -1,342,510 |
Number of Options, Forfeited | -71,630 | -4,500 |
Number of Options, Cancellations | 0 | 0 |
Number of Options, Outstanding, end of period | 2,018,334 | 2,827,062 |
Number of Options, Exercisable, end of period | 957,685 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' |
Weighted Average Exercise Price, Outstanding, beginning of period | $21.06 | $17.04 |
Weighted Average Exercise Price, Granted | $48.50 | $44 |
Weighted Average Exercise Price, Exercised | $16.72 | $16.08 |
Weighted Average Exercise Price, Forfeited | $32.93 | $9.26 |
Weighted Average Exercise Price, Cancellations | $0 | $0 |
Weighted Average Exercise Price, Outstanding, end of period | $28.91 | $20.96 |
Weighted Average Exercise Price, Exercisable, end of period | $18.51 | ' |
Stockbased_Compensation_Summar1
Stock-based Compensation - Summary of Changes in RSUs (Detail) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Number of RSUs, Non-vested, beginning of period | 943,206 | 896,640 |
Number of RSUs, Granted | 419,632 | 340,756 |
Number of RSUs, Forfeited | -36,706 | -2,904 |
Number of RSUs, Vested | -339,710 | -273,444 |
Number of RSUs, Non-vested, end of period | 986,422 | 961,048 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' |
Weighted Average Grant Date Fair Value Non-vested, beginning of Period | $29.50 | $20.77 |
Weighted Average Grant Date Fair Value, Granted | $49.51 | $44.34 |
Weighted Average Grant Date Fair Value, Forfeited | $39.86 | $22.75 |
Weighted Average Grant Date Fair Value, Vested | $26.50 | $19.78 |
Weighted Average Grant Date Fair Value Non-vested, end of Period | $38.66 | $29.40 |
Stockbased_Compensation_Summar2
Stock-based Compensation - Summary of Stock-based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock-based compensation expense included in Costs and expenses | ' | ' | ' | ' |
Income from operations | ($7,875) | ($9,736) | ($30,003) | ($32,592) |
Net income | -3,652 | -4,592 | -16,346 | -16,758 |
Stock Option and RSUs [Member] | ' | ' | ' | ' |
Stock-based compensation expense included in Costs and expenses | ' | ' | ' | ' |
Total costs and expenses | 4,728 | 3,471 | 13,794 | 10,382 |
Income from operations | -4,728 | -3,471 | -13,794 | -10,382 |
Net income | -2,908 | -2,142 | -8,484 | -6,406 |
Impact on diluted earnings per share | $0.08 | $0.06 | $0.23 | $0.18 |
Cost of Services [Member] | ' | ' | ' | ' |
Stock-based compensation expense included in Costs and expenses | ' | ' | ' | ' |
Total costs and expenses | 1,456 | 1,009 | 4,145 | 3,002 |
Member Relations and Marketing [Member] | ' | ' | ' | ' |
Stock-based compensation expense included in Costs and expenses | ' | ' | ' | ' |
Total costs and expenses | 944 | 656 | 2,845 | 1,992 |
General and Administrative [Member] | ' | ' | ' | ' |
Stock-based compensation expense included in Costs and expenses | ' | ' | ' | ' |
Total costs and expenses | 2,328 | 1,806 | 6,804 | 5,388 |
Depreciation and Amortization [Member] | ' | ' | ' | ' |
Stock-based compensation expense included in Costs and expenses | ' | ' | ' | ' |
Total costs and expenses | $0 | $0 | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Interest or penalties on unrecognized tax benefits | $0 | $0 | $0 | $0 |
Earnings_Per_Share_Reconciliat
Earnings Per Share - Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Basic weighted average common shares outstanding | 36,063 | 34,949 | 35,812 | 34,597 |
Effect of dilutive outstanding stock-based awards | 1,049 | 1,399 | 1,064 | 1,547 |
Dilutive impact of earn-out liability | 0 | 37 | 0 | 87 |
Diluted weighted average common shares outstanding | 37,112 | 36,385 | 36,876 | 36,231 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) (Stock Compensation Plan [Member]) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Compensation Plan [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Share-based compensation awards | 1 | 0.4 | 1.1 | 0.4 |