COVER PAGE
COVER PAGE - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 17, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 000-50194 | ||
Entity Registrant Name | HMS HOLDINGS CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5615 High Point Drive | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
Entity Tax Identification Number | 11-3656261 | ||
Entity Address, Postal Zip Code | 75038 | ||
City Area Code | 214 | ||
Local Phone Number | 453-3000 | ||
Title of 12(b) Security | Common Stock $0.01 par value | ||
Trading Symbol | HMSY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2 | ||
Common Stock, Shares Outstanding (in shares) | 88,105,722 | ||
Documents Incorporated by Reference | Unless provided in an amendment to this Annual Report on Form 10-K, the information required by Part III is incorporated by reference to the registrant’s 2020 definitive proxy statement, to the extent stated herein. Such proxy statement or amendment will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2019. | ||
Entity Central Index Key | 0001196501 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 139,268 | $ 178,946 |
Accounts receivable, net | 223,443 | 206,772 |
Prepaid expenses and other current assets | 30,925 | 20,210 |
Income tax receivable | 3,210 | 18,817 |
Deferred financing costs, net | 564 | 564 |
Total current assets | 397,410 | 425,309 |
Property and equipment, net | 86,947 | 94,435 |
Goodwill | 599,351 | 487,617 |
Intangible assets, net | 131,849 | 67,140 |
Operating lease right-of-use assets | 17,493 | |
Deferred financing costs, net | 1,109 | 1,673 |
Other assets | 10,117 | 2,344 |
Total assets | 1,244,276 | 1,078,518 |
Current liabilities: | ||
Accounts payable, accrued expenses and other liabilities | 97,747 | 74,902 |
Liability for appeals | 3,570 | 21,723 |
Total current liabilities | 101,317 | 96,625 |
Long-term liabilities: | ||
Revolving credit facility | 240,000 | 240,000 |
Operating lease liabilities | 14,881 | 0 |
Net deferred tax liabilities | 25,587 | 18,485 |
Other liabilities | 7,626 | 10,012 |
Total long-term liabilities | 288,094 | 268,497 |
Total liabilities | 389,411 | 365,122 |
Commitments and contingencies | ||
Equity [Abstract] | ||
Preferred stock -- $0.01 par value; 5,000,000 shares authorized; none issued | 0 | 0 |
Common stock -- $0.01 par value; 175,000,000 shares authorized; 101,766,468 shares issued and 88,103,566 shares outstanding at December 31,2019; 98,924,501 shares issued and 85,261,664 shares outstanding at December 31, 2018 | 1,018 | 989 |
Capital in excess of par value | 479,964 | 425,748 |
Retained earnings | 509,459 | 422,235 |
Treasury stock, at cost: 13,663,194 shares at December 31, 2019 and 13,663,194 shares at December 31, 2018 | (135,576) | (135,576) |
Total shareholders' equity | 854,865 | 713,396 |
Total liabilities and shareholders' equity | $ 1,244,276 | $ 1,078,518 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares issued (in shares) | 101,766,468 | 98,924,501 |
Common stock, shares outstanding (in shares) | 88,103,566 | 85,261,664 |
Treasury cost, shares (in shares) | 13,663,194 | 13,663,194 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue | $ 626,395 | $ 598,290 | $ 521,212 |
Cost of services: | |||
Compensation | 231,321 | 224,893 | 202,049 |
Direct project and other operating expenses | 90,069 | 74,346 | 69,772 |
Information technology | 53,950 | 53,428 | 45,723 |
Occupancy | 16,375 | ||
Occupancy | 15,968 | 17,190 | |
Amortization of acquisition related software and intangible assets | 16,999 | 32,975 | 30,393 |
Total cost of services | 408,714 | 401,610 | 365,127 |
Selling, general and administrative expenses | 114,665 | 113,442 | 105,654 |
Settlement expense | 0 | 20,000 | 0 |
Total operating expenses | 523,379 | 535,052 | 470,781 |
Operating income | 103,016 | 63,238 | 50,431 |
Interest Expense | (11,013) | (11,310) | (10,871) |
Interest income | 4,148 | 1,089 | 295 |
Other income | 8,211 | 0 | 0 |
Income before income taxes | 104,362 | 53,017 | 39,855 |
Income taxes | 17,138 | (1,972) | (199) |
Net income | $ 87,224 | $ 54,989 | $ 40,054 |
Basic income per common share: | |||
Net income per common share - basic (in dollars per share) | $ 1 | $ 0.66 | $ 0.48 |
Diluted income per common share: | |||
Net income per common share -- diluted (in dollars per share) | $ 0.98 | $ 0.64 | $ 0.47 |
Weighted average shares: | |||
Basic (in shares) | 87,222 | 83,625 | 83,821 |
Diluted (in shares) | 89,317 | 86,144 | 85,088 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock and paid-in capital | Retained earnings | Treasury stock | Shares issued |
Beginning balance at Dec. 31, 2016 | $ 345,984 | $ 326,110 | $ (115,484) | ||
Beginning balance (in shares) at Dec. 31, 2016 | 12,414,078 | 95,966,852 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options | 2,720 | ||||
Exercise of stock options (in shares) | 172,326 | 172,326 | |||
Stock-based compensation expense | 24,143 | ||||
Vesting of restricted stock units, net of shards withheld for | (3,161) | ||||
Vesting of restricted stock awards and units, net of shares withheld for employee tax (in shares) | 397,073 | ||||
Net income | $ 40,054 | 40,054 | |||
Purchase of treasury stock | $ (14,137) | ||||
Purchase of treasury stock (in shares) | 865,315 | ||||
Ending balance at Dec. 31, 2017 | $ 606,229 | 369,686 | 366,164 | $ (129,621) | |
Ending balance (in shares) at Dec. 31, 2017 | 13,279,393 | 96,536,251 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options | 38,362 | ||||
Exercise of stock options (in shares) | 2,017,442 | 2,017,442 | |||
Stock-based compensation expense | 21,507 | ||||
Vesting of restricted stock units, net of shards withheld for | (2,818) | ||||
Vesting of restricted stock awards and units, net of shares withheld for employee tax (in shares) | 370,808 | ||||
Net income | $ 54,989 | 54,989 | |||
Purchase of treasury stock | $ (5,955) | ||||
Purchase of treasury stock (in shares) | 383,801 | ||||
Ending balance at Dec. 31, 2018 | $ 713,396 | 426,737 | 422,235 | $ (135,576) | |
Ending balance (in shares) at Dec. 31, 2018 | 13,663,194 | 98,924,501 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options | 39,332 | ||||
Exercise of stock options (in shares) | 2,435,648 | 2,435,648 | |||
Stock-based compensation expense | 21,901 | ||||
Vesting of restricted stock units, net of shards withheld for | (6,988) | ||||
Vesting of restricted stock awards and units, net of shares withheld for employee tax (in shares) | 406,319 | ||||
Net income | $ 87,224 | 87,224 | |||
Ending balance at Dec. 31, 2019 | $ 854,865 | $ 480,982 | $ 509,459 | ||
Ending balance (in shares) at Dec. 31, 2019 | 13,663,194 | 101,766,468 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | |||
Net income | $ 87,224 | $ 54,989 | $ 40,054 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of property, equipment and software | 33,293 | 33,254 | 27,724 |
Amortization of intangible assets | 9,691 | 24,342 | 22,555 |
Amortization of deferred financing costs | 564 | 564 | 2,258 |
Gain on sale of cost basis investment | (7,697) | 0 | 0 |
Stock-based compensation expense | 21,901 | 21,507 | 24,143 |
Deferred income taxes | 7,290 | (3,504) | (20,409) |
Noncash lease expense | 4,133 | 0 | 0 |
Change in fair value of contingent consideration | 0 | (35) | (2,865) |
Release of estimated liability for appeals, net | (10,478) | (8,436) | 0 |
Release of estimated liability for appeals, net | |||
Accounts receivable | (16,292) | (17,312) | (6,976) |
Prepaid expenses and other current assets | (10,487) | (2,785) | (1,298) |
Other assets | (2,173) | 245 | 124 |
Income taxes receivable / (payable) | 15,607 | (16,925) | 1,462 |
Accounts payable, accrued expenses and other liabilities | 4,744 | 11,181 | (340) |
Operating lease liabilities | (5,315) | 0 | 0 |
Liability for appeals | 1,227 | (628) | 32 |
Net cash provided by operating activities | 133,232 | 96,457 | 86,464 |
Investing activities: | |||
Acquisition of businesses, net of cash acquired | (185,790) | 0 | (171,321) |
Proceeds from sale of cost basis investment | 9,776 | 0 | 0 |
Investment in common stock | (7,421) | 0 | 0 |
Purchases of property and equipment | (8,276) | (11,264) | (17,318) |
Investment in capitalized software | (13,348) | (19,149) | (15,725) |
Net cash used in investing activities | (205,059) | (30,413) | (204,364) |
Financing activities: | |||
Proceeds from credit facility | 0 | 0 | 42,204 |
Payments for deferred financing costs | 0 | 0 | (2,269) |
Proceeds from exercise of stock options | 39,332 | 38,362 | 2,720 |
Payments of tax withholdings on behalf of employees for net-share settlements | (6,988) | (2,818) | (3,161) |
Payments on capital lease obligations | (195) | 0 | (143) |
Purchases of treasury stock | 0 | (5,955) | (14,137) |
Net cash provided by financing activities | 32,149 | 29,589 | 25,214 |
Net (decrease)/increase in cash and cash equivalents | (39,678) | 95,633 | (92,686) |
Cash and Cash Equivalents | |||
Cash and cash equivalents at beginning of year | 178,946 | 83,313 | 175,999 |
Cash and cash equivalents at end of period | 139,268 | 178,946 | 83,313 |
Supplemental disclosure of cash flow information: | |||
Cash (refunds received)/paid for income taxes, net of refunds | (5,298) | 22,225 | 17,995 |
Cash paid for interest | 10,457 | 10,326 | 9,944 |
Supplemental disclosure of non-cash activities: | |||
Change in balance of accrued property and equipment purchases | $ (1,303) | $ 1,305 | $ 51 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | Business and Summary of Significant Accounting Policies (a) Business The terms “HMS,” “Company,” “we,” “us,” and “our” refer to HMS Holdings Corp. and its consolidated subsidiaries unless the context clearly indicates otherwise. HMS is an industry-leading provider of cost containment and analytical solutions in the healthcare marketplace. Our mission is to make healthcare work better for everyone. We use data, technology and analytics to deliver coordination of benefits, payment integrity and population health management solutions that help healthcare organizations reduce costs, improve health outcomes and enhance consumer experiences. We provide a broad range of payment accuracy solutions to government and commercial healthcare payers, including coordination of benefit services to ensure that the right payer pays the claim, and payment integrity services to address improper payments and fraud, waste and abuse. Our population health management solutions include a portfolio of integrated risk analytics, consumer engagement and care management solutions that provide healthcare organizations with reliable intelligence insight into their population and member risks to predict, identify and avoid preventable high cost events over the healthcare continuum. Through our solutions, we help move the healthcare system forward by saving billions of dollars for our customers while helping consumers lead healthier lives. We currently operate as one business segment with a single management team that reports to the Chief Executive Officer. (b) Summary of Significant Accounting Policies For certain accounting topics, the description of the accounting policy may be found in the related Note. (i) Principles of Consolidation The consolidated financial statements include the Company’s accounts and transactions and those of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (ii) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (iii) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist of deposits that are readily convertible into cash. In connection with coordination of benefits and certain payment integrity services, lockboxes and their associated bank accounts are set up to support recoveries and remittances. Generally, these bank accounts are for the benefit of the Company’s customers. Customer cash held in Company bank accounts for the benefit of the customer was approximately $21.9 million as of December 31, 2019. This amount is included in cash and cash equivalents and other current liabilities on the accompanying consolidated balance sheet. (iv) Concentration of Credit Risk The Company’s policy is to limit credit exposure by placing cash in accounts which are exposed to minimal interest rate and credit risk. HMS maintains cash and cash equivalents in cash depository accounts with large financial institutions with a minimum credit rating of A1/P1 or better, as defined by Standard and Poor’s. The balance at these institutions generally exceeds the maximum balance insured by the Federal Deposit Insurance Corporation of up to $250,000 per entity. HMS has not experienced any losses in cash and cash equivalents and believes these cash and cash equivalents do not expose the Company to any significant credit risk. The Company is subject to potential credit risk related to changes in economic conditions within the healthcare market. However, HMS believes that the billing and collection policies are adequate to minimize the potential credit risk. The Company performs ongoing credit evaluations of customers and generally does not require collateral. (v) Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets utilizing the straight-line method. HMS amortizes leasehold improvements on a straight-line basis over the shorter of (i) the term of the lease or (ii) the estimated useful life of the improvement. Equipment leased under capital leases is depreciated over the shorter of (i) the term of the lease or (ii) the estimated useful life of the equipment. Capitalized software costs relate to software that is acquired or developed for internal use while in the application development stage. All other costs to develop software for internal use, either in the preliminary project stage or post-implementation stage, are expensed as incurred. Amortization of capitalized software is calculated on a straight-line basis over the expected economic life. Land is not depreciated. Estimated useful lives are as follows: Property and Equipment Useful Life Equipment 2 to 5 Leasehold improvements 5 to 10 Furniture and fixtures 5 Capitalized software 3 to 10 Building and building improvements up to 39 Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When indicators exist, recoverability of assets is measured by a comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized and charged to earnings is measured by the amount by which the carrying value of the asset group exceeds the fair value of the assets. The Company did not recognize any impairment charges related to property and equipment during the years ended December 31, 2019, 2018 or 2017. (vi) Intangible Assets The Company records assets acquired and liabilities assumed in a business combination based upon their acquisition date fair values. In most instances there is not a readily defined or listed market price for individual assets and liabilities acquired in connection with a business, including intangible assets. The Company determines fair value through various valuation techniques including discounted cash flow models, quoted market values, relief from royalty methodologies, multi-period and third party independent appraisals, as considered necessary. Significant assumptions used in those techniques include, but are not limited to, growth rates, discount rates, customer attrition rates, expected levels of revenues, earnings, cash flows and tax rates. The use of different valuation techniques and assumptions are highly subjective and inherently uncertain and, as a result, actual results may differ materially from estimates. All of the Company’s intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. Estimated useful lives are as follows: Intangible Assets Useful Life Customer relationships 7 to 15 Restrictive covenants 1 to 3 Trade names 1.5 to 7 Intellectual property 4 to 6 Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When indicators exist, recoverability of assets is measured by a comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized and charged to earnings is measured by the amount by which the carrying value of the asset group exceeds the fair value of the assets. The Company did not recognize any impairment charges related to intangible assets during the years ended December 31, 2019, 2018 or 2017. (vii) Goodwill Goodwill is the excess of acquisition costs over the fair values of assets and liabilities of acquired businesses. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. The Company assesses goodwill for impairment on an annual basis as of June 30th of each year or more frequently if an event occurs or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. Assessment of goodwill impairment is at the HMS Holdings Corp. entity level as the Company operates as a single reporting unit. The Company has the option to perform a qualitative assessment to determine if impairment is more likely than not to have occurred. When the qualitative assessment of goodwill impairment is performed, significant judgment is required in the assessment of qualitative factors including but not limited to an evaluation of macroeconomic conditions as they relate to our business, industry and market trends, as well as the overall future financial performance of our reporting units and future opportunities in the markets in which they operate. If the Company can support the conclusion that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount using the qualitative assessment, then the Company would not need to perform the two-step impairment test. If the Company cannot support such a conclusion, or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. The Company completed the annual impairment test as of June 30, 2019 using the qualitative assessment and determined no impairment existed. There were no impairment charges related to goodwill during the years ended December 31, 2019, 2018 or 2017. (viii) Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits for net operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. A valuation allowance is provided against deferred tax assets to the extent their realization is not more likely than not. Uncertain income tax positions are accounted for by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results. (ix) Expense Classifications HMS cost of services is presented in the categories set forth below. Each category within cost of services excludes expenses relating to selling, general and administrative ("SG&A") functions, which are presented separately as a component of total operating costs. A description of the primary expenses included in each category is as follows: Cost of Services: ▪ Compensation: Salary, fringe benefits, bonus and stock-based compensation. ▪ Information technology: Hardware, software and data communication costs. ▪ Occupancy: Rent, utilities, depreciation, office equipment and repair and maintenance costs. ▪ Direct project and other operating expenses: Variable costs incurred from third party providers that are directly associated with specific revenue generating projects and employee travel expenses, professional fees, temporary staffing, travel and entertainment, insurance and local and property tax costs. ▪ Amortization of acquisition related software and intangible assets: Amortization of the cost of acquisition