Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jun. 30, 2014 | Aug. 04, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'HMS HOLDINGS CORP | ' |
Entity Central Index Key | '0001196501 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 87,727,214 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $95,879 | $93,366 |
Accounts receivable, net of allowance for doubtful accounts of $1,232 and $916, respectively and estimated allowance for appeals of $7,161 and $13,939, at June 30, 2014 and December 31, 2013, respectively | 164,543 | 171,726 |
Prepaid expenses | 10,910 | 12,942 |
Prepaid income taxes | 335 | 6,792 |
Other current assets | 470 | 489 |
Total current assets | 272,137 | 285,315 |
Property and equipment, net | 118,300 | 123,006 |
Goodwill | 361,468 | 361,468 |
Intangible assets, net | 84,931 | 95,312 |
Deferred financing costs | 7,999 | 9,041 |
Other assets | 4,505 | 4,460 |
Total assets | 849,340 | 878,602 |
Current liabilities: | ' | ' |
Accounts payable, accrued expenses and other liabilities | 34,065 | 37,123 |
Acquisition related contingent consideration | 528 | 945 |
Deferred tax liabilities | 5,910 | 6,326 |
Estimated liability for appeals | 35,720 | 41,852 |
Total current liabilities | 76,223 | 86,246 |
Long-term liabilities: | ' | ' |
Deferred rent | 2,208 | 724 |
Revolving credit facility | 197,796 | 232,796 |
Other liabilities | 3,268 | 3,874 |
Deferred tax liabilities | 49,338 | 52,523 |
Total long-term liabilities | 252,610 | 289,917 |
Total liabilities | 328,833 | 376,163 |
Commitments and Contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock-$0.01 par value; 5,000,000 shares authorized; none issued | ' | ' |
Common stock-$0.01 par value; 125,000,000 shares authorized; 94,249,982 shares issued and 87,723,677 shares outstanding at June 30, 2014; 93,826,453 shares issued and 87,300,148 shares outstanding at December 31, 2013 | 940 | 936 |
Capital in excess of par value | 305,190 | 296,517 |
Retained earnings | 259,391 | 250,000 |
Treasury stock, at cost: 6,526,305 shares at June 30, 2014 and at December 31, 2013 | -45,014 | -45,014 |
Total shareholders' equity | 520,507 | 502,439 |
Total liabilities and shareholders' equity | $849,340 | $878,602 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,232 | $916 |
Accounts receivable, allowance for appeals (in dollars) | $7,161 | $13,939 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 94,249,982 | 93,826,453 |
Common stock, shares outstanding | 87,723,677 | 87,300,148 |
Treasury stock, shares | 6,526,305 | 6,526,305 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' | ' |
Revenue | $112,561 | $125,809 | $217,268 | $242,416 |
Cost of services: | ' | ' | ' | ' |
Compensation | 44,245 | 46,032 | 91,166 | 90,016 |
Data processing | 10,174 | 9,188 | 19,398 | 18,286 |
Occupancy | 4,688 | 4,781 | 8,648 | 9,403 |
Direct project costs | 9,913 | 12,269 | 17,586 | 25,539 |
Other operating costs | 5,915 | 7,653 | 11,398 | 14,290 |
Amortization of acquisition related software | 7,160 | 8,759 | 14,320 | 16,688 |
Total cost of services | 82,095 | 88,682 | 162,516 | 174,222 |
Selling, general and administrative expenses | 17,908 | 16,761 | 34,397 | 32,560 |
Total operating expenses | 100,003 | 105,443 | 196,913 | 206,782 |
Operating income | 12,558 | 20,366 | 20,355 | 35,634 |
Interest expense | -1,939 | -4,047 | -4,018 | -7,779 |
Other income, net | ' | 776 | ' | 799 |
Interest income | 12 | 17 | 36 | 18 |
Income before income taxes | 10,631 | 17,112 | 16,373 | 28,672 |
Income taxes | 4,593 | 6,692 | 6,982 | 11,276 |
Net income and comprehensive income | $6,038 | $10,420 | $9,391 | $17,396 |
Basic income per common share: | ' | ' | ' | ' |
Net income per share-basic (in dollars per share) | $0.07 | $0.12 | $0.11 | $0.20 |
Diluted income per share: | ' | ' | ' | ' |
Net income per share-diluted (in dollars per share) | $0.07 | $0.12 | $0.11 | $0.20 |
Weighted average shares: | ' | ' | ' | ' |
Basic (in shares) | 87,691 | 87,674 | 87,564 | 87,408 |
Diluted (in shares) | 88,092 | 89,023 | 88,033 | 88,919 |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2013 | $936 | $296,517 | $250,000 | ($45,014) | $502,439 |
Balance (in shares) at Dec. 31, 2013 | 93,826,453 | ' | ' | 6,526,305 | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' |
Net income and comprehensive income | ' | ' | 9,391 | ' | 9,391 |
Stock-based compensation cost | ' | 6,230 | ' | ' | 6,230 |
Exercise of stock options | 3 | 3,073 | ' | ' | 3,076 |
Exercise of stock options (in shares) | 316,041 | ' | ' | ' | ' |
Vesting of restricted stock awards and units, net of shares withheld for employee tax | 1 | -1,089 | ' | ' | -1,088 |
Vesting of restricted stock awards and units, net of shares withheld for employee tax (in shares) | 107,488 | ' | ' | ' | ' |
Deferred tax reversal for unexercised stock options | ' | -395 | ' | ' | -395 |
Excess tax benefit from exercise of stock options | ' | 854 | ' | ' | 854 |
Balance at Jun. 30, 2014 | $940 | $305,190 | $259,391 | ($45,014) | $520,507 |
Balance (in shares) at Jun. 30, 2014 | 94,249,982 | ' | ' | 6,526,305 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOW (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Operating activities: | ' | ' |
Net income and comprehensive income | $9,391 | $17,396 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation expense | 16,253 | 15,228 |
Amortization expense | 11,335 | 14,934 |
Stock-based compensation expense | 6,230 | 6,122 |
Excess tax benefit from exercised stock options | -854 | -4,244 |
Deferred income taxes | -3,996 | -2,531 |
Allowance for doubtful accounts | -6,462 | 6,314 |
Change in fair value of contingent consideration | 11 | 20 |
Loss on disposal of fixed assets | 4 | 184 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 13,645 | -16,772 |
Prepaid expenses | 2,032 | 1,878 |
Prepaid income taxes | 7,311 | -2,742 |
Other current assets | 19 | -73 |
Other assets | -45 | 7 |
Accounts payable, accrued expenses and other liabilities | -1,193 | -7,011 |
Estimated liability for appeals | -6,132 | 7,161 |
Net cash provided by operating activities | 47,549 | 35,871 |
Investing activities: | ' | ' |
Purchases of property and equipment | -10,315 | -12,734 |
Investment in common stock | ' | -500 |
Investment in capitalized software | -1,309 | -1,996 |
Net cash used in investing activities | -11,624 | -15,230 |
Financing activities: | ' | ' |
Financing related to revolving credit facility | ' | -2,915 |
Repayment of term loan | ' | -8,750 |
Repayment of revolving credit facility | -35,000 | -25,000 |
Payments on contingent consideration | -428 | ' |
Payments on capital lease obligations | -826 | -838 |
Proceeds from exercise of stock options | 3,076 | 6,309 |
Payments of tax withholdings on behalf of employees for net-share settlement for stock-based compensation | -1,088 | -1,498 |
Excess tax benefit from exercised stock options | 854 | 4,244 |
Proceeds from revolving credit facility | ' | 4,046 |
Net cash (used in ) /provided by financing activities | -33,412 | -24,402 |
Net increase (decrease) in cash and cash equivalents | 2,513 | -3,761 |
Cash and cash equivalents at beginning of year | 93,366 | 135,227 |
Cash and cash equivalents at end of year | 95,879 | 131,466 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for income taxes | 3,503 | 19,881 |
Cash paid for interest | 2,538 | 4,308 |
Supplemental disclosure of noncash investing activities: | ' | ' |
Accrued property and equipment purchases | 1,633 | 1,655 |
Equipment purchased through capital leases | $20 | $2,196 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Basis of Presentation | ' | ||||
Basis of Presentation | ' | ||||
1.Basis of Presentation | |||||
The accompanying unaudited consolidated financial statements of HMS Holdings Corp., its subsidiaries and affiliates (“HMS,” “we,” “our,” “us”) have been prepared in accordance with United States Generally Accepted Accounting Principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of our and our subsidiaries’ financial position at June 30, 2014, the results of our operations for the three and six months ended June 30, 2014 and 2013 and cash flows for the six months ended June 30, 2014 and 2013. Interim unaudited financial statements are prepared on a basis consistent with our annual financial statements. The financial statements included herein should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2013, which we refer to as our Annual Report. There have been no significant changes in critical accounting policies since December 31, 2013. | |||||