related software and intangible assets. SG&A: ▪ Expenses related to general management, marketing and administrative activities. (x) Estimating Valuation Allowances and Accrued Liabilities The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reported period. In particular, management must make estimates of the probability of collecting accounts receivable. When evaluating the adequacy of the accounts receivable allowance, management reviews the accounts receivable based on an analysis of historical revenue adjustments, bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. As of December 31, 2019 and 2018, the accounts receivable balance was $223.4 million and $206.8 million, net of adjustments. Adjustments to the accounts receivable balance include revenue recognition related adjustments, such as customer discounts, and allowance for credit related losses. The allowance for credit related losses was not material to the financial statements as of December 31, 2019 and 2018. (xi) Stock-Based Compensation Long-Term Incentive Award Plans The Company grants stock options and restricted stock units to HMS employees and non-employee directors of the Company under the HMS Holdings Corp. 2019 Omnibus Incentive Plan (the “2019 Omnibus Plan”), as approved by the Company’s shareholders on May 22, 2019. The 2019 Omnibus Plan replaced and superseded the HMS Holdings Corp. 2016 Omnibus Incentive Plan. As of December 31, 2019, the number of securities remaining available for future issuance under equity compensation plans, excluding securities to be issued upon exercise of outstanding options and vesting of restricted stock units, was 9,289,094 shares. All of the Company’s employees as well as HMS non-employee directors are eligible to participate in the 2019 Omnibus Plan. Awards granted under the 2019 Omnibus Plan generally vest over one Stock-Based Compensation Expense The Company recognizes stock-based compensation expense equal to the grant date fair value of the award on a straight-line basis over the requisite service period. The fair value of each option grant with only service-based conditions is estimated using the Black-Scholes pricing model. The fair value of each option grant with market and service-based conditions is estimated using a Monte Carlo simulation model. The fair value of each restricted stock unit is calculated based on the closing sale price of the Company’s common stock on the grant date. The determination of the fair value of the options on the grant date using the Black-Scholes pricing model and/or the Monte Carlo simulation model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. Certain key variables include: the Company’s expected stock price volatility over the expected term of the awards; a risk-free interest rate; and any expected dividends. The Company estimates stock price volatility based on the historical volatility of the Company’s common stock and estimates the expected term of the awards based on the Company’s historical option exercises for similar types of stock option awards. The assumed risk-free interest rate is based on the yield on the measurement date of a zero-coupon U.S. Treasury bond with a maturity period equal to the option’s expected term. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore, uses an expected dividend yield of zero in the option valuation models. The fair value of all awards also includes an estimate of expected forfeitures. Forfeitures are estimated based on historical experience. If actual forfeitures vary from estimates, a difference in compensation expense will be recognized in the period the actual forfeitures occur. Upon the exercise of stock options or the vesting of restricted stock units, the resulting excess tax benefits or deficiencies, if any, are recognized as income tax expense or benefit. (xii) Fair Value of Financial Instruments 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 or determinable, the financial instrument is carried at cost and referred to as a cost method investment. The fair value hierarchy is 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. Financial instruments (principally cash and cash equivalents, equity securities, accounts receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The Company’s long-term credit facility is carried at cost, which approximates fair value due to the variable interest rate associated with the revolving credit facility. There were no sales, settlements, purchases, issuances and/or transfers related to level 3 instruments in 2019 or 2018. (xiii) Leases The Company determines if an arrangement is a lease at inception. Operating leases are reported on the Company’s consolidated balance sheet within Operating lease right-of-use ("ROU") assets, Operating lease liabilities and Accounts payable, accrued expenses and other liabilities. Finance leases are reported on the Company’s consolidated balance sheets within Other assets, Other liabilities and Accounts payable, accrued expenses and other liabilities. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at the lease’s commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For certain real estate and equipment leases, the Company has lease agreements with lease and non-lease components, which are generally accounted for as a single component. The Company primarily leases real estate, information technology equipment and data centers on terms that expire on various dates through 2026, some of which include options to extend the lease for up to 10 years. We evaluate whether to include the option period in the calculation of the ROU asset and lease liability on a lease-by-lease basis. As of December 31, 2019, all operating and finance leases that create significant rights and obligations for the Company have commenced. (xiv) Recent Accounting Guidance Recently Adopted Accounting Guidance In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”), which is the new comprehensive revenue recognition standard that supersedes all existing revenue recognition guidance under U.S. GAAP. The Company adopted ASU 2014-9 on January 1, 2018 using the modified retrospective method and the Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The financial information for comparative prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods. The effect of adopting ASU 2014-9 in 2018 as compared with the guidance that was in effect before the change is immaterial. The Company’s internal control framework did not materially change, but existing internal controls were modified due to certain changes to business processes and systems to support the new revenue recognition standard as necessary. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statements of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies where certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for annual reporting periods beginning after December 15, 2017, and for interim reporting periods within such annual periods. The Company adopted this guidance on January 1, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805) – Clarifying the Definition of a Business (“ASU 2017-1”). ASU 2017-1 finalizes previous proposals regarding shareholder concerns that the definition of a business is applied too broadly. The guidance assists entities with evaluating whether transactions should be accounted for as acquisitions of assets or of businesses. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this guidance on January 1, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-9, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, (“ASU 2017-9”). ASU 2017-9 requires entities to apply modification accounting to changes made to a share-based payment award. The new guidance specifies that entities will apply modification accounting to changes to a share-based payment award only if any of the following are not the same immediately before and after the change: 1) The award’s fair value (or calculated value or intrinsic value, if those measurement methods are used), 2) the award’s vesting conditions, and 3) the award’s classification as an equity or liability instrument. ASU 2017-9 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within such annual periods, with early adoption permitted. The Company adopted this guidance on January 1, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-4, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-4”). This amendment simplifies the manner in which an entity is required to test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The amendment simplifies this approach by having the entity (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company elected to early adopt the new guidance in the fourth quarter of fiscal year 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. On August 17, 2018, the SEC issued SEC Final Rule Release No. 33-10532, Disclosure Update and Simplification (“Final Rule”). The Final Rule amends certain disclosure requirements to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. The Final Rule was effective for public entities that are SEC filers on November 5, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires most lessees to recognize a majority of the company’s leases on the balance sheet, which increases reported assets and liabilities. ASU 2016-02 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018 including interim periods within such annual reporting periods with early adoption permitted. The Company adopted this guidance on January 1, 2019, utilizing the optional transition method approach with an effective date of January 1, 2019. Consequently, financial information prior to the effective date was not updated and the disclosures required under the new standard are not provided for dates and periods prior to the effective date. There were no cumulative effect adjustments to retained earnings as part of adoption. The Company elected the available practical expedients, including the practical expedient to not separate lease and non-lease components of its leases and the short-term lease practical expedient. The Company’s internal control framework did not materially change, but existing internal controls were modified due to certain changes to business processes and systems to support the new leasing standard as necessary. As the Company previously disclosed, the standard had a material impact on its consolidated balance sheets, the most significant impact being the recognition of approximately $21.3 million of ROU assets and $26.3 million of lease liabilities on the effective date, but there was no impact on its consolidated income statements. The Company continues to expect that any impact from its adoption of the new standard will be immaterial to its net income and its internal control framework for future periods. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting, (“ASU 2018-07”). ASU 2018-07 requires entities to apply similar accounting for share-based payment transactions with non-employees as with share-based payment transactions with employees. ASU 2018-07 is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2019. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 introduces the current expected credit losses methodology for estimating allowances for credit losses. ASU 2016-13 applies to all financial instruments carried at amortized cost and off-balance-sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credit, and financial guarantees. The new accounting standard does not apply to trading assets, loans held for sale, financial assets for which the fair value option has been elected, or loans and receivables between entities under common control. ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. This guidance is not expected to have a material impact on the Company’s financial position, results of operations or internal control framework. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively to eligible costs incurred on or after the date this guidance is first applied or retrospectively. This guidance is not expected to have a material impact on the Company’s financial position, results of operations or internal control framework. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) : Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements ("ASU 2018-13"). The objective of the ASU is to improve the disclosures related to fair value measurement by removing, modifying, or adding disclosure requirements related to recurring and non-recurring fair value measurements. ASU 2018-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. This guidance is not expected to have a material impact on the Company’s financial position, results of operations or internal control framework. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also s |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Revenue | Revenue The Company’s revenue disaggregated by service was as follows ( in thousands ): Years ended December 31, 2019 2018 Coordination of Benefits $ 404,123 $ 397,095 Payment Integrity 162,194 144,063 Population Health Management 60,078 57,132 Total $ 626,395 $ 598,290 Coordination of benefits revenue is derived from contracts with state governments and Medicaid managed care plans that typically span multiple years with the option to renew. Types of service contracts could include: (a) the identification of erroneously paid claims; (b) the delivery of verified commercial insurance coverage information; (c) the identification of paid claims where another third party is liable; and (d) the identification and enrollment of Medicaid members who have access to employer insurance. Most of these types of service contracts contain multiple promises, all of which are not distinct within the context of the contract. Therefore, the promises represent a single, distinct performance obligation for the types of services we offer. Revenue derived from these performance obligations is largely based on variable consideration where, based on the number of claims or amount of findings the Company identified, a contingent or fixed transaction price/recovery percentage is allocated to each distinct performance obligation. The Company utilizes the expected value method to estimate the variable consideration related to the transaction price for its service contracts. Key inputs and assumptions in determining variable consideration includes identified pricing and expected recoveries and/or savings. The expected recoveries and/or savings are based on historical experience of information received from our customers. Revenue is primarily recognized at a point in time when our customers realize economic benefits from our services when our services are completed. However, we have a limited number of fixed fee arrangements where revenue is recognized over time as performance obligations are satisfied within one Payment integrity services revenue is derived from contracts with federal and state governments, commercial health plans and other at-risk entities that can span multiple years with the option to renew. Types of service contracts could include: (a) services designed to ensure that healthcare payments are accurate and appropriate; and (b) the identification of over/(under)payments or inaccurate charges based on a review of medical records. Most of these types of service contracts contain multiple promises, all of which are not distinct within the context of the contract. Therefore, the promises represent a single, distinct performance obligation for the types of services we offer. Revenue derived from these performance obligations is largely based on variable consideration where, based on the number of claims or amount of findings the Company identified, a contingent or fixed transaction price/recovery percentage is allocated to each distinct performance obligation. The Company utilizes the expected value method to estimate the variable consideration related to the transaction price for its service contracts. Key inputs and assumptions in determining variable consideration includes identified pricing and expected recoveries and/or savings. The expected recoveries and/or savings are based on historical experience of information received from our customers. Revenue is primarily recognized at a point in time when our customers realize economic benefits from our services when our services are completed. However, we have a limited number of fixed fee arrangements where revenue is recognized over time as performance obligations are satisfied within one Population health management revenue is derived from contracts with health plans and other risk-bearing entities that can span several years with the option to renew. Types of service contracts could include: (a) programs designed to improve member engagement; and (b) outreach services designed to improve clinical outcomes. Most of these types of service contracts contain multiple promises, all of which are not distinct within the context of the contract. Therefore, the promises represent a single, distinct performance obligation for the types of services we offer. Revenue derived from these services is largely based on consideration associated with prices per order/transfer and PMPM/PMPY fees. The Company believes the output method is a reasonable measure of progress for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (1) our performance toward complete satisfaction of the performance obligation under the contract and (2) the value transferred to the customer of the services performed under the contract. The Company has elected the right to invoice practical expedient for recognition of revenue related to its performance obligations when the amount we have the right to invoice the customer corresponds directly with the value to the customer. Additionally, certain population health management contracts have distinct performance obligations related to software license and implementation fees which have historically been recognized as revenue ratably over the life of the contract. Lastly, we have a limited number of fixed fee arrangements where revenue is recognized over time as performance obligations are satisfied within one to three years. Upon adoption of ASC 606 in 2018, revenue for software licenses is recognized at the beginning of the license period when control is transferred as the license is installed and revenue for implementation fees is recognized when control is transferred over time as the implementation is being performed. As the performance obligation is deemed to have been satisfied and control transferred to our customers for software licenses and implementation fees on or before December 31, 2017, the Company recorded a decrease to deferred revenue and an increase to opening retained earnings of $1.1 million, net of tax, as of January 1, 2018 for the cumulative impact of adopting ASC 606. Generally, population health management contract payment terms are stated within the contract and are due within an explicitly stated time period (e.g., 30, 45, 60 days) from the date of invoice. A portion of the payment received may relate to future performance obligations and will result in an increase to deferred revenue until the obligation has been met. The Company’s revenue disaggregated by market is as follows ( in thousands ): Years ended December 31, 2019 2018 Commercial $ 302,489 $ 323,150 State 257,685 233,921 Federal 66,221 41,219 Total $ 626,395 $ 598,290 A portion of the Company’s services are deferred and revenue is recognized at a later time. Deferred revenue was approximately $5.6 million as of December 31, 2018; $1.1 million, net of tax, was recorded as a decrease to deferred revenue as of January 1, 2018 as discussed above; and $5.3 million of this amount was recognized as revenue during the year ended December 31, 2018. Approximately $5.6 million of the December 31, 2018 deferred revenue balance was recognized as revenue during the year ended December 31, 2019. Deferred revenue was approximately $4.2 million as of December 31, 2019. Deferred revenue is included in Accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets. Contract modifications are routine in nature and often done to account for changes in the contract specifications or requirements. In most instances, contract modifications are for services that are not distinct, and, therefore, modifications are accounted for as part of the existing contract. The Company has elected to use the practical expedient to expense the incremental costs of obtaining a contract if the amortization period of the asset that the Company would have otherwise recognized is one year or less. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions (a) Accent On December 23, 2019, HMS acquired West Claims Recovery Services, LLC (“Accent”), a payment accuracy and cost containment business, for aggregate consideration of cash in the amount of $158.6 million, which was funded through cash on hand. The purchase price is subject to certain post-closing purchase price adjustments and the initial purchase price allocation as of the date of acquisition was based on a preliminary valuation. Estimates and assumptions for which the Company is still obtaining or evaluating information are subject to change up to one year from the acquisition date as additional information becomes available and adjustments may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined. The intangible assets are valued using various methods which require several judgments, including growth rates, discount rates, customer attrition rates, and expected levels of revenues, earnings, cash flows and tax rates. The intangible assets are amortized over their estimated useful lives on a straight-line basis. Goodwill was determined based on the difference between the purchase price and the fair values of the tangible and intangible assets acquired. Goodwill recognized from the acquisition was the result of synergies to be realized from future revenue growth. Goodwill is deductible for tax purposes, has an indefinite useful life and will be included in the Company’s annual impairment testing or between annual tests if an indicator of impairment exists. The preliminary allocation of the purchase price to the fair value of the assets acquired and the liabilities assumed as of December 23, 2019, the effective date of the acquisition, was as follows ( in thousands ): Cash and cash equivalents $ 9,400 Accounts receivable 9,188 Prepaid expenses 129 Property and equipment 2,878 Intangible assets 68,400 Goodwill 81,545 Other assets 489 Accounts payable and accrued liabilities (13,395) Total purchase price $ 158,634 The purchase price allocated to the intangible assets acquired was as follows ( in thousands ): Useful Life Customer relationships 12 $ 67,000 Trade name 3 1,400 Fair value of intangibles acquired $ 68,400 We incurred $2.1 million of acquisition related costs related to the Accent acquisition for the year ended December 31, 2019. The costs include consulting, legal and transaction costs, and have been recorded in selling, general and administrative expenses. The financial results of Accent's operations since December 23, 2019 have been included in the Company’s consolidated financial statements and are not considered material for the year ended December 31, 2019. The following table reflects the pro forma operating results for the Company which gives effect to the acquisition of Accent as if it had occurred on January 1, 2018. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and Accent adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the acquisition of Accent. Years ended December 31, 2019 2018 (pro forma, in thousands) (unaudited) Revenue $ 675,259 $ 650,203 Net income $ 92,845 $ 60,011 Pro forma net income for the years ended December 31, 2019 and 2018 reflects adjustments primarily related to depreciation and amortization. (b) VitreosHealth On September 16, 2019, HMS acquired VitreosHealth, Inc. ("VitreosHealth"), a company that offers predictive and prescriptive health insights utilized by population risk models, for aggregate consideration of $36.6 million, which was funded with cash on hand. The purchase price was subject to certain post-closing purchase price adjustments and the initial purchase price allocation as of the date of acquisition was based on a preliminary valuation. The Company's allocation of consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed in the acquisition is based on estimated fair values as of September 16, 2019. The Company allocated the purchase price, net of cash acquired, to the following significant assets: intellectual property subject to amortization of $6.0 million, and goodwill of $30.2 million which represents the excess purchase price over the net identifiable tangible and intangible assets. There were no additional material allocations to assets and liabilities. The intangible assets are valued using various methods which require several judgments, including growth rates, discount rates, expected levels of revenues, earnings, cash flows and tax rates. The intangible assets are amortized over their estimated useful lives on a straight-line basis and are not expected to be deductible for tax purposes. The goodwill recognized from the acquisition was a result of expected synergies to be realized from future revenue growth, is not expected to be deductible for tax purposes, has an indefinite useful life and will be included in the Company’s annual impairment testing. Pro forma historical results of operations related to this business acquisition for the year ended December 31, 2018, or interim periods thereafter, and for the year ended December 31, 2019, have not been presented and are not considered material. The results of VitreosHealth's operations since September 16, 2019 have been included in the Company's consolidated financial statements and are not considered material. (c) Eliza Holding Corp. On April 17, 2017, the Company completed the acquisition of 100% of the outstanding capital stock of Eliza Holding Corp ("Eliza"), for a purchase price of $171.6 million funded with available liquidity of approximately 75% cash on hand and 25% from the Company’s existing credit line. We incurred acquisition related costs of $4.5 million related to the Eliza acquisition for the year ended December 31, 2017. The costs include consulting, legal and transaction costs, and have been recorded in selling, general and administrative expenses. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following ( in thousands ): December 31, 2019 2018 Equipment $ 90,347 $ 95,350 Leasehold improvements 8,042 7,547 Building 9,674 8,624 Building improvements 16,305 14,825 Land 2,949 2,769 Furniture and fixtures 8,685 9,404 Capitalized software 134,864 131,819 270,866 270,338 Less: accumulated depreciation and amortization (183,919) (175,903) Property and equipment, net $ 86,947 $ 94,435 Years ended December 31, 2019 2018 2017 Depreciation and amortization expense related to property and equipment $ 33,293 $ 33,254 $ 27,515 |
Intangible Assets, Goodwill and
Intangible Assets, Goodwill and Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Goodwill and Other Assets | Intangible Assets, Goodwill and Other Assets (a) Intangible Assets Intangible assets consisted of the following ( amounts in thousands ): Gross Carrying Amount Accumulated Net Carrying Amount Weighted Average December 31, 2019 Customer relationships $ 135,290 $ (21,637) $ 113,653 12.1 Trade names 1,536 (147) 1,389 3.0 Intellectual property 27,700 (10,893) 16,807 3.7 Total $ 164,526 $ (32,677) $ 131,849 Gross Carrying Amount Accumulated Net Carrying Amount Weighted Average December 31, 2018 Customer relationships $ 156,790 $ (104,740) $ 52,050 12.8 Trade names 16,246 (16,215) 31 0.7 Intellectual property 21,700 (6,670) 15,030 4.1 Restrictive covenants 263 (234) 29 0.7 Total $ 194,999 $ (127,859) $ 67,140 Amortization expense of intangible assets is expected to approximate the following ( in thousands ): Year ending December 31, Amortization 2020 $ 14,914 2021 14,447 2022 14,439 2023 11,605 2024 10,180 Thereafter 66,264 Total $ 131,849 For the years ended December 31, 2019, 2018 and 2017, amortization expense related to intangible assets was $9.7 million, $24.3 million, and $22.6 million, respectively. In addition, during the year ended December 31, 2019, some of the intangible assets became fully amortized. (b) Goodwill As a result of the Accent and VitreosHealth acquisitions, the changes in the carrying amount of goodwill were as follows ( in thousands ): Balance at December 31, 2018 $ 487,617 Vitreos acquisition 30,189 Accent acquisition 81,545 Balance at December 31, 2019 $ 599,351 (c) Other Assets In the third quarter of 2019, a third party acquired one hundred percent of the outstanding stock of InstaMed Holdings, Inc. ("InstaMed") including the Company's cost based investment in InstaMed of $2.1 million. As a result, the Company received proceeds of $9.8 million from the sale of the investment and recognized a $7.7 million gain in other income for the year ended December 31, 2019. In 2019, the Company made a investment of $7.4 million in ordinary shares of MedAdvisor Limited ("MedAdvisor")(ASX: MDR), a digital medication management company based in Australia. The equity securities are categorized as Level 1 within the fair value hierarchy as the ordinary shares are actively traded on the Australian Stock Exchange. For the year ended December 31, 2019, the fair value measurement in relation to this equity instrument was $7.9 million. There were no sales, settlements issuances or transfers related to this level 1 instrument in 2019 or 2018. The Company recorded net unrealized gains of $0.5 million for the year ended December 31, 2019. There were no realized or unrealized gains in 2018. These gains are reflected as a component of other income, in the accompanying Consolidated Statements of Income. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Liabilities | Accounts Payable, Accrued Expenses and Other Liabilities Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands) : December 31, December 31, Accounts payable, trade $ 12,246 $ 12,394 Accrued compensation and other 36,827 42,833 Accrued operating expenses 42,045 19,675 Current portion of lease liabilities 6,629 — Total accounts payable, accrued expenses and other liabilities $ 97,747 $ 74,902 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense is as follows (in thousands) : December 31, 2019 2018 2017 Current tax expense (benefit): Federal $ 6,167 $ 2,965 $ 17,008 State 3,678 (1,433) 3,201 Total current tax expense: 9,845 1,532 20,209 Deferred tax expense (benefit): Federal 6,219 (2,650) (19,425) State 1,074 (854) (983) Total deferred tax expense (benefit): 7,293 (3,504) (20,408) Total income tax expense (benefit) $ 17,138 $ (1,972) $ (199) A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the actual income tax expense is as follows (in thousands) : December 31, 2019 % 2018 % 2017 % Computed at federal statutory rate $ 21,916 21.0 $ 11,134 21.0 $ 13,949 35.0 State and local tax expense, net of federal benefit 3,625 3.4 2,367 4.5 2,226 5.6 Net permanent deduction and credit tax benefits from current year (1,166) (1.1) (1,143) (2.2) (1,513) (3.8) Net uncertain tax positions excluding current (937) (0.8) (3,756) (7.0) (373) (0.9) Subsidiary basis write off — — (3,423) (6.5) — — Equity compensation net tax windfall (8,634) (8.3) (2,890) (5.5) — — State tax apportionment changes — — (3,737) (7.0) — — Disallowed executive compensation 1,750 1.6 682 1.3 — — Tax Reform - revaluation of deferrals — — — — (15,130) (38.0) Acquisition adjustments — — (1,226) (2.3) (1,003) (2.5) Acquisition costs 245 0.3 — — 697 1.7 Other, net 339 0.3 20 — 948 2.4 Total income tax expense $ 17,138 16.4 $ (1,972) (3.7) $ (199) (0.5) The Company has current period foreign income tax expense and includes global intangible low-taxed income as current period income tax expense, both of which are not material to the overall financial statements. Deferred income taxes are recognized for the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities. The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities are as follows (in thousands) : December 31, 2019 2018 Deferred tax assets: Stock-based compensation $ 8,056 $ 9,545 Goodwill and intangible assets 5,516 5,874 Accounts receivable, net 4,442 3,537 Deferred rent — 696 Tenant improvements — 569 Liability for appeals 931 5,632 Net operating loss carry-forwards 2,644 1,527 Tax credit carry-forwards 1,815 4,076 Property and equipment 139 49 Accrued expenses and other 5,054 7,839 ROU Liability 5,799 — Total deferred tax assets 34,396 39,344 Deferred tax liabilities: Goodwill and intangible assets 42,894 43,400 Section 481(a) adjustment 2,551 5,073 Prepaid expenses 734 668 Capitalized software cost 9,068 8,688 ROU Asset 4,736 — Total deferred tax liabilities 59,983 57,829 Total net deferred tax liabilities $ 25,587 $ 18,485 Included in Other Liabilities on the Consolidated Balance Sheets, are the total amount of unrecognized tax benefits of approximately $4.2 million and $4.8 million as of December 31, 2019 and 2018, respectively, net of the federal benefit for state issues that, if recognized, would favorably affect the Company’s future effective tax rate. Also included in Other Liabilities on the Consolidated Balance Sheets are accrued liabilities for interest expense and penalties related to unrecognized tax benefits of $0.7 million and $0.7 million as of December 31, 2019 and 2018, respectively. HMS includes interest expense and penalties in the provision for income taxes in the Consolidated Statements of Income. The amount of interest expense, net of federal and state income tax benefits, and penalties in the Consolidated Statements of Income for the years ended December 31, 2019, 2018, and 2017 was $0.04 million, $0.1 million and $0.02 million, respectively. The Company believes it is reasonably possible the amount of unrecognized tax benefits may decrease by $1.7 million during 2020, due to the expiration of the statute of limitations in various jurisdictions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits are as follows (in thousands) : 2019 2018 Unrecognized tax benefits at January 1 $ 4,839 $ 8,234 Additions for tax positions taken during prior periods 543 399 Additions for tax positions taken during current period including amended prior years 409 360 Reductions relating to settlements with taxing authorities — (2,227) Reductions related to the expiration of statutes of limitations (1,542) (1,927) Unrecognized tax benefits at December 31 $ 4,249 $ 4,839 The Company increased the provision for unrecognized tax benefits by $0.4 million during the year ended December 31, 2019, related to tax benefits recognized for current period U.S. Research and Experimentation Tax Credits pursuant to IRC Section 41. At December 31, 2019, HMS had federal and state pre-tax net operating loss and tax credit carryforwards of approximately $30.3 million and $1.8 million, respectively, which will be available to offset future taxable income. If not used, these net operating loss and tax credit carryforwards will begin to expire in 2020 and 2028, respectively. The Company files income tax returns with the U.S. Federal government and various state and local jurisdictions and will file income tax returns in certain foreign jurisdictions as a result of its acquisition of VitreosHealth. HMS is generally no longer subject to U.S. Federal income tax examinations for years before 2013. HMS operates in a number of state, foreign and local jurisdictions. Accordingly, HMS is subject to state, local, and foreign income tax examinations based on the various statutes of limitations in each jurisdiction. Previously recognized Texas refund claims were examined by the state and resulted in a favorable apportionment method change for all open tax years. |
Liability for Appeals