The preparation of our unaudited consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, primarily accounts receivable, intangible assets, accrued expenses, estimated allowance for appeals and estimated liability for appeals and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Our actual results could differ from those estimates. | |||||
These unaudited consolidated financial statements include our accounts and transactions and those of our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | |||||
As of June 30, 2014, we have accrued an estimated liability for appeals and estimated allowance for appeals based on our historical experience with this activity under our clients’ contracts. At this time, we do not believe that we face a risk of significant loss in excess of the amounts accrued. Accordingly, we believe that an estimate of any possible loss in excess of the amounts accrued is immaterial. Any future changes to any of our client contracts, including further modifications to the transition plan for incumbent Medicare recovery audit contractors, may require us to apply different assumptions that could affect our estimated liability for future periods. We similarly accrue an allowance against accounts receivable related to fees yet to be collected, based on the same estimates used to establish the estimated liability for appeals of fees received. Our inability or failure to correctly estimate or accrue the estimated liabilities and allowance for appeals or accounts receivable could adversely affect our revenue in current or future periods. | |||||
Allowance for doubtful accounts and estimated allowance and liability for appeals as of June 30, 2014 are as follows: | |||||
Allowance for doubtful accounts (in thousands): | |||||
Balance, December 31, 2012 | $ | 830 | |||
Provision | 718 | ||||
Recoveries | (42 | ) | |||
Charge-offs | (590 | ) | |||
Balance, December 31, 2013 | $ | 916 | |||
Provision | 500 | ||||
Recoveries | (17 | ) | |||
Charge-offs | (167 | ) | |||
Balance, June 30, 2014 | $ | 1,232 | |||
Estimated allowance for appeals and estimated liability for appeals (in thousands): | |||||
Balance, December 31, 2012 | $ | 34,426 | |||
Provision | 41,076 | ||||
Appeals found in Providers’ favor | (19,711 | ) | |||
Balance, December 31, 2013 | $ | 55,791 | * | ||
Provision | 12,166 | ||||
Appeals found in Providers’ favor | (25,076 | ) | |||
Balance, June 30, 2014 | $ | 42,881 | * | ||
*Includes $7,161 and $13,939 related to estimated allowance for appeals that apply to uncollected accounts receivable as of June 30, 2014 and December 31, 2013, respectively. | |||||
Our financial instruments are categorized into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. In the event the fair value is not readily available/determinable, the financial instrument is carried at cost and referred to as a cost method investment. The evaluation of whether an investment’s fair value is less than cost is determined by using a disclosed fair value estimate, if one is available, otherwise, it is determined by evaluating whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment (an impairment indicator). We are not aware of any identified events or change in circumstances that would have a significant adverse effect on the carrying value of our cost method investments. Financial instruments recorded at fair value on our unaudited consolidated balance sheets are categorized as follows: | |||||
· | Level 1: Observable inputs such as quoted prices in active markets; | ||||
· | Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||||
· | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||
The following table summarizes the changes in Level 3 instruments during the six months ended June 30, 2014: | |||||
Acquisition related contingent consideration | (in thousands) | ||||
Fair value at December 31, 2013 | $ | 945 | |||
Payments on contingent consideration | (428 | ) | |||
Change in fair value of contingent consideration | 11 | ||||
Fair value at June 30, 2014 | $ | 528 | |||
We evaluate the recoverability of goodwill annually and whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (i) a significant decrease in the market value of an asset, (ii) a significant adverse change in the extent or manner in which an asset is used, or (iii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. | |||||
The carrying amounts for our cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature. | |||||
Certain reclassifications were made to prior period amounts to conform to the current period presentation. | |||||
Recently Issued Accounting Pronouncements | |||||
On March 31, 2014, the New York Bank and Corporate Franchise Tax Reform was enacted. Under this new law, banks and general corporations will be subject to a substantially revised Article 9-A franchise tax. Substantive changes to the 9-A franchise tax include, but are not limited to, new economic nexus standards, reduced corporate franchise tax rates for general corporations and qualified manufacturers, revised apportionment provisions, and new rules for when unitary combined reporting is required. As required by ASC 740-10-25-48, the effects of a change in the tax law shall be recognized as of the date of enactment. The adoption of this guidance did not have a material effect on our unaudited consolidated financial statements. | |||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) that amends the FASB Accounting Standards Codification (“ASC”) by creating a new Topic 606 Revenue from Contracts with Customers. The new guidance will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. | |||||
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | |||||
Step 1: Identify the contract(s) with a customer. | |||||
Step 2: Identify the performance obligations in the contract. | |||||
Step 3: Determine the transaction price. | |||||
Step 4: Allocate the transaction price to the performance obligations in the contract. | |||||
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||
In addition, an entity should disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. | |||||
The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. This amendment is to be either retrospectively adopted to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. We are currently evaluating the impact of the adoption of this guidance to our unaudited consolidated financial statements. | |||||
In June 2014, FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance will not have a material effect on our unaudited consolidated financial statements. | |||||
Intangible_Assets
Intangible Assets | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Intangible Assets | ' | |||||||||
Intangible Assets | ' | |||||||||
2.Intangible Assets | ||||||||||
Intangible assets consisted of the following at June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||
June 30, | December 31, | Useful Life | ||||||||
2014 | 2013 | |||||||||
Client relationships | $ | 102,755 | $ | 102,755 | 5-10 years | |||||
Trade name | 17,312 | 19,532 | 3-5 years | |||||||
Restrictive covenants | 18,300 | 18,300 | 3-7 years | |||||||
138,367 | 140,587 | |||||||||
Less accumulated amortization | (53,436 | ) | (45,275 | ) | ||||||
Intangible assets, net | $ | 84,931 | $ | 95,312 | ||||||
Estimated amortization expense for intangible assets is expected to approximate the following (in thousands): | ||||||||||
Year Ending December 31, | ||||||||||
Remainder of 2014 | $ | 10,351 | ||||||||
2015 | 20,270 | |||||||||
2016 | 19,934 | |||||||||
2017 | 16,613 | |||||||||
2018 | 15,992 | |||||||||
Thereafter | 1,771 | |||||||||
For the three and six months ended June 30, 2014, amortization expense related to intangible assets was $5.2 million and $10.4 million, respectively. For the three and six months ended June 30, 2013, amortization expense related to intangible assets was $6.8 million and $12.7 million, respectively. | ||||||||||
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Taxes | ' |
Income Taxes | ' |
3.Income Taxes | |
Our effective tax rate increased to 42.6% for the six months ended June 30, 2014 from 39.3% for the six months ended June 30, 2013, primarily due to changes in state apportionments and permanent differences, including the aforementioned change in the New York State Franchise Tax. The principal differences between the statutory rate and our effective rate are state taxes and permanent differences. | |