Liability for Appeals | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Liability for Appeals | Liability for Appeals Under the Company’s contracts with certain commercial health plan customers and its Medicare Recovery Audit Contractor (“RAC”) contract with the Centers for Medicare & Medicaid Services (“CMS”) (included within the Company’s payment integrity services revenue), providers have the right to appeal HMS claim findings and to pursue additional appeals if the initial appeal is found in favor of HMS’s customer. The appeal process established under the Medicare RAC contracts with CMS includes five levels of appeals, and resolution of appeals can take substantial time to resolve. HMS records a) an actual return obligation liability for findings which have been previously adjudicated in favor of providers and b) an estimated return obligation liability based on the amount of revenue that is subject to appeals and which are probable of being adjudicated in favor of providers following their successful appeal. The Company’s estimate is based on the Company’s historical experience. To the extent the amount to be returned to providers following a successful appeal exceeds or is less than the amount recorded, revenue in the applicable period would be reduced or increased by such amount. A roll-forward of the activity in the liability for appeals is as follows ( in thousands ): Original RAC 4 Commercial Total Balance at December 31, 2017 $ 27,816 $ — $ 2,971 $ 30,787 Provision 108 20 2,038 2,166 Appeals found in providers favor (108) — (2,686) (2,794) Release of estimated liability (8,436) — — (8,436) Balance at December 31, 2018 $ 19,380 $ 20 $ 2,323 $ 21,723 Provision — 2,026 7,347 9,373 Appeals found in providers favor — (440) (7,706) (8,146) Release of estimated liability (19,380) — — (19,380) Balance at December 31, 2019 $ — $ 1,606 $ 1,964 $ 3,570 The Company’s original Medicare RAC contract with CMS expired on January 31, 2018. As a result of the original contract expiration, the Company’s contractual obligation with respect to any appeals resolved in favor of providers subsequent to the expiration date have ceased and therefore the Company released its estimated return obligation liability and increased revenue by $8.4 million during the first quarter of 2018. In 2019, the Company determined, based on communications, that there was no further contractual obligation to CMS with respect to the original Medicare RAC contract as of June 30, 2019. Accordingly, the Company released its remaining estimated liability of $19.4 million and net receivables during the second quarter of 2019. As a result of the release, there was a $10.5 million increase to the Company's revenue for the three months ended June 30, 2019. |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement In May 2013, we entered into a credit agreement (as amended and restated, the "Credit Agreement")with certain lenders and Citibank, N.A. as administrative agent. The Credit Agreement originally provided for an initial $500 million five On December 19, 2017, the Company entered into an amendment to the Credit Agreement, which, among other things, extended the maturity of its then existing $500 million revolving credit facility by five years to December 2022 (the "Amended Revolving Facility"). The availability of funds under the Amended Revolving Facility includes sublimits for (a) up to $50 million for the issuance of letters of credit and (b) up to $25 million for swingline loans. In addition, the Company may increase the commitments under the Amended Revolving Facility and/or add one or more incremental term loan facilities, provided that such incremental facilities do not exceed in the aggregate the sum of (i) the greater of $120 million and 100% of Consolidated EBITDA (as defined in the Credit Agreement) and (ii) an additional amount so long as our first lien leverage ratio (as defined in the Credit Agreement) on a pro forma basis is not greater than 3.00:1.00, subject to obtaining commitments from the lenders and meeting certain other conditions. As of December 31, 2019 and December 31, 2018, the outstanding principal balance due on the Amended Revolving Facility was $240 million. No principal payments were made against the Amended Revolving Facility during the year ended December 31, 2019. Borrowings under the Credit Agreement will bear interest at a rate equal to, at the Company’s election (except with respect to swingline borrowings, which will accrue interest based only at the base rate), either: ▪ a base rate determined by reference to the greatest of (a) the prime or base commercial lending rate of the administrative agent as in effect on the relevant date, (b) the federal funds effective rate plus 0.50% and (c) the one-month London Interbank Offered Rate (or any successor rate determined in accordance with the Credit Agreement) ("LIBO Rate") plus 1.00%, plus an interest margin ranging from 0.50% to 1.00% based on the Company’s consolidated leverage ratio for the applicable period; or ▪ an adjusted LIBO Rate, equal to the LIBO Rate for the applicable interest period multiplied by the statutory reserve rate (equal to (x) one divided by (y) one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) established by the Board of Governors of the Federal Reserve System of the United States), plus an interest margin ranging from 1.50% to 2.00% based on the Company’s consolidated leverage ratio for the applicable period. In addition to paying interest on the outstanding principal, the Company is required to pay unused commitment fees on the Amended Revolving Facility during the term of the Credit Agreement ranging from 0.375% to 0.250% per annum based on the Company’s consolidated leverage ratio and letter of credit fees equal to 0.125% per annum on the aggregate face amount of each letter of credit, as well as customary agency fees. As part of a contractual agreement with a customer, the Company has an outstanding irrevocable letter of credit for $6.5 million, which is issued against the Amended Revolving Facility and expires June 30, 2020. The Amended Revolving Facility is secured, subject to certain customary carve-outs and exceptions, by a first priority lien and security interest in substantially all tangible and intangible assets of the Company and certain subsidiaries of the Company. The Amended Revolving Facility contains certain restrictive covenants, which affect, among other things, the ability of the Company and its subsidiaries to incur indebtedness, create liens, make investments, sell or otherwise dispose of assets, engage in mergers or consolidations with other entities, and pay dividends or repurchase stock. The Company is also required to comply, on a quarterly basis, with two financial covenants: (i) a minimum interest coverage ratio of 3.00:1.00, and (ii) a maximum consolidated leverage ratio of 4.75:1.00 through December 2019 and 4.25:1.00 from and after January 2020. The consolidated leverage ratio is subject to a step-up to 5.25:1.00 for four full consecutive fiscal quarters following a permitted acquisition or similar investment. As of December 31, 2019, the Company was in compliance with all terms of the Credit Agreement. Interest expense and the commitment fees on the unused portion of the Company’s revolving credit facility were as follows ( in thousands ): Years ended December 31, 2019 2018 2017 Interest expense $ 9,460 $ 9,294 $ 7,170 Commitment fees 638 1,189 1,359 At December 31, 2019 and 2018, the unamortized balance of deferred origination fees and debt issuance costs was $1.7 million and $2.2 million, respectively. The Company amortized deferred financing costs of $0.6 million, $0.6 million and $2.3 million in the years ended December 31, 2019, 2018 and 2017, respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity (a) Share Repurchase Activity On November 1, 2019, our Board of Directors approved a new $50.0 million share repurchase program to replace the previous share repurchase program, which expired in November 2019 and had $29.9 million remaining at the time of expiration. We did not repurchase shares during fiscal year 2019. (b) Preferred Stock |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company sponsors the 401(k) Plan for eligible employees. Eligible employees must complete 90 days of service in order to enroll in the 401(k) Plan. Participants may make voluntary contributions to the 401(k) Plan of up to 60% of their annual base pre-tax compensation not to exceed the federally determined maximum allowable contribution. In addition, the 401(k) Plan permits the Company to make discretionary contributions. During 2019 and 2018, HMS matched 100% of the first 4% of pay contributed by each eligible employee and 50% of the next 1% of pay contributed. During 2017, HMS matched 100% of the first 3% of pay contributed by each eligible employee and 50% on the next 2% of pay contributed. These matching contributions vest immediately and are not in the form of the Company’s common stock. For the years ended December 31, 2019, 2018 and 2017, HMS contributed $7.7 million, $7.3 million and $5.9 million, respectively, to the 401(k) Plan in the form of matching contributions. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation (a) Long-Term Incentive Award Plans The Company grants stock options and restricted stock units to HMS employees and non-employee directors of the Company under the 2019 Omnibus Plan, as approved by the Company’s shareholders on May 22, 2019. The 2019 Omnibus Plan replaced and superseded the HMS Holdings Corp. 2016 Omnibus Incentive Plan. (b) Stock-Based Compensation Expense Total stock-based compensation expense in the Company’s Consolidated Statements of Income related to the Company’s long- term incentive award plans was as follows (in thousands): Years ended December 31, 2019 2018 2017 Cost of services-compensation $ 8,887 $ 7,421 $ 7,354 Selling, general and administrative 13,014 14,086 16,789 Total $ 21,901 $ 21,507 $ 24,143 The total tax benefits recognized on stock-based compensation for the years ended December 31, 2019, 2018 and 2017 was $16.7 million, $9.1 million and $4.0 million, respectively. (c) Stock Options Stock-based compensation expense related to stock options was approximately $8.9 million, $9.6 million and $10.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Presented below is a summary of stock option activity for the year ended December 31, 2019 (in thousands, except for weighted average exercise price and weighted average remaining contractual terms ): Number of Options Weighted Weighted Aggregate- Outstanding balance at December 31, 2018 4,402 $ 17.07 Granted 640 38.61 Exercised (2,436) 16.20 Forfeitures (187) 21.21 Expired (8) 23.59 Outstanding balance at December 31, 2019 2,411 23.43 7.28 $ 20,242 Expected to vest at December 31, 2019 1,070 $ 28.20 8.5 $ 5,979 Exercisable at December 31, 2019 968 $ 17.08 5.6 $ 12,121 As of December 31, 2019 and 2018, the Company had 1,400,233 and 1,999,069, respectively, in unvested options with a weighted-average-grant-date fair value per share of $10.13 and $7.27, respectively. The weighted-average-grant-date fair value per share of the stock options granted during the years ended December 31, 2019, 2018 and 2017 was $13.86, $7.52 and $7.66, respectively. The weighted-average-grant-date fair value per share of stock options vested during the year ended December 31, 2019 was $7.36. The weighted-average-grant-date fair value per share of the stock options forfeited during the years ended December 31, 2019, 2018 and 2017 was $7.94, $6.86 and $5.24, respectively. HMS estimated the fair value of each stock option grant on the date of grant using a Black-Scholes option pricing model. Weighted–average assumptions are set forth in the following table: Year ended December 31, 2019 2019 2018 2017 Expected dividend yield — % — % — % Risk-free interest rate 2.5 % 2.7 % 1.8 % Expected volatility 41.1 % 42.4 % 44.2 % Expected life (years) 6.4 6.0 5.0 HMS estimated the fair value of 2017 market condition option grants on the date of grant using a Monte-Carlo simulation model. There were no market condition awards granted in 2019 or 2018. Assumptions are set forth in the following table: Year ended December 31, 2019 2018 2017 Expected dividend yield — % — % — % Risk-free interest rate — % — % 2.2 % Expected volatility — % — % 52.5 % Expected life (years) 0 0 6.5 During the years ended December 31, 2019, 2018 and 2017, the Company issued 2,435,648, 2,017,442 and 172,326 shares, respectively, of the Company’s common stock upon the exercise of outstanding stock options and received proceeds of $39.3 million, $38.4 million and $2.7 million, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was $45.6 million, $27.6 million and $0.5 million, respectively. As of December 31, 2019, there was approximately $4.3 million of total unrecognized compensation cost related to stock options outstanding, which is expected to be recognized over a weighted average period of 0.8 years. (d) Restricted Stock Units Stock-based compensation expense related to restricted stock units was $13.0 million, $11.9 million and $13.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Presented below is a summary of restricted stock units activity for the year ended December 31, 2019 ( in thousands, except for weighted average grant date fair value per unit ): Weighted Average Outstanding balance at December 31, 2018 1,488 $ 17.60 Granted 487 34.02 Vesting of restricted stock units, net of units withheld for taxes (406) 16.65 Units withheld for taxes (201) 16.65 Forfeitures (129) 21.32 Outstanding balance at December 31, 2019 1,239 $ 21.37 As of December 31, 2019, 974,050 restricted stock units remained unvested and there was approximately $9.9 million of unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted average vesting period of 0.84 years. During the years ended December 31, 2019, 2018 and 2017, the Company’s vested restricted stock units had a fair value of $10.7 million, $9.9 million, and $9.5 million, respectively. The weighted average grant date fair value per share of the restricted stock units vested during the years ended December 31, 2019, 2018 and 2017 was $16.65, $17.06 and $15.39, respectively. The weighted average grant date fair value per share of the restricted stock units forfeited during the years ended December 31, 2019, 2018 and 2017 was $21.32, $17.31 and $15.37, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts) : Years ended December 31 2019 2018 2017 Net income $ 87,224 $ 54,989 $ 40,054 Weighted average common shares outstanding-basic 87,222 83,625 83,821 Plus: net effect of dilutive stock options and restricted stock units 2,095 2,519 1,267 Weighted average common shares outstanding-diluted 89,317 86,144 85,088 Net income per common share — basic $ 1.00 $ 0.66 $ 0.48 Net income per common share — diluted $ 0.98 $ 0.64 $ 0.47 For the years ended December 31, 2019, 2018 and 2017: (i) 509,617, 804,959 and 2,646,100 stock options, respectively, and (ii) restricted stock units representing 2,564, 0 and 31,155 shares of common stock, respectively, were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In July 2012, Dennis Demetre and Lori Lewis (the “Plaintiffs”), filed an action in the Supreme Court of the State of New York against HMS Holdings Corp., claiming an undetermined amount of damages alleging that various actions by HMS unlawfully deprived the Plaintiffs of the acquisition earn-out portion of the purchase price for Allied Management Group Special Investigation Unit, Inc. (“AMG”) under the applicable Stock Purchase Agreement (the “SPA”) and that HMS had breached certain contractual provisions under the SPA. The Plaintiffs filed a second amended complaint with two causes of action for breach of contract and one cause of action for breach of implied covenant of good faith and fair dealing. HMS asserted a counterclaim against Plaintiffs for breach of contract based on contractual indemnification costs, including attorneys’ fees arising out of the Company’s defense of AMG in Kern Health Systems v. AMG, Dennis Demetre and Lori Lewis (the “California Action”), which are recoverable under the SPA. In June 2016, Kern Health Systems and AMG entered into a settlement agreement that resolved all claims in the California Action. In July 2017, the Court issued a decision on the Company’s motion for partial summary judgment and granted the motion in part, dismissing one of Plaintiffs’ breach of contract causes of action against HMS. On November 3, 2017, following a jury trial, a verdict was returned in favor of the Plaintiffs on a breach of contract claim, and the jury awarded $60.0 million in damages to the Plaintiffs. On March 14, 2018, the Court held a hearing on the Company’s post-trial motion for an order granting it judgment notwithstanding the verdict or, alternatively, setting aside the jury’s award of damages. On June 27, 2018, prior to the Court issuing a decision on the motion, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with the Plaintiffs, John Alfred Lewis and Christopher Brandon Lewis. Pursuant to the terms of the Settlement Agreement, the Company paid $20.0 million to resolve all matters in controversy pertaining to the lawsuit. On July 5, 2018, the Court entered an order to discontinue the lawsuit pursuant to the Stipulation of Discontinuance with Prejudice filed by the parties. In February 2018, the Company received a Civil Investigative Demand (“CID”) from the Texas Attorney General, purporting to investigate possible unspecified violations of the Texas Medicaid Fraud Prevention Act. In March 2018, the Company provided certain documents and information in response to the CID. HMS has not received any further requests from the government in connection with this CID. In September 2018, a former employee filed an action in the New York County Supreme Court entitled Christopher Frey v. Health Management Systems, Inc. alleging retaliation under New York law. The complaint seeks recovery of an unspecified amount of monetary damages, including back pay and other compensatory and equitable relief. In May 2019, the Court heard oral arguments on the Company's motion to dismiss the complaint. The motion remains pending before the Court. The Company continues to believe that this claim is without merit and intends to vigorously defend this matter. From time to time, HMS may be subject to investigations, legal proceedings and other disputes arising in the ordinary course of the Company’s business, including but not limited to regulatory audits, billing and contractual disputes, employment-related matters and post-closing disputes related to acquisitions. Due to the Company’s contractual relationships, including those with federal and state government entities, HMS’s operations, billing and business practices are subject to scrutiny and audit by those entities and other multiple agencies and levels of government, as well as to frequent transitions and changes in the personnel responsible for oversight of the Company’s contractual performance. HMS may have contractual disputes with its customers arising from differing interpretations of contractual provisions that define the Company’s 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 HMS accept some amount of loss or liability in order to avoid customer abrasion, negative marketplace perceptions and other disadvantageous results that could affect the Company’s business, financial condition, results of operations and cash flows. HMS records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, 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, HMS does not establish an accrued liability. |
Customer Concentration
Customer Concentration | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Customer Concentration | Customer Concentration (a) Geographic Information The Company primarily operates within the United States with some international revenue that is not considered material. (b) Major Customers For the years ended December 31, 2019, 2018 and 2017 no one individual Company customer accounted for more than 10% of the Company’s total revenue. (c) Concentration of Revenue The composition of the Company’s ten largest customer’s changes periodically. For the years ended December 31, 2019, 2018 and 2017, the Company’s ten largest customers represented 42.7%, 41.4% and 39.5% of HMS’ total revenue, respectively. Excluding those contracts that contain automatic renewal provisions or evergreen terms, the Company’s agreements with the ten current largest customers generally expire between 2020 and 2026. In many instances, HMS provides services pursuant to agreements that may be renewed or subject to a competitive reprocurement process. Several of the Company’s contracts, including those with some of its largest customers, may be terminated for convenience. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The components of lease expense for the year ended December 31, 2019 were as follows ( in thousands ): Year ended December 31, 2019 Operating lease cost $ 6,625 Finance lease cost: Amortization of right-of-use assets $ 202 Interest on lease liabilities 25 Total finance lease cost $ 227 Supplemental cash flow and other information related to leases for the year ended December 31, 2019 were as follows ( in thousands ): Year ended December 31, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 7,402 Operating cash flows from finance leases $ 24 Financing cash flows from finance leases $ 195 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 1,181 Finance leases $ 1,820 Supplemental balance sheet information related to leases as of December 31, 2019 consisted of the following ( in thousands ): Year ended December 31, 2019 Operating Leases Operating lease right-of-use assets $ 17,493 Other current liabilities $ 6,269 Operating lease liabilities 14,881 Total operating lease liabilities $ 21,150 Finance Leases Other Assets $ 1,081 Other current liabilities $ 360 Other long-term liabilities 677 Total finance leases liabilities $ 1,037 As of December 31, 2019, the weighted-average remaining lease term for operating and finance leases was 4.1 years and 2.6 years, respectively. As of December 31, 2019, the weighted-average discount rates were 5.7% and 4.6% for operating and finance leases, respectively. Sublease income for the years ended December 31, 2019 and 2018 was $2.2 million and $1.8 million, respectively. Maturities of lease liabilities were as follows ( in thousands ): Year ended December 31, Operating Leases Finance Leases 2020 $ 7,266 $ 399 2021 5,791 454 2022 3,546 246 2023 3,319 — 2024 2,833 — Thereafter 991 — Total lease payments 23,746 1,099 Less: Imputed interest 2,596 62 Total lease obligation $ 21,150 $ 1,037 Disclosures related to periods prior to adoption of the New Lease Standard As of December 31, 2018, minimum annual lease payments made under operating leases, net of $8.3 million office space sublease payments to be received, for each of the next five years ending December 31 and thereafter were as follows (in thousands): Year ended December 31, Operating Leases 2019 $ 5,778 2020 5,420 2021 3,742 2022 2,531 2023 2,236 Thereafter 2,947 Total lease payments $ 22,654 |