We file income tax returns with the U.S. federal government and various state jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2010. We operate in a number of state and local jurisdictions, most of which have never audited our records. Accordingly, we are subject to state and local income tax examinations based upon the various statutes of limitations in each jurisdiction. | |
During the six months ended June 30, 2014 and 2013, we recorded excess income tax benefit of $0.9 million and $4.2 million, respectively, from the exercise of stock options by reducing income tax payable and increasing capital. | |
As of June 30, 2014 and 2013, the total amount of unrecognized tax benefits was approximately $1.6 million and $1.2 million, respectively, including approximately $0.2 million and $0.1 million, respectively (net of the federal benefit for state issues) of unrecognized tax benefits that, if recognized, would favorably affect our future effective tax rate. As of both June 30, 2014 and 2013, the accrued liability for interest expense and penalties related to unrecognized tax benefits was $1.2 million and $0.9 million, respectively. We include interest expense and penalties in the provision for income taxes in the unaudited Consolidated Statements of Comprehensive Income. The amount of interest expense (net of federal and state income tax benefits) and penalties in the unaudited Consolidated Statements of Comprehensive Income for the months ended June 30, 2014 and 2013 were immaterial. We do not expect any significant change in unrecognized tax benefits during the next twelve months. | |
Credit_Agreement
Credit Agreement | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Credit Agreement | ' | |||||||||||||
Credit Agreement | ' | |||||||||||||
4.Credit Agreement | ||||||||||||||
In connection with our acquisition of HealthDataInsights (“HDI”) in 2011, we entered into a five-year, revolving and term secured credit agreement, which we refer to as the 2011 Credit Agreement, with certain financial institutions and Citibank, N.A. as Administrative Agent. In May 2013, we amended and restated the 2011 Credit Agreement and entered into a $500 million five-year, amended and restated revolving credit agreement, which we refer to as the 2013 Credit Agreement. | ||||||||||||||
The 2013 Credit Agreement provides for an initial $500 million revolving credit facility, and, under specified circumstances, the revolving credit facility can be increased or one or more incremental term loan facilities can be added, provided that the incremental credit facilities do not exceed in the aggregate the sum of (a) $75 million plus (b) an additional amount not less than $25 million, so long as our total secured leverage ratio, calculated giving pro forma effect to the requested incremental borrowing and other customary and appropriate pro forma adjustment events, including any permitted acquisitions, is no greater than 2.5:1.0. | ||||||||||||||
The 2013 Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. The 2013 Credit Agreement requires us to comply, on a quarterly basis, with certain principal financial covenants, including a maximum consolidated leverage ratio reducing from 3.50:1.00 to 3.25:1.00 over the next five years and a minimum interest coverage ratio of 3.00:1.00. | ||||||||||||||
The interest rates applicable to the revolving credit facility are, at our option, either (a) the LIBOR multiplied by the statutory reserve rate plus an interest margin ranging from 1.50% to 2.25% based on our consolidated leverage ratio, or (b) a base rate (which is equal to the greatest of (a) Citibank’s prime rate, (b) the federal funds effective rate plus 0.50% and (c) the one-month LIBOR plus 1.00% plus an interest margin ranging from 0.50% to 1.25% based on our consolidated leverage ratio). The interest rate related to the revolving credit facility as of June 30, 2014 was 2.0%. We will pay an unused commitment fee on the revolving credit facility during the term of the 2013 Credit Agreement ranging from 0.375% to 0.50% per annum based on our consolidated leverage ratio. | ||||||||||||||
Our obligations under the 2013 Credit Agreement may be accelerated upon the occurrence of an event of default, which includes customary events of default such as, without limitation, payment defaults, failures to perform affirmative covenants, failure to refrain from actions or omissions prohibited by negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency related defaults, defaults relating to judgments, defaults due to certain ERISA related events and a change of control default. As of June 30, 2014, we were in compliance with all the terms of the 2013 Credit Agreement. | ||||||||||||||
Borrowings under the 2013 Credit Agreement were used to refinance the outstanding principal and unpaid interest of $323.8 million and $1.1 million, respectively, under the term loan facility of the 2011 Credit Agreement. We paid lender fees of $2.9 million in connection with amending and restating the Credit Agreement. | ||||||||||||||
The interest expense on revolving debt and commitment fees on unused revolving credit facility are as follows (in thousands): | ||||||||||||||
June 30, | June 30, | |||||||||||||
Three months ended | Six months ended | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Interest expense | $ | 1,000 | $ | 2,294 | $ | 2,164 | $ | 4,955 | ||||||
Commitment fees | $ | 376 | $ | 177 | $ | 704 | $ | 293 | ||||||
At June 30, 2014 and December 31, 2013, the unamortized balance of deferred lender fees and debt issue costs were $8.0 million and $9.0 million, respectively. For the three months ended June 30, 2014 and 2013, we amortized $0.5 million and $1.5 million, respectively, of interest expense related to our deferred lender fees and debt issue costs. For the six months ended June 30, 2014 and 2013, we amortized $1.0 million and $2.3 million, respectively, of interest expense related to our deferred lender fees and debt issue costs. | ||||||||||||||
Earnings_per_Share
Earnings per Share | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings per Share | ' | |||||||||||||
Earnings per Share | ' | |||||||||||||
5.Earnings Per Share | ||||||||||||||
Basic income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted income per share is calculated by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Our common share equivalents consist of stock options and restricted stock awards and units. | ||||||||||||||
The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands, except per share data): | ||||||||||||||
June 30, | June 30, | |||||||||||||
Three months ended | Six months ended | |||||||||||||
Basic and diluted | 2014 | 2013 | 2014 | 2013 | ||||||||||
Net Income | $ | 6,038 | $ | 10,420 | $ | 9,391 | $ | 17,396 | ||||||
Net weighted average common shares outstanding, basic | 87,691 | 87,674 | 87,564 | 87,408 | ||||||||||
Plus: net effect of dilutive stock options | 230 | 1,200 | 301 | 1,336 | ||||||||||
Plus: net effect of dilutive restricted common shares | 171 | 149 | 168 | 175 | ||||||||||
Weighted average common shares outstanding, diluted | 88,092 | 89,023 | 88,033 | 88,919 | ||||||||||
Income per common share - Basic | $ | 0.07 | $ | 0.12 | $ | 0.11 | $ | 0.20 | ||||||
Income per common share - Diluted | $ | 0.07 | $ | 0.12 | $ | 0.11 | $ | 0.20 | ||||||
For the three months ended June 30, 2014 and 2013, 2,562,229 and 1,413,369 stock options, respectively, were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive. For the three months ended June 30, 2014 and 2013, 9,085 and 189,278 restricted stock units were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive. | ||||||||||||||
For the six months ended June 30, 2014 and 2013, 2,443,375 and 1,375,346 stock options, respectively, were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive. For the six months ended June 30, 2014 and 2013, 52,171 and 102,847 restricted stock units were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive. | ||||||||||||||
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Stock-Based Compensation | ' | |||||||||||
Stock-Based Compensation | ' | |||||||||||
6.Stock-Based Compensation | ||||||||||||
Total stock-based compensation expense charged as a selling, general and administrative expense in our unaudited consolidated statements of comprehensive income related to our stock compensation plans was $3.3 million and $3.1 million for the three months ended June 30, 2014 and June 30, 2013, respectively, and $6.2 million and $6.1 million for the six months ended June 30, 2014 and June 30, 2013, respectively. | ||||||||||||
Presented below is a summary of our stock option activity for the six months ended June 30, 2014 (shares in thousands): | ||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||
Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value | ||||||||||
Price | Contractual | |||||||||||
Terms | ||||||||||||
Outstanding at December 31, 2013 | 4,273 | $ | 17.53 | 4.86 | 27,099 | |||||||
Granted | 58 | $ | 19.96 | |||||||||
Exercised | (316 | ) | $ | 9.9 | ||||||||
Forfeited | (207 | ) | $ | 23.5 | ||||||||
Expired | (117 | ) | $ | 22.69 | ||||||||
Outstanding at June 30, 2014 | 3,691 | $ | 17.72 | 4.5 | $ | 18,094 | ||||||
Expected to vest at June 30, 2014 | 1,743 | $ | 22.69 | 6.03 | $ | 896 | ||||||
Exercisable at June 30, 2014 | 1,907 | $ | 13.06 | 3.06 | $ | 17,172 | ||||||
For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||
The fair value of each option grant with service-based vesting conditions was estimated using the Black-Scholes pricing models. The performance share awards granted in 2013 are market condition awards as attainment is based on the performance of our common stock for the relevant performance period. These awards were valued on the date of grant using a Monte Carlo simulation model (a binomial lattice-based valuation model). | ||||||||||||
Expected volatilities are calculated based on the historical volatility of our common stock. Management monitors stock option exercises and employee termination patterns to estimate forfeiture rates within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected holding period of options represents the period of time that options granted are expected to be outstanding. The expected terms of options granted are based on our historical experience for similar types of stock option awards. The risk-free interest rate is based on U.S. Treasury Notes. | ||||||||||||
The weighted average grant-date fair value per share of the stock options granted during the six months ended June 30, 2014 and 2013 was $5.92 and $9.71, respectively. We estimated the fair value of each stock option grant on the date of grant using a Black-Scholes option-pricing model and the weighted-average assumptions set forth in the following table: | ||||||||||||
Six months ended June 30, | ||||||||||||
2014 | 2013 | |||||||||||
Expected dividend yield | — | — | ||||||||||
Risk-free interest rate | 1.50% | 0.67% | ||||||||||
Expected volatility | 37.27% | 40.05% | ||||||||||
Expected life | 4.81 years | 4.47 years | ||||||||||
During the three months ended June 30, 2014 and 2013, we issued 0.1 million shares and 0.2 million shares, respectively, of our common stock upon the exercise of outstanding stock options and received proceeds of $0.6 million and $0.9 million, respectively. | ||||||||||||
For each of the three months ended June 30, 2014 and 2013, stock-based compensation expense for stock options was $1.8 million. | ||||||||||||
We did not recognize excess income tax benefit from the exercise of stock options in our unaudited consolidated statements of comprehensive income for the three months ended June 30, 2014. We recognized excess income tax benefit of $1.2 million from the exercise of stock options in our unaudited consolidated statements of comprehensive income for the three months ended June 30, 2013. | ||||||||||||
During the six months ended June 30, 2014 and 2013, we issued 0.3 million shares, and 0.7 million shares, respectively, of our common stock upon the exercise of outstanding stock options and received proceeds of $3.1 million and $6.3 million, respectively. | ||||||||||||
For the six months ended June 30, 2014 and 2013, stock-based compensation expense for stock options was $3.6 million and $3.7 million, respectively. | ||||||||||||
We recognized excess income tax benefit of $0.9 million and $4.2 million from the exercise of stock options in our unaudited consolidated statements of comprehensive income for the six months ended June 30, 2014 and 2013, respectively. | ||||||||||||
As of June 30, 2014, there was $11.1 million of total unrecognized compensation cost, adjusted for estimated forfeitures, related to stock options outstanding, which is expected to be recognized over a weighted-average period of 1.3 years. | ||||||||||||
The total intrinsic value of options exercised (the difference in the market price of our common stock on the exercise date and the price paid by the optionee to exercise the option) for the three months ended June 30, 2014 and 2013 was approximately $0.4 million and $4.0 million, respectively. | ||||||||||||
The total intrinsic value of options exercised during the six month periods ended June 30, 2014 and 2013 was $3.3 million and $13.9 million, respectively. | ||||||||||||
Restricted Stock Units | ||||||||||||
Our non-employee members of the Board and certain employees have received restricted stock units under our 2006 Stock Plan, as amended (the “2006 Stock Plan”). The fair value of restricted stock units is estimated based on the closing sale price of our common stock on the NASDAQ Global Select Market on the date of issuance. The total number of restricted stock units expected to vest is adjusted by estimated forfeiture rates. Shares withheld to pay taxes upon the vesting of restricted stock units are retired. | ||||||||||||
For the three months ended June 30, 2014, we granted 4,880 restricted stock units with an aggregate fair market value of $0.1 million. | ||||||||||||
For the three months ended June 30, 2014 and 2013, stock-based compensation expense for restricted stock units was $1.5 million and $1.2 million, respectively. | ||||||||||||
For the six months ended June 30, 2014, we granted 246,764 restricted stock units, with an aggregate fair market value of $5.0 million. | ||||||||||||
For the six months ended June 30, 2014 and 2013, stock-based compensation expense for restricted stock units was $2.5 million and $2.1 million, respectively. | ||||||||||||
At June 30, 2014, 611,023 restricted stock units remained unvested and there was $11.4 million of unamortized compensation cost related to these restricted stock units, which is expected to be recognized over the remaining weighted-average vesting period of 1.7 years. | ||||||||||||
A summary of the status of our restricted stock units and of changes in restricted stock units outstanding under the 2006 Stock Plan for the six months ended June 30, 2014 is as follows (in thousands, except for weighted average grant date fair value per unit): | ||||||||||||
Number | Weighted Average | Aggregate | ||||||||||
of | Grant Date Fair | Intrinsic | ||||||||||
Units | Value per Unit | Value | ||||||||||
Outstanding balance at December 31, 2013 | 636 | $ | 25.5 | $ | 14,429 | |||||||
Granted | 247 | $ | 20.22 | |||||||||
Vesting of restricted stock units, net of shares withheld for taxes | (52 | ) | $ | 25.56 | ||||||||
Shares withheld for taxes | (25 | ) | $ | 25.56 | ||||||||
Forfeitures | (117 | ) | $ | 24.96 | ||||||||
Outstanding balance at June 30, 2014 | 689 | $ | 23.71 | $ | 14,057 | |||||||
Restricted Stock Awards | ||||||||||||
In February 2009, certain of our executive officers received a grant of restricted stock awards under the 2006 Stock Plan, which vested in full in February 2014. The vesting of these restricted stock awards was subject to the executive officers’ continued employment with us and the recipients of these awards were not required to provide us with any consideration other than rendering service. The stock-based compensation expense for restricted stock awards is determined based on the closing market price of our common stock on the grant date of the awards applied to the total number of awards that are anticipated to fully vest. Shares withheld to pay taxes are retired upon the vesting of the restricted stock awards. | ||||||||||||
For the three months ended June 30, 2014, we did not issue restricted stock awards. For the three months ended June 30, 2013, stock-based compensation expense for restricted stock awards was $0.1 million. | ||||||||||||