Leases | Leases The components of lease expense for the year ended December 31, 2019 were as follows ( in thousands ): Year ended December 31, 2019 Operating lease cost $ 6,625 Finance lease cost: Amortization of right-of-use assets $ 202 Interest on lease liabilities 25 Total finance lease cost $ 227 Supplemental cash flow and other information related to leases for the year ended December 31, 2019 were as follows ( in thousands ): Year ended December 31, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 7,402 Operating cash flows from finance leases $ 24 Financing cash flows from finance leases $ 195 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 1,181 Finance leases $ 1,820 Supplemental balance sheet information related to leases as of December 31, 2019 consisted of the following ( in thousands ): Year ended December 31, 2019 Operating Leases Operating lease right-of-use assets $ 17,493 Other current liabilities $ 6,269 Operating lease liabilities 14,881 Total operating lease liabilities $ 21,150 Finance Leases Other Assets $ 1,081 Other current liabilities $ 360 Other long-term liabilities 677 Total finance leases liabilities $ 1,037 As of December 31, 2019, the weighted-average remaining lease term for operating and finance leases was 4.1 years and 2.6 years, respectively. As of December 31, 2019, the weighted-average discount rates were 5.7% and 4.6% for operating and finance leases, respectively. Sublease income for the years ended December 31, 2019 and 2018 was $2.2 million and $1.8 million, respectively. Maturities of lease liabilities were as follows ( in thousands ): Year ended December 31, Operating Leases Finance Leases 2020 $ 7,266 $ 399 2021 5,791 454 2022 3,546 246 2023 3,319 — 2024 2,833 — Thereafter 991 — Total lease payments 23,746 1,099 Less: Imputed interest 2,596 62 Total lease obligation $ 21,150 $ 1,037 Disclosures related to periods prior to adoption of the New Lease Standard As of December 31, 2018, minimum annual lease payments made under operating leases, net of $8.3 million office space sublease payments to be received, for each of the next five years ending December 31 and thereafter were as follows (in thousands): Year ended December 31, Operating Leases 2019 $ 5,778 2020 5,420 2021 3,742 2022 2,531 2023 2,236 Thereafter 2,947 Total lease payments $ 22,654 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Annual Grants to Employees On February 13, 2020, the Compensation Committee of the Board of Directors approved approximately $24.5 million in stock option and restricted stock unit awards to employees. The awards generally will vest over three years and will be issued three business days subsequent to the filing of this 2019 Form 10-K. In connection with the preparation of our consolidated financial statements, an evaluation of subsequent events was performed through the date of filing and there were no other events that have occurred that would require adjustments to the financial statements or disclosure. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | Quarterly Financial Data (Unaudited) The table below summarizes the Company’s unaudited quarterly operating results for the last two fiscal years ( in thousands, except per share amounts ): 2019 First Second Quarter Third Fourth Year Ended Revenue $ 147,953 $ 168,182 $ 146,815 $ 163,445 $ 626,395 Gross profit $ 48,952 $ 68,584 $ 45,296 $ 54,849 $ 217,681 Operating income $ 19,706 $ 40,548 $ 17,064 $ 25,698 $ 103,016 Net income $ 19,642 $ 29,100 $ 21,136 $ 17,346 $ 87,224 Net income per common share - basic $ 0.23 $ 0.34 $ 0.24 $ 0.20 $ 1.00 Net income per common share - diluted $ 0.22 $ 0.33 $ 0.24 $ 0.20 $ 0.98 2018 First Second Quarter Third Fourth Year Ended Revenue $ 141,425 $ 146,791 $ 154,246 $ 155,828 $ 598,290 Gross profit $ 43,920 $ 45,769 $ 52,409 $ 54,582 $ 196,680 Operating income/(loss) $ 11,922 $ (763) $ 24,231 $ 27,848 $ 63,238 Net income/(loss) $ 6,391 $ (3,367) $ 18,574 $ 33,391 $ 54,989 Net income/(loss) per common share - basic $ 0.08 $ (0.04) $ 0.22 $ 0.40 $ 0.66 Net income/(loss) per common share - diluted $ 0.07 $ (0.04) $ 0.22 $ 0.38 $ 0.64 (1) Third quarter 2019 results include the Company's sale of its investment in InstaMed, as described in Note 5(c). (2) Second quarter 2018 results include the Company's entry into the Settlement Agreement for the payment of $20.0 million, as described in Note 14. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 2019, 2018 and 2017 Accounts receivable allowance and Estimated liability for appeals as of December 31, 2019, 2018 and 2017 are as follows: Accounts Receivable Allowance ( in thousands) : Balance at Beginning of Provision Recoveries Charge-offs Balance at End of Year Year ended December 31, 2017 $ 10,772 $ 20,233 $ — $ (16,206) $ 14,799 Year ended December 31, 2018 14,799 20,453 — (21,569) 13,683 Year ended December 31, 2019 13,683 22,289 — (18,890) 17,082 Estimated liability for appeals (in thousands) : Balance at Beginning of Provision Appeals found in Release of estimated Balance at End of Year Year ended December 31, 2017 $ 11,126 $ 83 $ (2,665) $ — $ 8,544 Year ended December 31, 2018 8,544 — (108) (8,436) — Year ended December 31, 2019 — — — — — The above chart represents the CMS estimated reserve liability only. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the Company’s accounts and transactions and those of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist of deposits that are readily convertible into cash.In connection with coordination of benefits and certain payment integrity services, lockboxes and their associated bank accounts are set up to support recoveries and remittances. Generally, these bank accounts are for the benefit of the Company’s customers. Customer cash held in Company bank accounts for the benefit of the customer was approximately $21.9 million as of December 31, 2019. This amount is included in cash and cash equivalents and other current liabilities on the accompanying consolidated balance sheet. |
Concentration of Credit Risk | Concentration of Credit RiskThe Company’s policy is to limit credit exposure by placing cash in accounts which are exposed to minimal interest rate and credit risk. HMS maintains cash and cash equivalents in cash depository accounts with large financial institutions with a minimum credit rating of A1/P1 or better, as defined by Standard and Poor’s. The balance at these institutions generally exceeds the maximum balance insured by the Federal Deposit Insurance Corporation of up to $250,000 per entity. HMS has not experienced any losses in cash and cash equivalents and believes these cash and cash equivalents do not expose the Company to any significant credit risk. The Company is subject to potential credit risk related to changes in economic conditions within the healthcare market. However, HMS believes that the billing and collection policies are adequate to minimize the potential credit risk. The Company performs ongoing credit evaluations of customers and generally does not require collateral. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets utilizing the straight-line method. HMS amortizes leasehold improvements on a straight-line basis over the shorter of (i) the term of the lease or (ii) the estimated useful life of the improvement. Equipment leased under capital leases is depreciated over the shorter of (i) the term of the lease or (ii) the estimated useful life of the equipment. Capitalized software costs relate to software that is acquired or developed for internal use while in the application development stage. All other costs to develop software for internal use, either in the preliminary project stage or post-implementation stage, are expensed as incurred. Amortization of capitalized software is calculated on a straight-line basis over the expected economic life. Land is not depreciated. Estimated useful lives are as follows: Property and Equipment Useful Life Equipment 2 to 5 Leasehold improvements 5 to 10 Furniture and fixtures 5 Capitalized software 3 to 10 Building and building improvements up to 39 Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When indicators exist, recoverability of assets is measured by a comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized and charged to earnings is measured by the amount by which the carrying value of the asset group exceeds the fair value of the assets. The Company did not recognize any impairment charges related to property and equipment during the years ended December 31, 2019, 2018 or 2017. |
Intangible Assets | Intangible AssetsThe Company records assets acquired and liabilities assumed in a business combination based upon their acquisition date fair values. In most instances there is not a readily defined or listed market price for individual assets and liabilities acquired in connection with a business, including intangible assets. The Company determines fair value through various valuation techniques including discounted cash flow models, quoted market values, relief from royalty methodologies, multi-period and third party independent appraisals, as considered necessary. Significant assumptions used in those techniques include, but are not limited to, growth rates, discount rates, customer attrition rates, expected levels of revenues, earnings, cash flows and tax rates. The use of different valuation techniques and assumptions are highly subjective and inherently uncertain and, as a result, actual results may differ materially from estimates. All of the Company’s intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. Estimated useful lives are as follows: Intangible Assets Useful Life Customer relationships 7 to 15 Restrictive covenants 1 to 3 Trade names 1.5 to 7 Intellectual property 4 to 6 Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When indicators exist, recoverability of assets is measured by a comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized and charged to earnings is measured by the amount by which the carrying value of the asset group exceeds the fair value of the assets. The Company did not recognize any impairment charges related to intangible assets during the years ended December 31, 2019, 2018 or 2017. |
Goodwill | (vii) Goodwill Goodwill is the excess of acquisition costs over the fair values of assets and liabilities of acquired businesses. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Income Taxes | (viii) Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits for net operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. A valuation |
Expense Classifications | (ix) Expense Classifications HMS cost of services is presented in the categories set forth below. Each category within cost of services excludes expenses relating to selling, general and administrative ("SG&A") functions, which are presented separately as a component of total operating costs. A description of the primary expenses included in each category is as follows: Cost of Services: ▪ Compensation: Salary, fringe benefits, bonus and stock-based compensation. ▪ Information technology: Hardware, software and data communication costs. ▪ Occupancy: Rent, utilities, depreciation, office equipment and repair and maintenance costs. ▪ Direct project and other operating expenses: Variable costs incurred from third party providers that are directly associated with specific revenue generating projects and employee travel expenses, professional fees, temporary staffing, travel and entertainment, insurance and local and property tax costs. ▪ Amortization of acquisition related software and intangible assets: Amortization of the cost of acquisition related software and intangible assets. SG&A: ▪ Expenses related to general management, marketing and administrative activities. |
Estimating Valuation Allowances and Accrued Liabilities | (x) Estimating Valuation Allowances and Accrued LiabilitiesThe preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reported period. In particular, management must make estimates of the probability of collecting accounts receivable. When evaluating the adequacy of the accounts receivable allowance, management reviews the accounts receivable based on an analysis of historical revenue adjustments, bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. As of December 31, 2019 and 2018, the accounts receivable balance was $223.4 million and $206.8 million, net of adjustments. Adjustments to the accounts receivable balance include revenue recognition related adjustments, such as customer discounts, and allowance for credit related losses. The allowance for credit related losses was not material to the financial statements as of December 31, 2019 and 2018. |
Stock-Based Compensation Long-Term Incentive Awards Plans | (xi) Stock-Based Compensation Long-Term Incentive Award Plans The Company grants stock options and restricted stock units to HMS employees and non-employee directors of the Company under the HMS Holdings Corp. 2019 Omnibus Incentive Plan (the “2019 Omnibus Plan”), as approved by the Company’s shareholders on May 22, 2019. The 2019 Omnibus Plan replaced and superseded the HMS Holdings Corp. 2016 Omnibus Incentive Plan. As of December 31, 2019, the number of securities remaining available for future issuance under equity compensation plans, excluding securities to be issued upon exercise of outstanding options and vesting of restricted stock units, was 9,289,094 shares. All of the Company’s employees as well as HMS non-employee directors are eligible to participate in the 2019 Omnibus Plan. Awards granted under the 2019 Omnibus Plan generally vest over one Stock-Based Compensation Expense The Company recognizes stock-based compensation expense equal to the grant date fair value of the award on a straight-line basis over the requisite service period. The fair value of each option grant with only service-based conditions is estimated using the Black-Scholes pricing model. The fair value of each option grant with market and service-based conditions is estimated using a Monte Carlo simulation model. The fair value of each restricted stock unit is calculated based on the closing sale price of the Company’s common stock on the grant date. The determination of the fair value of the options on the grant date using the Black-Scholes pricing model and/or the Monte Carlo simulation model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. Certain key variables include: the Company’s expected stock price volatility over the expected term of the awards; a risk-free interest rate; and any expected dividends. The Company estimates stock price volatility based on the historical volatility of the Company’s common stock and estimates the expected term of the awards based on the Company’s historical option exercises for similar types of stock option awards. The assumed risk-free interest rate is based on the yield on the measurement date of a zero-coupon U.S. Treasury bond with a maturity period equal to the option’s expected term. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore, uses an expected dividend yield of zero in the option valuation models. The fair value of all awards also includes an estimate of expected forfeitures. Forfeitures are estimated based on historical experience. If actual forfeitures vary from estimates, a difference in compensation expense will be recognized in the period the actual forfeitures occur. Upon the exercise of stock options or the vesting of restricted stock units, the resulting excess tax benefits or deficiencies, if any, are recognized as income tax expense or benefit. |
Fair Value of Financial Instruments | (xii) Fair Value of Financial Instruments 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 or determinable, the financial instrument is carried at cost and referred to as a cost method investment. The fair value hierarchy is 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. Financial instruments (principally cash and cash equivalents, equity securities, accounts receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The Company’s long-term credit facility is carried at cost, which approximates fair value due to the variable interest rate associated with the revolving credit facility. There were no sales, settlements, purchases, issuances and/or transfers related to level 3 instruments in 2019 or 2018. |
Leases | (xiii) Leases The Company determines if an arrangement is a lease at inception. Operating leases are reported on the Company’s consolidated balance sheet within Operating lease right-of-use ("ROU") assets, Operating lease liabilities and Accounts payable, accrued expenses and other liabilities. Finance leases are reported on the Company’s consolidated balance sheets within Other assets, Other liabilities and Accounts payable, accrued expenses and other liabilities. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at the lease’s commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For certain real estate and equipment leases, the Company has lease agreements with lease and non-lease components, which are generally accounted for as a single component. |
Recent Accounting Guidance | (xiv) Recent Accounting Guidance Recently Adopted Accounting Guidance In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”), which is the new comprehensive revenue recognition standard that supersedes all existing revenue recognition guidance under U.S. GAAP. The Company adopted ASU 2014-9 on January 1, 2018 using the modified retrospective method and the Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The financial information for comparative prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods. The effect of adopting ASU 2014-9 in 2018 as compared with the guidance that was in effect before the change is immaterial. The Company’s internal control framework did not materially change, but existing internal controls were modified due to certain changes to business processes and systems to support the new revenue recognition standard as necessary. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statements of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies where certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for annual reporting periods beginning after December 15, 2017, and for interim reporting periods within such annual periods. The Company adopted this guidance on January 1, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805) – Clarifying the Definition of a Business (“ASU 2017-1”). ASU 2017-1 finalizes previous proposals regarding shareholder concerns that the definition of a business is applied too broadly. The guidance assists entities with evaluating whether transactions should be accounted for as acquisitions of assets or of businesses. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this guidance on January 1, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-9, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, (“ASU 2017-9”). ASU 2017-9 requires entities to apply modification accounting to changes made to a share-based payment award. The new guidance specifies that entities will apply modification accounting to changes to a share-based payment award only if any of the following are not the same immediately before and after the change: 1) The award’s fair value (or calculated value or intrinsic value, if those measurement methods are used), 2) the award’s vesting conditions, and 3) the award’s classification as an equity or liability instrument. ASU 2017-9 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within such annual periods, with early adoption permitted. The Company adopted this guidance on January 1, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-4, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-4”). This amendment simplifies the manner in which an entity is required to test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The amendment simplifies this approach by having the entity (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company elected to early adopt the new guidance in the fourth quarter of fiscal year 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. On August 17, 2018, the SEC issued SEC Final Rule Release No. 33-10532, Disclosure Update and Simplification (“Final Rule”). The Final Rule amends certain disclosure requirements to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. The Final Rule was effective for public entities that are SEC filers on November 5, 2018. The adoption of this guidance in 2018 did not have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires most lessees to recognize a majority of the company’s leases on the balance sheet, which increases reported assets and liabilities. ASU 2016-02 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018 including interim periods within such annual reporting periods with early adoption permitted. The Company adopted this guidance on January 1, 2019, utilizing the optional transition method approach with an effective date of January 1, 2019. Consequently, financial information prior to the effective date was not updated and the disclosures required under the new standard are not provided for dates and periods prior to the effective date. There were no cumulative effect adjustments to retained earnings as part of adoption. The Company elected the available practical expedients, including the practical expedient to not separate lease and non-lease components of its leases and the short-term lease practical expedient. The Company’s internal control framework did not materially change, but existing internal controls were modified due to certain changes to business processes and systems to support the new leasing standard as necessary. As the Company previously disclosed, the standard had a material impact on its consolidated balance sheets, the most significant impact being the recognition of approximately $21.3 million of ROU assets and $26.3 million of lease liabilities on the effective date, but there was no impact on its consolidated income statements. The Company continues to expect that any impact from its adoption of the new standard will be immaterial to its net income and its internal control framework for future periods. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting, (“ASU 2018-07”). ASU 2018-07 requires entities to apply similar accounting for share-based payment transactions with non-employees as with share-based payment transactions with employees. ASU 2018-07 is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2019. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 introduces the current expected credit losses methodology for estimating allowances for credit losses. ASU 2016-13 applies to all financial instruments carried at amortized cost and off-balance-sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credit, and financial guarantees. The new accounting standard does not apply to trading assets, loans held for sale, financial assets for which the fair value option has been elected, or loans and receivables between entities under common control. ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. This guidance is not expected to have a material impact on the Company’s financial position, results of operations or internal control framework. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively to eligible costs incurred on or after the date this guidance is first applied or retrospectively. This guidance is not expected to have a material impact on the Company’s financial position, results of operations or internal control framework. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) : Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements ("ASU 2018-13"). The objective of the ASU is to improve the disclosures related to fair value measurement by removing, modifying, or adding disclosure requirements related to recurring and non-recurring fair value measurements. ASU 2018-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. This guidance is not expected to have a material impact on the Company’s financial position, results of operations or internal control framework. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. This guidance is not expected to have a material impact on the Company’s financial position, results of operations or internal control framework. |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Property and Equipment, Estimated Useful Life | Estimated useful lives are as follows: Property and Equipment Useful Life Equipment 2 to 5 Leasehold improvements 5 to 10 Furniture and fixtures 5 Capitalized software 3 to 10 Building and building improvements up to 39 Property and equipment consisted of the following ( in thousands ): December 31, 2019 2018 Equipment $ 90,347 $ 95,350 Leasehold improvements 8,042 7,547 Building 9,674 8,624 Building improvements 16,305 14,825 Land 2,949 2,769 Furniture and fixtures 8,685 9,404 Capitalized software 134,864 131,819 270,866 270,338 Less: accumulated depreciation and amortization (183,919) (175,903) Property and equipment, net $ 86,947 $ 94,435 Years ended December 31, 2019 2018 2017 Depreciation and amortization expense related to property and equipment $ 33,293 $ 33,254 $ 27,515 |
Useful Lives of Intangible Assets | Estimated useful lives are as follows: Intangible Assets Useful Life Customer relationships 7 to 15 Restrictive covenants 1 to 3 Trade names 1.5 to 7 Intellectual property 4 to 6 Intangible assets consisted of the following ( amounts in thousands ): Gross Carrying Amount Accumulated Net Carrying Amount Weighted Average December 31, 2019 Customer relationships $ 135,290 $ (21,637) $ 113,653 12.1 Trade names 1,536 (147) 1,389 3.0 Intellectual property 27,700 (10,893) 16,807 3.7 Total $ 164,526 $ (32,677) $ 131,849 Gross Carrying Amount Accumulated Net Carrying Amount Weighted Average December 31, 2018 Customer relationships $ 156,790 $ (104,740) $ 52,050 12.8 Trade names 16,246 (16,215) 31 0.7 Intellectual property 21,700 (6,670) 15,030 4.1 Restrictive covenants 263 (234) 29 0.7 Total $ 194,999 $ (127,859) $ 67,140 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Disaggregation of Revenue | The Company’s revenue disaggregated by service was as follows ( in thousands ): Years ended December 31, 2019 2018 Coordination of Benefits $ 404,123 $ 397,095 Payment Integrity 162,194 144,063 Population Health Management 60,078 57,132 Total $ 626,395 $ 598,290 The Company’s revenue disaggregated by market is as follows ( in thousands ): Years ended December 31, 2019 2018 Commercial $ 302,489 $ 323,150 State 257,685 233,921 Federal 66,221 41,219 Total $ 626,395 $ 598,290 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Allocation of Purchase Price | The preliminary allocation of the purchase price to the fair value of the assets acquired and the liabilities assumed as of December 23, 2019, the effective date of the acquisition, was as follows ( in thousands ): Cash and cash equivalents $ 9,400 Accounts receivable 9,188 Prepaid expenses 129 Property and equipment 2,878 Intangible assets 68,400 Goodwill 81,545 Other assets 489 Accounts payable and accrued liabilities (13,395) Total purchase price $ 158,634 |
Purchase Price Allocated to Intangibles Acquired | The purchase price allocated to the intangible assets acquired was as follows ( in thousands ): Useful Life Customer relationships 12 $ 67,000 Trade name 3 1,400 Fair value of intangibles acquired $ 68,400 |
Pro Forma Operating Results | The following table reflects the pro forma operating results for the Company which gives effect to the acquisition of Accent as if it had occurred on January 1, 2018. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and Accent adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the acquisition of Accent. Years ended December 31, 2019 2018 (pro forma, in thousands) (unaudited) Revenue $ 675,259 $ 650,203 Net income $ 92,845 $ 60,011 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Estimated useful lives are as follows: Property and Equipment Useful Life Equipment 2 to 5 Leasehold improvements 5 to 10 Furniture and fixtures 5 Capitalized software 3 to 10 Building and building improvements up to 39 Property and equipment consisted of the following ( in thousands ): December 31, 2019 2018 Equipment $ 90,347 $ 95,350 Leasehold improvements 8,042 7,547 Building 9,674 8,624 Building improvements 16,305 14,825 Land 2,949 2,769 Furniture and fixtures 8,685 9,404 Capitalized software 134,864 131,819 270,866 270,338 Less: accumulated depreciation and amortization (183,919) (175,903) Property and equipment, net $ 86,947 $ 94,435 Years ended December 31, 2019 2018 2017 Depreciation and amortization expense related to property and equipment $ 33,293 $ 33,254 $ 27,515 |
Intangible Assets, Goodwill a_2
Intangible Assets, Goodwill and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Estimated useful lives are as follows: Intangible Assets Useful Life Customer relationships 7 to 15 Restrictive covenants 1 to 3 Trade names 1.5 to 7 Intellectual property 4 to 6 Intangible assets consisted of the following ( amounts in thousands ): Gross Carrying Amount Accumulated Net Carrying Amount Weighted Average December 31, 2019 Customer relationships $ 135,290 $ (21,637) $ 113,653 12.1 Trade names 1,536 (147) 1,389 3.0 Intellectual property 27,700 (10,893) 16,807 3.7 Total $ 164,526 $ (32,677) $ 131,849 Gross Carrying Amount Accumulated Net Carrying Amount Weighted Average December 31, 2018 Customer relationships $ 156,790 $ (104,740) $ 52,050 12.8 Trade names 16,246 (16,215) 31 0.7 Intellectual property 21,700 (6,670) 15,030 4.1 Restrictive covenants 263 (234) 29 0.7 Total $ 194,999 $ (127,859) $ 67,140 |
Amortization Expense of Intangible Assets | Amortization expense of intangible assets is expected to approximate the following ( in thousands ): Year ending December 31, Amortization 2020 $ 14,914 2021 14,447 2022 14,439 2023 11,605 2024 10,180 Thereafter 66,264 Total $ 131,849 |
Goodwill | As a result of the Accent and VitreosHealth acquisitions, the changes in the carrying amount of goodwill were as follows ( in thousands ): Balance at December 31, 2018 $ 487,617 Vitreos acquisition 30,189 Accent acquisition 81,545 Balance at December 31, 2019 $ 599,351 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Liabilities | Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands) : December 31, December 31, Accounts payable, trade $ 12,246 $ 12,394 Accrued compensation and other 36,827 42,833 Accrued operating expenses 42,045 19,675 Current portion of lease liabilities 6,629 — Total accounts payable, accrued expenses and other liabilities $ 97,747 $ 74,902 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Income tax expense is as follows (in thousands) : December 31, 2019 2018 2017 Current tax expense (benefit): Federal $ 6,167 $ 2,965 $ 17,008 State 3,678 (1,433) 3,201 Total current tax expense: 9,845 1,532 20,209 Deferred tax expense (benefit): Federal 6,219 (2,650) (19,425) State 1,074 (854) (983) Total deferred tax expense (benefit): 7,293 (3,504) (20,408) Total income tax expense (benefit) $ 17,138 $ (1,972) $ (199) |
Reconciliation of Income Tax Expense | A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the actual income tax expense is as follows (in thousands) : December 31, 2019 % 2018 % 2017 % Computed at federal statutory rate $ 21,916 21.0 $ 11,134 21.0 $ 13,949 35.0 State and local tax expense, net of federal benefit 3,625 3.4 2,367 4.5 2,226 5.6 Net permanent deduction and credit tax benefits from current year (1,166) (1.1) (1,143) (2.2) (1,513) (3.8) Net uncertain tax positions excluding current (937) (0.8) (3,756) (7.0) (373) (0.9) Subsidiary basis write off — — (3,423) (6.5) — — Equity compensation net tax windfall (8,634) (8.3) (2,890) (5.5) — — State tax apportionment changes — — (3,737) (7.0) — — Disallowed executive compensation 1,750 1.6 682 1.3 — — Tax Reform - revaluation of deferrals — — — — (15,130) (38.0) Acquisition adjustments — — (1,226) (2.3) (1,003) (2.5) Acquisition costs 245 0.3 — — 697 1.7 Other, net 339 0.3 20 — 948 2.4 Total income tax expense $ 17,138 16.4 $ (1,972) (3.7) $ (199) (0.5) |
Deferred Tax Assets and Deferred Tax Liabilities | The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities are as follows (in thousands) : December 31, 2019 2018 Deferred tax assets: Stock-based compensation $ 8,056 $ 9,545 Goodwill and intangible assets 5,516 5,874 Accounts receivable, net 4,442 3,537 Deferred rent — 696 Tenant improvements — 569 Liability for appeals 931 5,632 Net operating loss carry-forwards 2,644 1,527 Tax credit carry-forwards 1,815 4,076 Property and equipment 139 49 Accrued expenses and other 5,054 7,839 ROU Liability 5,799 — Total deferred tax assets 34,396 39,344 Deferred tax liabilities: Goodwill and intangible assets 42,894 43,400 Section 481(a) adjustment 2,551 5,073 Prepaid expenses 734 668 Capitalized software cost 9,068 8,688 ROU Asset 4,736 — Total deferred tax liabilities 59,983 57,829 Total net deferred tax liabilities $ 25,587 $ 18,485 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits are as follows (in thousands) : 2019 2018 Unrecognized tax benefits at January 1 $ 4,839 $ 8,234 Additions for tax positions taken during prior periods 543 399 Additions for tax positions taken during current period including amended prior years 409 360 Reductions relating to settlements with taxing authorities — (2,227) Reductions related to the expiration of statutes of limitations (1,542) (1,927) Unrecognized tax benefits at December 31 $ 4,249 $ 4,839 |
Liability for Appeals (Tables)
Liability for Appeals (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Activity in the Estimated Liability for Appeals | A roll-forward of the activity in the liability for appeals is as follows ( in thousands ): Original RAC 4 Commercial Total Balance at December 31, 2017 $ 27,816 $ — $ 2,971 $ 30,787 Provision 108 20 2,038 2,166 Appeals found in providers favor (108) — (2,686) (2,794) Release of estimated liability (8,436) — — (8,436) Balance at December 31, 2018 $ 19,380 $ 20 $ 2,323 $ 21,723 Provision — 2,026 7,347 9,373 Appeals found in providers favor — (440) (7,706) (8,146) Release of estimated liability (19,380) — — (19,380) Balance at December 31, 2019 $ — $ 1,606 $ 1,964 $ 3,570 |
Credit Agreement (Tables)
Credit Agreement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Interest Expense and Commitment Fees | Interest expense and the commitment fees on the unused portion of the Company’s revolving credit facility were as follows ( in thousands ): Years ended December 31, 2019 2018 2017 Interest expense $ 9,460 $ 9,294 $ 7,170 Commitment fees 638 1,189 1,359 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Total stock-based compensation expense in the Company’s Consolidated Statements of Income related to the Company’s long- term incentive award plans was as follows (in thousands): Years ended December 31, 2019 2018 2017 Cost of services-compensation $ 8,887 $ 7,421 $ 7,354 Selling, general and administrative 13,014 14,086 16,789 Total $ 21,901 $ 21,507 $ 24,143 |
Stock Option Activity | Presented below is a summary of stock option activity for the year ended December 31, 2019 (in thousands, except for weighted average exercise price and weighted average remaining contractual terms ): Number of Options Weighted Weighted Aggregate- Outstanding balance at December 31, 2018 4,402 $ 17.07 Granted 640 38.61 Exercised (2,436) 16.20 Forfeitures (187) 21.21 Expired (8) 23.59 Outstanding balance at December 31, 2019 2,411 23.43 7.28 $ 20,242 Expected to vest at December 31, 2019 1,070 $ 28.20 8.5 $ 5,979 Exercisable at December 31, 2019 968 $ 17.08 5.6 $ 12,121 |
Fair Value of Stock Option Grants Using a Black-Scholes Option Pricing Model | HMS estimated the fair value of each stock option grant on the date of grant using a Black-Scholes option pricing model. Weighted–average assumptions are set forth in the following table: Year ended December 31, 2019 2019 2018 2017 Expected dividend yield — % — % — % Risk-free interest rate 2.5 % 2.7 % 1.8 % Expected volatility 41.1 % 42.4 % 44.2 % Expected life (years) 6.4 6.0 5.0 |
Fair Value of Stock Option Grants Using a Monte-Carlo Simulation Model | Assumptions are set forth in the following table: Year ended December 31, 2019 2018 2017 Expected dividend yield — % — % — % Risk-free interest rate — % — % 2.2 % Expected volatility — % — % 52.5 % Expected life (years) 0 0 6.5 |