For the six months ended June 30, 2014 and 2013, stock-based compensation expense for restricted stock awards was $0.1 million and $0.3 million, respectively. | ||||||||||||
A summary of the status of our restricted stock awards at June 30, 2014 and of changes in restricted stock awards outstanding under the 2006 Stock Plan for the six months ended June 30, 2014 is as follows (in thousands, except for weighted average grant date fair value): | ||||||||||||
Shares | Weighted Average | Aggregate | ||||||||||
Grant Date Fair | Intrinsic | |||||||||||
Value per Share | Value | |||||||||||
Outstanding balance at December 31, 2013 | 82 | $ | 10.42 | $ | 1,851 | |||||||
Granted | — | — | ||||||||||
Vesting of restricted stock awards | (54 | ) | $ | 10.42 | ||||||||
Shares withheld for payment of taxes upon vesting of restricted stock awards | (28 | ) | $ | 10.42 | ||||||||
Forfeitures | — | — | ||||||||||
Outstanding balance at June 30, 2014 | — | $ | — | |||||||||
The total fair value of restricted stock awards vested during the six months ended June 30, 2014 was $0.9 million. | ||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
7.Commitment and Contingencies | |
Litigation | |
From time to time, we may be subject to investigations, legal proceedings and other disputes arising in the ordinary course of our business, including but not limited to regulatory audits, billing and contractual disputes and employment-related matters. We record accruals for outstanding legal matters when we believe it is probable that a loss will be incurred and the amount can be reasonably estimated. We evaluate, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, we do not establish an accrued liability. None of our accruals for outstanding legal matters are material in the aggregate to our financial position. | |
Our contractual relationships, including those with Federal and State government entities, subject our operations, billing, and business practices to scrutiny and audit, including by multiple agencies and levels of government, as well as to frequent transitions and changes in the personnel responsible for oversight of our contractual performance. From time to time, we may have contractual disputes with our clients arising from differing interpretations of contractual provisions that define our rights, obligations, scope of work, or terms of payment, and with associated claims of liability for inaccurate or improper billing for reimbursement of contract fees, or for sanctions or damages for alleged performance deficiencies. Resolution of such disputes may involve litigation or may require that we accept some amount of loss or liability in order to avoid client abrasion, negative marketplace perceptions and other disadvantageous results that could impact our business, results of operations and financial condition. | |
In the Superior Court of the State of California, County of Los Angeles, Kern Health Systems (“KHS” or “Plaintiff”) had sought to recover in excess of $7 million exclusive of interest, attorney fees and costs, against Allied Management Group Special Investigation Unit, Inc. (“AMG”), Dennis Demetre, and Lori Lewis (collectively, “Defendants”), jointly and severally, on causes of action for breach of contract, professional negligence, intentional misrepresentation, negligent misrepresentation and unfair business practices under California Business and Professions Code. On June 9, 2014, the jury issued its verdict in favor of all Defendants, and against KHS, on all causes of action except negligent misrepresentation. On that cause of action, the jury issued a verdict against all Defendants, jointly and severally, in the sum of $1.38 million. The negligent misrepresentation verdict was based on representations to KHS allegedly made by AMG and former owner Dennis Demetre in the spring of 2008, prior to the acquisition of AMG by HMS. We believe that the jury erroneously awarded damages based on an error inasmuch as the jury unanimously found that Defendants (through Demetre) made the negligent misrepresentation to KHS while having reasonable grounds for believing the representation to be true. We intend to appeal this verdict. Additionally, based on the jury’s verdict, we believe we are properly characterized as the prevailing party on the breach of contract claim. On July 28, 2014, AMG filed a motion to formally seek to recover its attorney fees and costs in the sum of approximately $2.3 million. We have not recorded an obligation on this matter at this time, as we are in the process of appealing this decision and believe it is probable that we will prevail on the appeal of this matter, although there are risks and uncertainties related to any litigation, including appeals, and neither we nor counsel are guarantors of litigation results. | |
Lease Commitments | |
On February 27, 2014, we entered into a lease agreement with an initial term of 121 months, with New Russell One, LLC for 63,922 square feet of office space at The Gramercy in Las Vegas, Nevada, the lease term for which is expected to commence during the three month period ending September 30, 2014. | |
We may elect to extend the lease term for up to two separate and successive five-year periods at a base rent equal to 95% of the fair market value of the rent at the time of our election. We may terminate the lease on (i) the last day of the 75th month of the initial lease term, or (ii) the last day of the 99th month of the initial lease term, in each case, upon nine months prior notice. | |
Our total obligation for this lease is $16.1 million over its term and includes a tenant improvement allowance of $4.0 million. The base rent and our share of direct expenses will be abated for the first 13 months of the lease term. | |
On April 2, 2014, we obtained a surety bond with a notional amount of $6.1 million for purposes of guaranteeing payment to subcontractors for improvements to the office space. A one-time fee of $66,562 was paid for the surety bond. | |
Letter of Credit | |
As part of our contractual agreement with a client, we have an outstanding irrevocable letter of credit (the “Letter of Credit”) for $4.6 million, which we established against our existing revolving credit facility. | |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation | ' |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
On March 31, 2014, the New York Bank and Corporate Franchise Tax Reform was enacted. Under this new law, banks and general corporations will be subject to a substantially revised Article 9-A franchise tax. Substantive changes to the 9-A franchise tax include, but are not limited to, new economic nexus standards, reduced corporate franchise tax rates for general corporations and qualified manufacturers, revised apportionment provisions, and new rules for when unitary combined reporting is required. As required by ASC 740-10-25-48, the effects of a change in the tax law shall be recognized as of the date of enactment. The adoption of this guidance did not have a material effect on our unaudited consolidated financial statements. | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) that amends the FASB Accounting Standards Codification (“ASC”) by creating a new Topic 606 Revenue from Contracts with Customers. The new guidance will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. | |
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | |
Step 1: Identify the contract(s) with a customer. | |
Step 2: Identify the performance obligations in the contract. | |
Step 3: Determine the transaction price. | |
Step 4: Allocate the transaction price to the performance obligations in the contract. | |
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. | |
In addition, an entity should disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. | |
The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. This amendment is to be either retrospectively adopted to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. We are currently evaluating the impact of the adoption of this guidance to our unaudited consolidated financial statements. | |
In June 2014, FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance will not have a material effect on our unaudited consolidated financial statements. | |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Basis of Presentation | ' | ||||
Schedule of allowances for doubtful accounts | ' | ||||
Allowance for doubtful accounts (in thousands): | |||||
Balance, December 31, 2012 | $ | 830 | |||
Provision | 718 | ||||
Recoveries | (42 | ) | |||
Charge-offs | (590 | ) | |||
Balance, December 31, 2013 | $ | 916 | |||
Provision | 500 | ||||
Recoveries | (17 | ) | |||
Charge-offs | (167 | ) | |||
Balance, June 30, 2014 | $ | 1,232 | |||
Estimated allowance for appeals and estimated liability for appeals (in thousands): | |||||
Balance, December 31, 2012 | $ | 34,426 | |||
Provision | 41,076 | ||||
Appeals found in Providers’ favor | (19,711 | ) | |||
Balance, December 31, 2013 | $ | 55,791 | * | ||
Provision | 12,166 | ||||
Appeals found in Providers’ favor | (25,076 | ) | |||
Balance, June 30, 2014 | $ | 42,881 | * | ||
*Includes $7,161 and $13,939 related to estimated allowance for appeals that apply to uncollected accounts receivable as of June 30, 2014 and December 31, 2013, respectively. | |||||
Schedule of changes in Level 3 | ' | ||||
Acquisition related contingent consideration | (in thousands) | ||||
Fair value at December 31, 2013 | $ | 945 | |||
Payments on contingent consideration | (428 | ) | |||
Change in fair value of contingent consideration | 11 | ||||
Fair value at June 30, 2014 | $ | 528 | |||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Intangible Assets | ' | |||||||||
Summary of intangible assets | ' | |||||||||
Intangible assets consisted of the following at June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||
June 30, | December 31, | Useful Life | ||||||||
2014 | 2013 | |||||||||
Client relationships | $ | 102,755 | $ | 102,755 | 5-10 years | |||||
Trade name | 17,312 | 19,532 | 3-5 years | |||||||
Restrictive covenants | 18,300 | 18,300 | 3-7 years | |||||||
138,367 | 140,587 | |||||||||
Less accumulated amortization | (53,436 | ) | (45,275 | ) | ||||||
Intangible assets, net | $ | 84,931 | $ | 95,312 | ||||||
Schedule of estimated amortization expense of intangible assets | ' | |||||||||
Estimated amortization expense for intangible assets is expected to approximate the following (in thousands): | ||||||||||
Year Ending December 31, | ||||||||||
Remainder of 2014 | $ | 10,351 | ||||||||
2015 | 20,270 | |||||||||
2016 | 19,934 | |||||||||
2017 | 16,613 | |||||||||
2018 | 15,992 | |||||||||
Thereafter | 1,771 | |||||||||
Credit_Agreement_Tables
Credit Agreement (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Credit Agreement | ' | |||||||||||||
Schedule of interest expense on revolving credit facility and commitment fees and unused revolving credit facility | ' | |||||||||||||
The interest expense on revolving debt and commitment fees on unused revolving credit facility are as follows (in thousands): | ||||||||||||||
June 30, | June 30, | |||||||||||||
Three months ended | Six months ended | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Interest expense | $ | 1,000 | $ | 2,294 | $ | 2,164 | $ | 4,955 | ||||||
Commitment fees | $ | 376 | $ | 177 | $ | 704 | $ | 293 | ||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings per Share | ' | |||||||||||||
Schedule of reconciliation between the weighted average outstanding shares used in calculation of basic and diluted earnings per share | ' | |||||||||||||
The following table reconciles the basic to diluted weighted average shares outstanding using the treasury stock method (shares in thousands, except per share data): | ||||||||||||||
June 30, | June 30, | |||||||||||||
Three months ended | Six months ended | |||||||||||||
Basic and diluted | 2014 | 2013 | 2014 | 2013 | ||||||||||
Net Income | $ | 6,038 | $ | 10,420 | $ | 9,391 | $ | 17,396 | ||||||
Net weighted average common shares outstanding, basic | 87,691 | 87,674 | 87,564 | 87,408 | ||||||||||
Plus: net effect of dilutive stock options | 230 | 1,200 | 301 | 1,336 | ||||||||||
Plus: net effect of dilutive restricted common shares | 171 | 149 | 168 | 175 | ||||||||||
Weighted average common shares outstanding, diluted | 88,092 | 89,023 | 88,033 | 88,919 | ||||||||||
Income per common share - Basic | $ | 0.07 | $ | 0.12 | $ | 0.11 | $ | 0.20 | ||||||
Income per common share - Diluted | $ | 0.07 | $ | 0.12 | $ | 0.11 | $ | 0.20 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Stock-Based Compensation | ' | |||||||||||
Summary of stock option activity | ' | |||||||||||
Presented below is a summary of our stock option activity for the six months ended June 30, 2014 (shares in thousands): | ||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||
Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value | ||||||||||
Price | Contractual | |||||||||||
Terms | ||||||||||||
Outstanding at December 31, 2013 | 4,273 | $ | 17.53 | 4.86 | 27,099 | |||||||
Granted | 58 | $ | 19.96 | |||||||||
Exercised | (316 | ) | $ | 9.9 | ||||||||
Forfeited | (207 | ) | $ | 23.5 | ||||||||
Expired | (117 | ) | $ | 22.69 | ||||||||
Outstanding at June 30, 2014 | 3,691 | $ | 17.72 | 4.5 | $ | 18,094 | ||||||
Expected to vest at June 30, 2014 | 1,743 | $ | 22.69 | 6.03 | $ | 896 | ||||||
Exercisable at June 30, 2014 | 1,907 | $ | 13.06 | 3.06 | $ | 17,172 | ||||||
Schedule of weighted -average assumptions used for estimating fair value of each stock option grant on the date of grant | ' | |||||||||||
Six months ended June 30, | ||||||||||||
2014 | 2013 | |||||||||||
Expected dividend yield | — | — | ||||||||||
Risk-free interest rate | 1.50% | 0.67% | ||||||||||
Expected volatility | 37.27% | 40.05% | ||||||||||
Expected life | 4.81 years | 4.47 years | ||||||||||
Summary of status of restricted stock units | ' | |||||||||||
A summary of the status of our restricted stock units and of changes in restricted stock units outstanding under the 2006 Stock Plan for the six months ended June 30, 2014 is as follows (in thousands, except for weighted average grant date fair value per unit): | ||||||||||||
Number | Weighted Average | Aggregate | ||||||||||
of | Grant Date Fair | Intrinsic | ||||||||||
Units | Value per Unit | Value | ||||||||||
Outstanding balance at December 31, 2013 | 636 | $ | 25.5 | $ | 14,429 | |||||||
Granted | 247 | $ | 20.22 | |||||||||
Vesting of restricted stock units, net of shares withheld for taxes | (52 | ) | $ | 25.56 | ||||||||
Shares withheld for taxes | (25 | ) | $ | 25.56 | ||||||||
Forfeitures | (117 | ) | $ | 24.96 | ||||||||
Outstanding balance at June 30, 2014 | 689 | $ | 23.71 | $ | 14,057 | |||||||
Summary of status of restricted stock awards | ' | |||||||||||
A summary of the status of our restricted stock awards at June 30, 2014 and of changes in restricted stock awards outstanding under the 2006 Stock Plan for the six months ended June 30, 2014 is as follows (in thousands, except for weighted average grant date fair value): | ||||||||||||
Shares | Weighted Average | Aggregate | ||||||||||
Grant Date Fair | Intrinsic | |||||||||||
Value per Share | Value | |||||||||||
Outstanding balance at December 31, 2013 | 82 | $ | 10.42 | $ | 1,851 | |||||||
Granted | — | — | ||||||||||
Vesting of restricted stock awards | (54 | ) | $ | 10.42 | ||||||||
Shares withheld for payment of taxes upon vesting of restricted stock awards | (28 | ) | $ | 10.42 | ||||||||
Forfeitures | — | — | ||||||||||
Outstanding balance at June 30, 2014 | — | $ | — | |||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Basis of Presentation | ' | ' |
Estimated liability for appeals | $35,720 | $41,852 |
Allowance for doubtful accounts | ' | ' |
Balance, beginning of period | 916 | 830 |
Provision | -500 | -718 |
Recoveries | -17 | -42 |
Charge-offs | -167 | -590 |
Balance, end of period | 1,232 | 916 |
Estimated allowance for appeals and estimated liability for appeals | ' | ' |
Balance at the beginning of the period | 55,791 | 34,426 |
Provision | 12,166 | 41,076 |
Appeals found in Providers favor | -25,076 | -19,711 |
Balance at the end of the period | 42,881 | 55,791 |
Accounts receivable, allowance for appeals (in dollars) | $7,161 | $13,939 |
Basis_of_Presentation_Details_
Basis of Presentation (Details 2) (Contingent Consideration [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Contingent Consideration [Member] | ' |
Changes in level 3 instruments | ' |
Balance at the beginning of the period | $945 |
Payments on contingent consideration | -428 |
Change in fair value of contingent consideration | 11 |
Balance at the end of the period | $528 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Intangible assets | ' | ' | ' | ' | ' |
Intangible assets, gross | $138,367,000 | ' | $138,367,000 | ' | $140,587,000 |