Summary of Restricted Stock Units Activity | Presented below is a summary of restricted stock units activity for the year ended December 31, 2019 ( in thousands, except for weighted average grant date fair value per unit ): Weighted Average Outstanding balance at December 31, 2018 1,488 $ 17.60 Granted 487 34.02 Vesting of restricted stock units, net of units withheld for taxes (406) 16.65 Units withheld for taxes (201) 16.65 Forfeitures (129) 21.32 Outstanding balance at December 31, 2019 1,239 $ 21.37 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts) : Years ended December 31 2019 2018 2017 Net income $ 87,224 $ 54,989 $ 40,054 Weighted average common shares outstanding-basic 87,222 83,625 83,821 Plus: net effect of dilutive stock options and restricted stock units 2,095 2,519 1,267 Weighted average common shares outstanding-diluted 89,317 86,144 85,088 Net income per common share — basic $ 1.00 $ 0.66 $ 0.48 Net income per common share — diluted $ 0.98 $ 0.64 $ 0.47 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense for the year ended December 31, 2019 were as follows ( in thousands ): Year ended December 31, 2019 Operating lease cost $ 6,625 Finance lease cost: Amortization of right-of-use assets $ 202 Interest on lease liabilities 25 Total finance lease cost $ 227 |
Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases for the year ended December 31, 2019 were as follows ( in thousands ): Year ended December 31, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 7,402 Operating cash flows from finance leases $ 24 Financing cash flows from finance leases $ 195 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 1,181 Finance leases $ 1,820 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases as of December 31, 2019 consisted of the following ( in thousands ): Year ended December 31, 2019 Operating Leases Operating lease right-of-use assets $ 17,493 Other current liabilities $ 6,269 Operating lease liabilities 14,881 Total operating lease liabilities $ 21,150 Finance Leases Other Assets $ 1,081 Other current liabilities $ 360 Other long-term liabilities 677 Total finance leases liabilities $ 1,037 |
Maturities of Lease Liabilities, Operating | Maturities of lease liabilities were as follows ( in thousands ): Year ended December 31, Operating Leases Finance Leases 2020 $ 7,266 $ 399 2021 5,791 454 2022 3,546 246 2023 3,319 — 2024 2,833 — Thereafter 991 — Total lease payments 23,746 1,099 Less: Imputed interest 2,596 62 Total lease obligation $ 21,150 $ 1,037 Disclosures related to periods prior to adoption of the New Lease Standard As of December 31, 2018, minimum annual lease payments made under operating leases, net of $8.3 million office space sublease payments to be received, for each of the next five years ending December 31 and thereafter were as follows (in thousands): Year ended December 31, Operating Leases 2019 $ 5,778 2020 5,420 2021 3,742 2022 2,531 2023 2,236 Thereafter 2,947 Total lease payments $ 22,654 |
Maturities of Lease Liabilities, Financing | Maturities of lease liabilities were as follows ( in thousands ): Year ended December 31, Operating Leases Finance Leases 2020 $ 7,266 $ 399 2021 5,791 454 2022 3,546 246 2023 3,319 — 2024 2,833 — Thereafter 991 — Total lease payments 23,746 1,099 Less: Imputed interest 2,596 62 Total lease obligation $ 21,150 $ 1,037 Disclosures related to periods prior to adoption of the New Lease Standard As of December 31, 2018, minimum annual lease payments made under operating leases, net of $8.3 million office space sublease payments to be received, for each of the next five years ending December 31 and thereafter were as follows (in thousands): Year ended December 31, Operating Leases 2019 $ 5,778 2020 5,420 2021 3,742 2022 2,531 2023 2,236 Thereafter 2,947 Total lease payments $ 22,654 |
Schedule of Future Minimum Lease Payments | As of December 31, 2018, minimum annual lease payments made under operating leases, net of $8.3 million office space sublease payments to be received, for each of the next five years ending December 31 and thereafter were as follows (in thousands): Year ended December 31, Operating Leases 2019 $ 5,778 2020 5,420 2021 3,742 2022 2,531 2023 2,236 Thereafter 2,947 Total lease payments $ 22,654 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data [Abstract] | |
Quarterly Operating Results | The table below summarizes the Company’s unaudited quarterly operating results for the last two fiscal years ( in thousands, except per share amounts ): 2019 First Second Quarter Third Fourth Year Ended Revenue $ 147,953 $ 168,182 $ 146,815 $ 163,445 $ 626,395 Gross profit $ 48,952 $ 68,584 $ 45,296 $ 54,849 $ 217,681 Operating income $ 19,706 $ 40,548 $ 17,064 $ 25,698 $ 103,016 Net income $ 19,642 $ 29,100 $ 21,136 $ 17,346 $ 87,224 Net income per common share - basic $ 0.23 $ 0.34 $ 0.24 $ 0.20 $ 1.00 Net income per common share - diluted $ 0.22 $ 0.33 $ 0.24 $ 0.20 $ 0.98 2018 First Second Quarter Third Fourth Year Ended Revenue $ 141,425 $ 146,791 $ 154,246 $ 155,828 $ 598,290 Gross profit $ 43,920 $ 45,769 $ 52,409 $ 54,582 $ 196,680 Operating income/(loss) $ 11,922 $ (763) $ 24,231 $ 27,848 $ 63,238 Net income/(loss) $ 6,391 $ (3,367) $ 18,574 $ 33,391 $ 54,989 Net income/(loss) per common share - basic $ 0.08 $ (0.04) $ 0.22 $ 0.40 $ 0.66 Net income/(loss) per common share - diluted $ 0.07 $ (0.04) $ 0.22 $ 0.38 $ 0.64 (1) Third quarter 2019 results include the Company's sale of its investment in InstaMed, as described in Note 5(c). (2) Second quarter 2018 results include the Company's entry into the Settlement Agreement for the payment of $20.0 million, as described in Note 14. |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts Disclosure | Accounts receivable allowance and Estimated liability for appeals as of December 31, 2019, 2018 and 2017 are as follows: Accounts Receivable Allowance ( in thousands) : Balance at Beginning of Provision Recoveries Charge-offs Balance at End of Year Year ended December 31, 2017 $ 10,772 $ 20,233 $ — $ (16,206) $ 14,799 Year ended December 31, 2018 14,799 20,453 — (21,569) 13,683 Year ended December 31, 2019 13,683 22,289 — (18,890) 17,082 Estimated liability for appeals (in thousands) : Balance at Beginning of Provision Appeals found in Release of estimated Balance at End of Year Year ended December 31, 2017 $ 11,126 $ 83 $ (2,665) $ — $ 8,544 Year ended December 31, 2018 8,544 — (108) (8,436) — Year ended December 31, 2019 — — — — — The above chart represents the CMS estimated reserve liability only. |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($)Segmentshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of business segments | Segment | 1 | |||
Customer amounts held in company bank accounts, asset | $ 21,900,000 | |||
Customer amounts held in company bank accounts, liability | 21,900,000 | |||
Maximum balance insured by FDIC | 250,000 | |||
Impairment charges related to intangible assets | 0 | $ 0 | $ 0 | |
Impairment charges related to goodwill | 0 | 0 | $ 0 | |
Accounts receivable balance | $ 223,443,000 | $ 206,772,000 | ||
Expected dividend yield (as a percent) | 0.00% | |||
Lease extension term (in years) | 10 years | |||
Operating lease right-of-use assets | $ 17,493,000 | |||
Total lease obligation | $ 21,150,000 | |||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustments to retained earnings as part of adoption | $ 0 | |||
Operating lease right-of-use assets | 21,300,000 | |||
Total lease obligation | $ 26,300,000 | |||
The 2016 Omnibus Plan | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of securities remaining available for future issues under equity compensation plans (in shares) | shares | 9,289,094 | |||
The 2016 Omnibus Plan | Employee Stock Option | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Term of stock option, maximum (in years) | 10 years | |||
The 2016 Omnibus Plan | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Awards granted vesting period (in years) | 1 year | |||
The 2016 Omnibus Plan | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Awards granted vesting period (in years) | 4 years |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Property and Equipment, Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 5 years |
Building and building improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 39 years |
Minimum | Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 2 years |
Minimum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 5 years |
Minimum | Capitalized software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 3 years |
Maximum | Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 5 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 10 years |
Maximum | Capitalized software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment (in years) | 10 years |
Business and Summary of Signi_6
Business and Summary of Significant Accounting Policies - Useful Lives of Intangible Assets (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 12 years 1 month 6 days | 12 years 9 months 18 days |
Restrictive covenants | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 8 months 12 days | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 3 years | 8 months 12 days |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 3 years 8 months 12 days | 4 years 1 month 6 days |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 7 years | |
Minimum | Restrictive covenants | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 1 year | |
Minimum | Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 1 year 6 months | |
Minimum | Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 4 years | |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 15 years | |
Maximum | Restrictive covenants | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 3 years | |
Maximum | Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 7 years | |
Maximum | Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period in Years | 6 years |
Revenue - Revenues Disaggregate
Revenue - Revenues Disaggregated by Market (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 163,445 | $ 146,815 | $ 168,182 | $ 147,953 | $ 155,828 | $ 154,246 | $ 146,791 | $ 141,425 | $ 626,395 | $ 598,290 | $ 521,212 |
Commercial | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 302,489 | 323,150 | |||||||||
State | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 257,685 | 233,921 | |||||||||
Federal | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 66,221 | 41,219 | |||||||||
Coordination of Benefits | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 404,123 | 397,095 | |||||||||
Payment Integrity | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 162,194 | 144,063 | |||||||||
Population Health Management | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 60,078 | $ 57,132 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Decrease to deferred revenue | $ (4,200) | $ (5,600) | |
Increase to opening retained earnings | 509,459 | 422,235 | |
Deferred revenue | 4,200 | 5,600 | |
Revenue recognized | $ 5,600 | $ 5,300 | |
Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Decrease to deferred revenue | $ 1,100 | ||
Increase to opening retained earnings | 1,100 | ||
Deferred revenue | $ (1,100) | ||
Minimum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service contract, term (in years) | 1 year | ||
Maximum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Service contract, term (in years) | 3 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Dec. 23, 2019 | Sep. 16, 2019 | Apr. 17, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 599,351 | $ 487,617 | ||||
Accent acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 158,600 | |||||
Acquisition related costs | 2,100 | |||||
Intellectual property subject to amortization | 68,400 | |||||
Goodwill | $ 81,545 | |||||
Revenue | 675,259 | 650,203 | ||||
Vitreos acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 36,600 | |||||
Intellectual property subject to amortization | 6,000 | |||||
Goodwill | $ 30,200 | |||||
Eliza Holding Corp | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related costs | $ 4,500 | |||||
Percentage of voting interest acquired | 100.00% | |||||
Purchase price of acquisition | $ 171,600 | |||||
Funding source, cash on hand (as a percent) | 75.00% | |||||
Funding source, existing credit line (as a percent) | 25.00% | |||||
Revenue | $ 52,500 | $ 51,900 | $ 30,400 |
Acquisition - Allocation of Pur
Acquisition - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 23, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 599,351 | $ 487,617 | |
Accent acquisition | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 9,400 | ||
Accounts receivable | 9,188 | ||
Prepaid expenses | 129 | ||
Property and equipment | 2,878 | ||
Intangible assets | 68,400 | ||
Goodwill | 81,545 | ||
Other assets | 489 | ||
Accounts payable and accrued liabilities | (13,395) | ||
Total purchase price | $ 158,634 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocated to Intangibles Acquired (Details) - Accent acquisition $ in Thousands | Dec. 23, 2019USD ($) |
Business Acquisition [Line Items] | |
Useful Life (in years) | 3 years |
Purchase price allocated to intangibles acquired | $ 68,400 |
Customer relationships | |
Business Acquisition [Line Items] | |
Useful Life (in years) | 12 years |
Purchase price allocated to intangibles acquired | $ 67,000 |
Trade name | |
Business Acquisition [Line Items] | |
Purchase price allocated to intangibles acquired | $ 1,400 |
Acquisitions - Pro Forma Operat
Acquisitions - Pro Forma Operating Results (Details) - Accent acquisition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 675,259 | $ 650,203 |
Net income | $ 92,845 | $ 60,011 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 270,866 | $ 270,338 | |
Less: accumulated depreciation and amortization | (183,919) | (175,903) | |
Property and equipment, net | 86,947 | 94,435 | |
Depreciation and amortization of property, equipment and software | 33,293 | 33,254 | $ 27,515 |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 90,347 | 95,350 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,042 | 7,547 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,674 | 8,624 | |
Building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 16,305 | 14,825 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,949 | 2,769 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,685 | 9,404 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 134,864 | $ 131,819 |
Intangible Assets, Goodwill a_3
Intangible Assets, Goodwill and Other Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||
Amortization expense of intangible assets | $ 9,691,000 | $ 24,342,000 | $ 22,555,000 | |
Gain recognized in other income | 7,697,000 | 0 | 0 | |
Investment in MedAdvisor Limited | 7,421,000 | 0 | $ 0 | |
Sales related to financial instrument | 0 | 0 | ||
Settlements related to financial instrument | 0 | 0 | ||
Issuances related to financial instrument | 0 | 0 | ||
Transfers in related to level 1 instrument | 0 | 0 | ||
Transfers out related to level 1 instrument | 0 | 0 | ||
Net unrealized gains | 500,000 | 0 | ||
Realized gains | $ 0 | |||
MedAdvisor Limited | Fair Value, Inputs, Level 1 | ||||
Business Acquisition [Line Items] | ||||
Investment in MedAdvisor Limited | 7,400,000 | |||
Fair value measurement in relation to equity instrument | 7,900,000 | |||
InstaMed Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Outstanding stock acquired (as a percent) | 100.00% | |||
Cost based investment in Instamed | $ 2,100,000 | |||
Proceeds from sale of investment | 9,800,000 | |||
Gain recognized in other income | $ 7,700,000 |
Intangible Assets, Goodwill a_4
Intangible Assets, Goodwill and Other Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 164,526 | $ 194,999 |
Accumulated Amortization | (32,677) | (127,859) |
Net Carrying Amount | 131,849 | 67,140 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 135,290 | 156,790 |
Accumulated Amortization | (21,637) | (104,740) |
Net Carrying Amount | $ 113,653 | $ 52,050 |
Weighted Average Amortization Period in Years | 12 years 1 month 6 days | 12 years 9 months 18 days |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,536 | $ 16,246 |
Accumulated Amortization | (147) | (16,215) |
Net Carrying Amount | $ 1,389 | $ 31 |
Weighted Average Amortization Period in Years | 3 years | 8 months 12 days |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 27,700 | $ 21,700 |
Accumulated Amortization | (10,893) | (6,670) |
Net Carrying Amount | $ 16,807 | $ 15,030 |
Weighted Average Amortization Period in Years | 3 years 8 months 12 days | 4 years 1 month 6 days |
Restrictive covenants | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 263 | |
Accumulated Amortization | (234) | |
Net Carrying Amount | $ 29 | |
Weighted Average Amortization Period in Years | 8 months 12 days |
Intangible Assets, Goodwill a_5
Intangible Assets, Goodwill and Other Assets - Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 14,914 | |
2021 | 14,447 | |
2022 | 14,439 | |
2023 | 11,605 | |
2024 | 10,180 | |
Thereafter | 66,264 | |
Total | $ 131,849 | $ 67,140 |
Intangible Assets, Goodwill a_6
Intangible Assets, Goodwill and Other Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 487,617 |
Goodwill, ending balance | 599,351 |
Vitreos acquisition | |
Goodwill [Roll Forward] | |
Goodwill acquired during period | 30,189 |
Accent acquisition | |
Goodwill [Roll Forward] | |
Goodwill acquired during period | $ 81,545 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable, trade | $ 12,246 | $ 12,394 |
Accrued compensation and other | 36,827 | 42,833 |
Accrued operating expenses | 42,045 | 19,675 |
Current portion of lease liabilities | 6,629 | |
Total accounts payable, accrued expenses and other liabilities | $ 97,747 | $ 74,902 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax expense (benefit): | |||
Federal | $ 6,167 | $ 2,965 | $ 17,008 |
State | 3,678 | (1,433) | 3,201 |
Total current tax expense: | 9,845 | 1,532 | 20,209 |
Deferred tax expense (benefit): | |||
Federal | 6,219 | (2,650) | (19,425) |
State | 1,074 | (854) | (983) |
Total deferred tax expense (benefit): | 7,293 | (3,504) | (20,408) |
Total income tax expense | $ 17,138 | $ (1,972) | $ (199) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Computed at federal statutory rate | $ 21,916 | $ 11,134 | $ 13,949 |
State and local tax expense, net of federal benefit | 3,625 | 2,367 | 2,226 |
Net permanent deduction and credit tax benefits from current year | (1,166) | (1,143) | (1,513) |
Net uncertain tax positions excluding current permanent deduction and credit benefits | (937) | (3,756) | (373) |
Subsidiary basis write off | 0 | (3,423) | 0 |
Equity compensation net tax windfall | (8,634) | (2,890) | 0 |
State tax apportionment changes | 0 | (3,737) | 0 |
Disallowed executive compensation | 1,750 | 682 | 0 |
Tax Reform - revaluation of deferrals | 0 | 0 | (15,130) |
Acquisition adjustments | 0 | (1,226) | (1,003) |
Acquisition costs | 245 | 0 | 697 |
Other, net | 339 | 20 | 948 |
Total income tax expense | $ 17,138 | $ (1,972) | $ (199) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Computed at federal statutory rate (as a percent) | 21.00% | 21.00% | 35.00% |
State and local tax expense, net of federal benefit (as a percent) | 3.40% | 4.50% | 5.60% |
Net permanent deduction and credit tax benefits from current year (as a percent) | (1.10%) | (2.20%) | (3.80%) |
Net uncertain tax positions excluding current permanent deduction and credit benefits (as a percent) | (0.80%) | (7.00%) | (0.90%) |
Subsidiary basis write off (as a percent) | 0.00% | (6.50%) | 0.00% |
Equity compensation net tax windfall (as a percent) | (8.30%) | (5.50%) | 0.00% |
State tax apportionment changes (as a percent) | 0.00% | (7.00%) | 0.00% |