Less accumulated amortization | -53,436,000 | ' | -53,436,000 | ' | -45,275,000 |
Intangible assets, net | 84,931,000 | ' | 84,931,000 | ' | 95,312,000 |
Amortization of intangibles | ' | ' | ' | ' | ' |
Remainder of 2014 | 10,351,000 | ' | 10,351,000 | ' | ' |
2014 | 20,270,000 | ' | 20,270,000 | ' | ' |
2015 | 19,934,000 | ' | 19,934,000 | ' | ' |
2016 | 16,613,000 | ' | 16,613,000 | ' | ' |
2017 | 15,992,000 | ' | 15,992,000 | ' | ' |
Thereafter | 1,771,000 | ' | 1,771,000 | ' | ' |
Amortization expense | 5,200,000 | 6,800,000 | 10,400,000 | 12,700,000 | ' |
Customer Relationships [Member] | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Intangible assets, gross | 102,755,000 | ' | 102,755,000 | ' | 102,755,000 |
Trade Names [Member] | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Intangible assets, gross | 17,312,000 | ' | 17,312,000 | ' | 19,532,000 |
Restrictive Covenant [Member] | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Intangible assets, gross | $18,300,000 | ' | $18,300,000 | ' | $18,300,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Taxes | ' | ' |
Effective income tax rate (as a percent) | 42.60% | 39.30% |
Excess tax benefit from exercise of stock options | $854,000 | $4,200,000 |
Net unrecognized tax benefits | 1,600,000 | 1,200,000 |
Unrecognized tax benefits with impact to the effective tax rate | 200,000 | 100,000 |
Accrued liabilities for interest expense and penalties related to unrecognized tax benefits | $1,200,000 | $900,000 |
Credit_Agreement_Details
Credit Agreement (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | 31-May-13 | Jun. 30, 2014 | 31-May-13 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | |
Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | Credit Agreement2011 [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | London Interbank Offered Rate L I B O R [Member] | Health Data Insights Inc [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||
Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | Minimum [Member] | Credit Agreement2011 [Member] | Credit Agreement2013 [Member] | Minimum [Member] | Maximum [Member] | London Interbank Offered Rate L I B O R [Member] | Federal Fund Rate [Member] | One Month London Interbank Offered Rate L I B O R [Member] | One Month London Interbank Offered Rate L I B O R [Member] | One Month London Interbank Offered Rate L I B O R [Member] | |||||||||||||
item | Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | Maximum [Member] | Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||||||
Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | Credit Agreement2013 [Member] | |||||||||||||||||||||||
Credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of revolving credit facility | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal borrowing capacity | ' | ' | ' | ' | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' |
Number of incremental term loan facilities that may be added | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of incremental credit facilities under specified circumstances | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional amount of incremental credit facilities under specified circumstances | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio before reduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum consolidated leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction period of maximum consolidated leverage ratio | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest coverage ratio | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | 0.50% | ' | 0.50% | 1.25% |
Rate added to reference rate and interest margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' |
Unused commitment fee on the revolving credit facility of the credit agreement (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | 0.50% | ' | ' | ' | ' | ' |
Outstanding principal repaid | ' | ' | ' | 8,750,000 | ' | ' | ' | 323,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unpaid interest paid | ' | ' | 2,538,000 | 4,308,000 | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan origination fees | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 2,294,000 | 2,164,000 | 4,955,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 376,000 | 177,000 | 704,000 | 293,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized balance of deferred origination fees and debt issue costs | 8,000,000 | ' | 8,000,000 | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of financing cost | $500,000 | $1,500,000 | $1,000,000 | $2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective annualized interest rate of debt (as a percent) | 2.00% | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Reconciliation of basic to diluted weighted average shares outstanding | ' | ' | ' | ' |
Net income | $6,038 | $10,420 | $9,391 | $17,396 |
Net weighted average common shares outstanding, basic (in shares) | 87,691,000 | 87,674,000 | 87,564,000 | 87,408,000 |
Dilutive effect of stock options (in shares) | 230,000 | 1,200,000 | 301,000 | 1,336,000 |
Dilutive effect of restricted stock awards and units (in shares) | 171,000 | 149,000 | 168,000 | 175,000 |
Weighted average common shares outstanding, diluted (in shares) | 88,092,000 | 89,023,000 | 88,033,000 | 88,919,000 |
Basic income per common share: | ' | ' | ' | ' |
Income per common share - Basic | $0.07 | $0.12 | $0.11 | $0.20 |
Diluted income per share: | ' | ' | ' | ' |
Income per common share - Diluted | $0.07 | $0.12 | $0.11 | $0.20 |
Employee And Directors Stock Options [Member] | ' | ' | ' | ' |
Anti-dilutive securities | ' | ' | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share calculations (in shares) | 2,562,229 | 1,413,369 | 2,443,375 | 1,375,346 |
Restricted Stock Units R S U [Member] | ' | ' | ' | ' |
Anti-dilutive securities | ' | ' | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share calculations (in shares) | 189,278 | 9,085 | 52,171 | 102,847 |
Earnings_per_Share_Details_2
Earnings per Share (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Computation of basic and diluted earnings per share | ' | ' | ' | ' |
Net income | $6,038 | $10,420 | $9,391 | $17,396 |
Net weighted average common shares outstanding, basic (in shares) | 87,691,000 | 87,674,000 | 87,564,000 | 87,408,000 |
Weighted average common shares outstanding, diluted (in shares) | 88,092,000 | 89,023,000 | 88,033,000 | 88,919,000 |
Income per common share - Basic (in dollars per share) | $0.07 | $0.12 | $0.11 | $0.20 |
Income per common share - Diluted (in dollars per share) | $0.07 | $0.12 | $0.11 | $0.20 |
Employee And Directors Stock Options [Member] | ' | ' | ' | ' |
Anti-dilutive securities | ' | ' | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share calculations (in shares) | 2,562,229 | 1,413,369 | 2,443,375 | 1,375,346 |
Restricted Stock Units R S U [Member] | ' | ' | ' | ' |
Anti-dilutive securities | ' | ' | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share calculations (in shares) | 189,278 | 9,085 | 52,171 | 102,847 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Stock-based compensation | ' | ' | ' | ' | ' |
Stock-based compensation expense recognized related to stock compensation plans | $3,300,000 | $3,100,000 | $6,200,000 | $6,100,000 | ' |
Excess tax benefit from stock-based compensation | ' | ' | 854,000 | 4,244,000 | ' |
Income tax expense (benefit) | 4,593,000 | 6,692,000 | 6,982,000 | 11,276,000 | ' |
Assumptions used to determine fair value of options granted | ' | ' | ' | ' | ' |
Weighted-average grant-date fair value per share of the stock options granted | ' | ' | $5.92 | $9.71 | ' |
Additional disclosures | ' | ' | ' | ' | ' |
Proceeds from exercise of stock options | ' | ' | 3,076,000 | 6,309,000 | ' |
Tax benefit from exercise of stock options | ' | ' | 854,000 | 4,200,000 | ' |
Employee Stock Option [Member] | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' |
Stock-based compensation expense recognized related to stock compensation plans | 1,800,000 | 1,800,000 | 3,600,000 | 3,700,000 | ' |
Stock option activity | ' | ' | ' | ' | ' |
Options outstanding at the beginning of the period (in shares) | ' | ' | 4,273,000 | ' | ' |
Granted (in shares) | ' | ' | 58,000 | ' | ' |
Exercised (in shares) | -100,000 | -200,000 | -316,000 | -700,000 | ' |
Forfeitures (in shares) | ' | ' | -207,000 | ' | ' |
Expired (in shares) | ' | ' | -117,000 | ' | ' |