Disallowed executive compensation (as a percent) | 1.60% | 1.30% | 0.00% |
Tax Reform - revaluation of deferrals | 0.00% | 0.00% | (38.00%) |
Acquisition adjustments (as a percent) | 0.00% | (2.30%) | (2.50%) |
Acquisition costs (as a percent) | 0.30% | 0.00% | 1.70% |
Other, net (as a percent) | 0.30% | 0.00% | 2.40% |
Total income tax expense (as a percent) | 16.40% | (3.70%) | (0.50%) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Total unrecognized tax benefits included in other liabilities | $ 4,200 | $ 4,800 | |
Accrued liabilities for interest expense and penalties related to unrecognized tax benefits | 700 | 700 | |
Interest expense and penalties in the provision for income taxes, net | 40 | 100 | $ 20 |
Possible decrease in amount of unrecognized tax benefits | 1,700 | ||
Increase in provision for unrecognized tax benefits | 409 | $ 360 | |
Operating loss carryforward | 30,300 | ||
Tax credit carryforward | $ 1,800 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Stock-based compensation | $ 8,056 | $ 9,545 |
Goodwill and intangible assets | 5,516 | 5,874 |
Accounts receivable, net | 4,442 | 3,537 |
Deferred rent | 0 | 696 |
Tenant improvements | 0 | 569 |
Liability for appeals | 931 | 5,632 |
Net operating loss carry-forwards | 2,644 | 1,527 |
Tax credit carry-forwards | 1,815 | 4,076 |
Property and equipment | 139 | 49 |
Accrued expenses and other | 5,054 | 7,839 |
ROU Liability | 5,799 | |
Total deferred tax assets | 34,396 | 39,344 |
Deferred tax liabilities: | ||
Goodwill and intangible assets | 42,894 | 43,400 |
Section 481(a) adjustment | 2,551 | 5,073 |
Prepaid expenses | 734 | 668 |
Capitalized software cost | 9,068 | 8,688 |
ROU Asset | 4,736 | |
Total deferred tax liabilities | 59,983 | 57,829 |
Total net deferred tax liabilities | $ 25,587 | $ 18,485 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 4,839 | $ 8,234 |
Additions for tax positions taken during prior periods | 543 | 399 |
Additions for tax positions taken during current period including amended prior years | 409 | 360 |
Reductions relating to settlements with taxing authorities | 0 | (2,227) |
Reductions related to the expiration of statutes of limitations | (1,542) | (1,927) |
Unrecognized tax benefits, ending balance | $ 4,249 | $ 4,839 |
Liability for Appeals - Activit
Liability for Appeals - Activity in the Liability for Appeals (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Increase (Decrease) in Estimated Liability for Appeals [Roll Forward] | ||||
Beginning balance | $ 30,787 | $ 21,723 | $ 30,787 | |
Provision | 9,373 | 2,166 | ||
Appeals found in providers favor | (8,146) | (2,794) | ||
Release of estimated liability | $ (10,500) | (8,400) | (19,380) | (8,436) |
Ending balance | 3,570 | 21,723 | ||
Original RAC contract | ||||
Increase (Decrease) in Estimated Liability for Appeals [Roll Forward] | ||||
Beginning balance | 27,816 | 19,380 | 27,816 | |
Provision | 0 | 108 | ||
Appeals found in providers favor | 0 | (108) | ||
Release of estimated liability | $ (19,400) | (19,380) | (8,436) | |
Ending balance | 0 | 19,380 | ||
RAC 4 contract | ||||
Increase (Decrease) in Estimated Liability for Appeals [Roll Forward] | ||||
Beginning balance | 0 | 20 | 0 | |
Provision | 2,026 | 20 | ||
Appeals found in providers favor | (440) | 0 | ||
Release of estimated liability | 0 | 0 | ||
Ending balance | 1,606 | 20 | ||
Commercial contracts | ||||
Increase (Decrease) in Estimated Liability for Appeals [Roll Forward] | ||||
Beginning balance | $ 2,971 | 2,323 | 2,971 | |
Provision | 7,347 | 2,038 | ||
Appeals found in providers favor | (7,706) | (2,686) | ||
Release of estimated liability | 0 | 0 | ||
Ending balance | $ 1,964 | $ 2,323 |
Liability for Appeals (Details)
Liability for Appeals (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | ||||
Release of estimated return obligation liability | $ 10,500 | $ 8,400 | $ 19,380 | $ 8,436 |
Credit Agreement (Details)
Credit Agreement (Details) | Dec. 19, 2017USD ($) | May 31, 2013USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Amortized debt financing costs | $ 564,000 | $ 564,000 | $ 2,258,000 | ||
Credit Agreement | |||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | ||||
Line of credit facility, expiration period | 5 years | 5 years | |||
Debt agreement, maximum borrowing capacity | $ 120,000,000 | ||||
Maximum borrowing capacity, percent of consolidated EBITDA | 100.00% | ||||
Credit Agreement | Letter of Credit | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||||
Commitment fee percentage | 0.125% | ||||
Credit Agreement | Swingline Loans | |||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||
Credit Agreement | Revolving Credit Facility | |||||
Maximum secured leverage ratio | 5.25 | ||||
Outstanding principal balance under revolving credit facility | 240,000,000 | 240,000,000 | |||
Deferred financing fees | 1,700,000 | 2,200,000 | |||
Amortized debt financing costs | 600,000 | $ 600,000 | $ 2,300,000 | ||
Letter of credit amount | $ 6,500,000 | ||||
Credit Agreement | Revolving Credit Facility | Federal Funds Effective Swap Rate | |||||
Basis spread on variable rate (as a percent) | 0.50% | ||||
Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||
Basis spread on variable rate (as a percent) | 1.00% | ||||
Credit Agreement | Revolving Credit Facility | Minimum | |||||
Commitment fee percentage | 0.375% | ||||
Minimum interest coverage ratio | 3 | ||||
Credit Agreement | Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Basis spread on variable rate (as a percent) | 0.50% | ||||
Credit Agreement | Revolving Credit Facility | Minimum | One-month LIBOR Rate | |||||
Basis spread on variable rate (as a percent) | 1.50% | ||||
Credit Agreement | Revolving Credit Facility | Maximum | |||||
Maximum secured leverage ratio | 3 | ||||
Commitment fee percentage | 0.25% | ||||
Credit Agreement | Revolving Credit Facility | Maximum | Through December 2019 | |||||
Maximum secured leverage ratio | 4.75 | ||||
Credit Agreement | Revolving Credit Facility | Maximum | From and After January 2020 | |||||
Maximum secured leverage ratio | 4.25 | ||||
Credit Agreement | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||
Basis spread on variable rate (as a percent) | 1.00% | ||||
Credit Agreement | Revolving Credit Facility | Maximum | One-month LIBOR Rate | |||||
Basis spread on variable rate (as a percent) | 2.00% |
Credit Agreement - Interest Exp
Credit Agreement - Interest Expense and Commitment Fees (Details) - Revolving Credit Facility - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |||
Interest expense | $ 9,460 | $ 9,294 | $ 7,170 |
Commitment fees | $ 638 | $ 1,189 | $ 1,359 |
Equity (Details)
Equity (Details) - USD ($) | Dec. 31, 2019 | Nov. 01, 2019 | Dec. 31, 2018 |
Equity [Abstract] | |||
Share repurchase program, amount | $ 50,000,000 | ||
Share repurchase program, remaining amount | $ 29,900,000 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Days of service needed in order to enroll in 401(k) plan | 90 days | ||
Maximum percentage for contribution | 60.00% | ||
Defined contribution plan, cost | $ 7.7 | $ 7.3 | $ 5.9 |
Amount Contributed on Percentage of Pay, Tier One | The 401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of match | 100.00% | ||
Percent of employee's gross pay matched | 4.00% | ||
Amount Contributed on Percentage of Pay, Tier Two | The 401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of match | 50.00% | ||
Percent of employee's gross pay matched | 1.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 21,901 | $ 21,507 | $ 24,143 |
Cost of services-compensation | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 8,887 | 7,421 | 7,354 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 13,014 | $ 14,086 | $ 16,789 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefits recognized on stock-based compensation | $ 17,138 | $ (1,972) | $ (199) |
Stock-based compensation expense | $ 21,901 | $ 21,507 | $ 24,143 |
Unvested options (in shares) | 1,400,233 | 1,999,069 | |
Unvested options weighted-average-grant date fair value (in dollars per share) | $ 10.13 | $ 7.27 | |
Weighted-average-grant date fair value of stock options vested (in dollars per share) | 13.86 | 7.52 | $ 7.66 |
Weighted-average-grant date fair value of stock options granted (in dollars per share) | 7.36 | ||
Weighted-average-grant date fair value of stock options forfeited (in dollars per share) | $ 7.94 | $ 6.86 | $ 5.24 |
Shares issued (in shares) | 2,435,648 | 2,017,442 | 172,326 |
Proceeds from exercise of stock options | $ 39,332 | $ 38,362 | $ 2,720 |
Total intrinsic value of stock options exercised | 45,600 | 27,600 | 500 |
Unrecognized compensation cost related to stock options outstanding | 4,300 | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefits recognized on stock-based compensation | 16,700 | 9,100 | 4,000 |
Stock-based compensation expense | $ 8,900 | 9,600 | 10,300 |
Recognition period of unrecognized compensation cost (in years) | 9 months 18 days | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 13,000 | 11,900 | 13,800 |
Recognition period of unrecognized compensation cost (in years) | 10 months 2 days | ||
Restricted stock units unvested | 974,050 | ||
Unrecognized compensation cost related to restricted stock units | $ 9,900 | ||
Vested restricted stock units | $ 10,700 | $ 9,900 | $ 9,500 |
Weighted average grant date fair value of restricted stock units vested (in dollars per share) | $ 16.65 | $ 17.06 | $ 15.39 |
Weighted average grant date fair value of restricted stock units forfeited (in dollars per share) | $ 21.32 | $ 17.31 | $ 15.37 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Beginning balance (in shares) | 4,402,000 | ||
Granted (in shares) | 640,000 | ||
Exercised (in shares) | (2,435,648) | (2,017,442) | (172,326) |
Forfeitures (in shares) | (187,000) | ||
Expired (in shares) | (8,000) | ||
Ending balance (in shares) | 2,411,000 | 4,402,000 | |
Expected to vest (in shares) | 1,070,000 | ||
Exercisable (in shares) | 968,000 | ||
Weighted Average Exercise Price | |||
Beginning balance, weighted average exercise price (in dollars per share) | $ 17.07 | ||
Granted, weighted average exercise price (in dollars per share) | 38.61 | ||
Exercised, weighted average exercise price (in dollars per share) | 16.20 | ||
Forfeitures, weighted average exercise price (in dollars per share) | 21.21 | ||
Expired, weighted average exercise price (in dollars per share) | 23.59 | ||
Ending balance, weighted average exercise price (in dollars per share) | 23.43 | $ 17.07 | |
Expected to vest, weighted average exercise price (in dollars per share) | 28.20 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 17.08 | ||
Weighted Average- Remaining Contractual Terms | |||
Ending balance, weighted average remaining contractual terms (in years) | 7 years 3 months 10 days | ||
Expected to vest, weighted average remaining contractual terms (in years) | 8 years 6 months | ||
Exercisable, weighted average remaining contractual terms (in years) | 5 years 7 months 6 days | ||
Aggregate- Intrinsic Value | |||
Outstanding, aggregate intrinsic value | $ 20,242 | ||
Expected to vest, aggregate intrinsic value | 5,979 | ||
Exercisable, aggregate intrinsic value | $ 12,121 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Stock Option Grants (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield (as a percent) | 0.00% | ||
Employee Stock Option | Black Scholes Model | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Risk-free interest rate (as a percent) | 2.50% | 2.70% | 1.80% |
Expected volatility (as a percent) | 41.10% | 42.40% | 44.20% |
Expected life (in years) | 6 years 4 months 24 days | 6 years | 5 years |
Employee Stock Option | Monte Carlo Model | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Risk-free interest rate (as a percent) | 0.00% | 0.00% | 2.20% |
Expected volatility (as a percent) | 0.00% | 0.00% | 52.50% |
Expected life (in years) | 0 years | 0 years | 6 years 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Units | |||
Beginning balance (in shares) | 1,488 | ||
Granted (in shares) | 487 | ||
Vesting of restricted stock units, net of units withheld for taxes (in shares) | (406) | ||
Units withheld for taxes (in shares) | (201) | ||
Forfeitures (in shares) | (129) | ||
Ending balance (in shares) | 1,239 | 1,488 | |
Weighted Average Grant Date Fair Value per Unit | |||
Beginning balance (in dollars per share) | $ 17.60 | ||
Granted (in dollars per share) | 34.02 | ||
Vesting of restricted stock units (in dollars per share) | 16.65 | $ 17.06 | $ 15.39 |
Units withheld for taxes (in dollars per share) | 16.65 | ||
Forfeitures (in dollars per share) | 21.32 | 17.31 | $ 15.37 |
Ending balance (in dollars per share) | $ 21.37 | $ 17.60 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 17,346 | $ 21,136 | $ 29,100 | $ 19,642 | $ 33,391 | $ 18,574 | $ (3,367) | $ 6,391 | $ 87,224 | $ 54,989 | $ 40,054 |
Weighted average common shares outstanding-basic (in shares) | 87,222 | 83,625 | 83,821 | ||||||||
Plus: net effect of dilutive stock options and restricted stock units (in shares) | 2,095 | 2,519 | 1,267 | ||||||||
Weighted average common shares outstanding-diluted (in shares) | 89,317 | 86,144 | 85,088 | ||||||||
Net income per common share -- basic (in dollars per share) | $ 0.20 | $ 0.24 | $ 0.34 | $ 0.23 | $ 0.40 | $ 0.22 | $ (0.04) | $ 0.08 | $ 1 | $ 0.66 | $ 0.48 |
Net income per common share -- diluted (in dollars per share) | $ 0.20 | $ 0.24 | $ 0.33 | $ 0.22 | $ 0.38 | $ 0.22 | $ (0.04) | $ 0.07 | $ 0.98 | $ 0.64 | $ 0.47 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Stock Option | |||
Antidilutive securities excluded from computation of earnings per share | 509,617 | 804,959 | 2,646,100 |
Restricted Stock | |||
Antidilutive securities excluded from computation of earnings per share | 2,564 | 0 | 31,155 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Suit Against HMS Holdings Related to the Acquisition of Allied Management Group - USD ($) $ in Millions | Nov. 03, 2017 | Jun. 30, 2019 |
Loss Contingencies [Line Items] | ||
Damages awarded | $ 60 | |
Amount awarded to other party | $ 20 |
Customer Concentration (Details
Customer Concentration (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Customer Concentration Risk | Sales Revenue, Net | Ten Largest Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percent) | 42.70% | 41.40% | 39.50% |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,625 | $ 16,375 |
Finance lease cost: | ||
Amortization of right-of-use assets | 202 | |
Interest on lease liabilities | 25 | |
Total finance lease cost | $ 227 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 7,402 |
Operating cash flows from finance leases | 24 |
Financing cash flows from finance leases | 195 |
Right-of-use assets obtained in exchange for new lease liabilities: | |
Operating leases | 1,181 |
Finance leases | $ 1,820 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases | ||
Operating lease right-of-use assets | $ 17,493 | |
Other current liabilities | 6,269 | |
Operating lease liabilities | 14,881 | $ 0 |
Total operating lease liabilities | 21,150 | |
Finance Leases | ||
Other Assets | 1,081 | |
Other current liabilities | 360 | |
Other long-term liabilities | 677 | |
Total finance leases liabilities | $ 1,037 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Operating lease, weighted average remaining lease term (in years) | 4 years 1 month 6 days | |
Finance lease, weighted average remaining lease term (in years) | 2 years 7 months 6 days | |
Operating lease, weighted average discount rate (as a percent) | 5.70% | |
Finance lease, weighted average discount rate (as a percent) | 4.60% | |
Sublease income | $ 2.2 | $ 1.8 |
Office space sublease payments to be received | $ 8.3 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 7,266 |
2021 | 5,791 |
2022 | 3,546 |
2023 | 3,319 |
2024 | 2,833 |
Thereafter | 991 |
Total lease payments | 23,746 |
Less: Imputed interest | 2,596 |
Total lease obligation | 21,150 |
Finance Leases | |
2020 | 399 |
2021 | 454 |
2022 | 246 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total lease payments | 1,099 |
Less: Imputed interest | 62 |
Total lease obligation | $ 1,037 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 5,778 |
2020 | 5,420 |
2021 | 3,742 |
2022 | 2,531 |
2023 | 2,236 |
Thereafter | 2,947 |
Total lease payments | $ 22,654 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Stock Option and Restricted Stock Unit $ in Millions | Feb. 13, 2020USD ($) |
Subsequent Event [Line Items] | |
Stock option and restricted stock unit awards value | $ 24.5 |
Awards granted vesting period (in years) | 3 years |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Quarterly Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 163,445 | $ 146,815 | $ 168,182 | $ 147,953 | $ 155,828 | $ 154,246 | $ 146,791 | $ 141,425 | $ 626,395 | $ 598,290 | $ 521,212 |
Gross profit | 54,849 | 45,296 | 68,584 | 48,952 | 54,582 | 52,409 | 45,769 | 43,920 | 217,681 | 196,680 | |
Operating income/(loss) | 25,698 | 17,064 | 40,548 | 19,706 | 27,848 | 24,231 | (763) | 11,922 | 103,016 | 63,238 | 50,431 |
Net income | $ 17,346 | $ 21,136 | $ 29,100 | $ 19,642 | $ 33,391 | $ 18,574 | $ (3,367) | $ 6,391 | $ 87,224 | $ 54,989 | $ 40,054 |
Net income per common share - basic (in dollars per share) | $ 0.20 | $ 0.24 | $ 0.34 | $ 0.23 | $ 0.40 | $ 0.22 | $ (0.04) | $ 0.08 | $ 1 | $ 0.66 | $ 0.48 |
Net income (loss) per common share - diluted (in dollars per share) | $ 0.20 | $ 0.24 | $ 0.33 | $ 0.22 | $ 0.38 | $ 0.22 | $ (0.04) | $ 0.07 | $ 0.98 | $ 0.64 | $ 0.47 |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited) (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Suit Against HMS Holdings Related to the Acquisition of Allied Management Group | |
Loss Contingencies [Line Items] | |
Amount awarded to other party | $ 20 |
Schedule II - Valuation and Q_3
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Allowance, Credit Loss | |||
Accounts receivable allowance | |||
Balance at Beginning of Year | $ 13,683 | $ 14,799 | $ 10,772 |
Provision | 22,289 | 20,453 | 20,233 |
Recoveries | 0 | 0 | 0 |
Charge-offs | (18,890) | (21,569) | (16,206) |
Balance at End of Year | 17,082 | 13,683 | 14,799 |
Estimated liability for appeals | |||
Balance at Beginning of Year | 13,683 | 14,799 | 10,772 |
Provision | 22,289 | 20,453 | 20,233 |
Appeals found in providers favor | 0 | 0 | 0 |
Release of estimated liability | (18,890) | (21,569) | (16,206) |
Balance at End of Year | 17,082 | 13,683 | 14,799 |
Estimated Liability for Appeals and Estimated Allowance for Appeals | |||
Accounts receivable allowance | |||
Balance at Beginning of Year | 0 | 8,544 | 11,126 |
Provision | 0 | 0 | 83 |
Recoveries | 0 | (108) | (2,665) |
Charge-offs | 0 | (8,436) | 0 |
Balance at End of Year | 0 | 0 | 8,544 |
Estimated liability for appeals | |||
Balance at Beginning of Year | 0 | 8,544 | 11,126 |
Provision | 0 | 0 | 83 |
Appeals found in providers favor | 0 | (108) | (2,665) |
Release of estimated liability | 0 | (8,436) | 0 |
Balance at End of Year | $ 0 | $ 0 | $ 8,544 |
Uncategorized Items - hmsy-2019
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,082,000 |