Options outstanding at the end of the period (in shares) | 3,691,000 | ' | 3,691,000 | ' | ' |
Options expected to vest at the end of the period (in shares) | 1,743,000 | ' | 1,743,000 | ' | ' |
Options exercisable at the end of the period (in shares) | 1,907,000 | ' | 1,907,000 | ' | ' |
Stock options, Weighted Average Exercise Price | ' | ' | ' | ' | ' |
Options outstanding at the beginning of the period (in dollars per share) | ' | ' | $17.53 | ' | ' |
Granted (in dollars per share) | ' | ' | $19.96 | ' | ' |
Exercised (in dollars per share) | ' | ' | $9.90 | ' | ' |
Forfeitures (in dollars per share) | ' | ' | $23.50 | ' | ' |
Expired (in dollars per shares) | ' | ' | $22.69 | ' | ' |
Options outstanding at the end of the period (in dollars per share) | $17.72 | ' | $17.72 | ' | ' |
Options expected to vest at the end of the period (in dollars per share) | $22.69 | ' | $22.69 | ' | ' |
Options exercisable at the end of the period (in dollars per share) | $13.06 | ' | $13.06 | ' | ' |
Stock options, Weighted Average Remaining Contractual Terms | ' | ' | ' | ' | ' |
Options outstanding at the end of the period | '4 years 6 months | ' | ' | ' | ' |
Options expected to vest at the end of the period | '6 years 11 days | ' | ' | ' | ' |
Options exercisable at the end of the period | '3 years 22 days | ' | ' | ' | ' |
Stock options, Aggregate Intrinsic Value | ' | ' | ' | ' | ' |
Options outstanding at the end of the period | 18,094,000 | ' | 18,094,000 | ' | ' |
Options expected to vest at the end of the period | 896,000 | ' | 896,000 | ' | ' |
Options exercisable at the end of the period | 17,172,000 | ' | 17,172,000 | ' | ' |
Assumptions used to determine fair value of options granted | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | 1.50% | 0.67% | ' |
Expected volatility (as a percent) | ' | ' | 37.27% | 40.05% | ' |
Expected life | ' | ' | '4 years 9 months 22 days | '4 years 5 months 19 days | ' |
Additional disclosures | ' | ' | ' | ' | ' |
Proceeds from exercise of stock options | 600,000 | 900,000 | 3,100,000 | 6,300,000 | ' |
Tax benefit from exercise of stock options | ' | 1,200,000 | 900,000 | 4,200,000 | ' |
Unrecognized stock-based compensation | 11,100,000 | ' | 11,100,000 | ' | ' |
Weighted-average period over which compensation will be recognized | ' | ' | '1 year 3 months 18 days | ' | ' |
Total intrinsic value of options exercised | 400,000 | 4,000,000 | 3,300,000 | 13,900,000 | ' |
Restricted Stock Units R S U [Member] | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' |
Stock-based compensation expense recognized related to stock compensation plans | 1,500,000 | 1,200,000 | 2,500,000 | 2,100,000 | ' |
Stock options, Aggregate Intrinsic Value | ' | ' | ' | ' | ' |
Options outstanding at the end of the period | ' | ' | ' | ' | 14,429,000 |
Additional disclosures | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation | 11,400,000 | ' | 11,400,000 | ' | ' |
Weighted-average period over which compensation will be recognized | ' | ' | '1 year 8 months 12 days | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' |
Stock-based compensation expense recognized related to stock compensation plans | $100,000 | ' | $100,000 | ' | ' |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Restricted Stock Units R S U [Member] | Restricted Stock Units R S U [Member] | Restricted Stock Units R S U [Member] | Restricted Stock Units R S U [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||||
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted, aggregate fair market value | ' | ' | ' | ' | $100,000 | ' | $5,000,000 | ' | ' | ' | ' |
Outstanding equity instruments other than option | ' | ' | ' | ' | 611,023 | ' | 611,023 | ' | ' | ' | ' |
Recognized stock-based compensation expense | 3,300,000 | 3,100,000 | 6,200,000 | 6,100,000 | 1,500,000 | 1,200,000 | 2,500,000 | 2,100,000 | 100,000 | 100,000 | ' |
Unrecognized stock-based compensation | ' | ' | ' | ' | 11,400,000 | ' | 11,400,000 | ' | ' | ' | ' |
Weighted-average period over which compensation will be recognized | ' | ' | ' | ' | ' | ' | '1 year 8 months 12 days | ' | ' | ' | ' |
Restricted stock units and restricted stock awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning balance (in units or shares) | ' | ' | ' | ' | ' | ' | 636,000 | ' | ' | 82,000 | ' |
Granted (in shares) | ' | ' | ' | ' | 4,880 | ' | 246,764 | ' | ' | ' | ' |
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | ' | ' | ' | ' | ' | ' | -52,000 | ' | ' | -54,000 | ' |
Shares withheld for payment of taxes upon vesting of restricted stock awards | ' | ' | ' | ' | ' | ' | -25,000 | ' | ' | -28,000 | ' |
Forfeitures (in shares) | ' | ' | ' | ' | ' | ' | -117,000 | ' | ' | ' | ' |
Outstanding, ending balance (in units or shares) | ' | ' | ' | ' | 689,000 | ' | 689,000 | ' | ' | ' | ' |
Restricted stock units and restricted stock awards, Weighted Average Grant Date Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning balance (in dollars per unit or share) | ' | ' | ' | ' | ' | ' | $25.50 | ' | ' | $10.42 | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | $20.22 | ' | ' | ' | ' |
Vesting of restricted stock units, net of shares withheld for taxes (in dollars per unit or share) | ' | ' | ' | ' | ' | ' | $25.56 | ' | ' | $10.42 | ' |
Shares withheld for taxes (in dollars per share) | ' | ' | ' | ' | ' | ' | $25.56 | ' | ' | $10.42 | ' |
Forfeitures (in dollars per unit or share) | ' | ' | ' | ' | ' | ' | $24.96 | ' | ' | ' | ' |
Outstanding, ending balance (in dollars per unit or share) | ' | ' | ' | ' | $23.71 | ' | $23.71 | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding balance, aggregate intrinsic value | ' | ' | ' | ' | 14,057,000 | ' | 14,057,000 | ' | ' | ' | 1,851,000 |
Fair value of shares vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | $900,000 | ' |
Commitment_and_Contingencies_D
Commitment and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 6 Months Ended | |||
Apr. 02, 2014 | Feb. 27, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | Feb. 27, 2014 | Jan. 09, 2014 | Jul. 28, 2014 | Jun. 30, 2014 | |
area | Subsidiaries [Member] | Subsidiaries [Member] | Minimum [Member] | |||||
period | Subsequent Event [Member] | Subsidiaries [Member] | ||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency damages Sought, Value | ' | ' | ' | ' | ' | ' | ' | $7,000,000 |
Loss contingency damages awarded, value | ' | ' | ' | ' | ' | 1,380,000 | ' | ' |
Motion filed to recover attorney fees and costs | ' | ' | ' | ' | ' | ' | 2,300,000 | ' |
Lease term | ' | ' | '121 months | ' | ' | ' | ' | ' |
Lease square footage | ' | ' | ' | ' | 63,922 | ' | ' | ' |
Lease term, number of extension periods | ' | ' | ' | ' | 2 | ' | ' | ' |
Lease term, extension period length | ' | ' | '5 years | ' | ' | ' | ' | ' |
Lease term extension base rent percent | ' | ' | ' | ' | 95.00% | ' | ' | ' |
Lease termination notice, period | ' | '9 months | ' | ' | ' | ' | ' | ' |
Total fair value initial lease term | ' | ' | ' | ' | 16,100,000 | ' | ' | ' |
Fair value of tenant improvement allowance | ' | ' | ' | ' | 4,000,000 | ' | ' | ' |
Base rent and direct expense abatement period | ' | '13 months | ' | ' | ' | ' | ' | ' |
Surety bond to guarantee payment on tenant improvements | 6,100,000 | ' | ' | ' | ' | ' | ' | ' |
Surety bond underwriting fees | ' | ' | ' | 66,562 | ' | ' | ' | ' |
Irrevocable letter of credit or Letter of Credit outstanding | ' | ' | ' | $4,600,000 | ' | ' | ' | ' |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Taxes | ' | ' |
Excess tax benefit from exercise of stock options | $854,000 | $4,200,000 |
Net unrecognized tax benefits | 1,600,000 | 1,200,000 |
Accrued liabilities for interest expense and penalties related to unrecognized tax benefits | $1,200,000 | $900,000 |
Quarterly_Financial_Data_unaud
Quarterly Financial Data (unaudited) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Quarterly Financial Data (unaudited) | ' | ' | ' | ' |
Revenue | $112,561 | $125,809 | $217,268 | $242,416 |
Operating income | 12,558 | 20,366 | 20,355 | 35,634 |
Net income and comprehensive income | $6,038 | $10,420 | $9,391 | $17,396 |
Income per common share - Basic (in dollars per share) | $0.07 | $0.12 | $0.11 | $0.20 |
Income per common share - Diluted (in dollars per share) | $0.07 | $0.12 | $0.11 | $0.20 |
SCHEDULE_IIVALUATION_AND_QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | ' | ' |
Estimated allowance for appeals | $35,720 | $41,852 |